UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 26, 2017
(Date of earliest event reported)
Hess Midstream Partners LP
(Exact name of registrant as specified in its charter)
| Delaware | 001-38050 | 36-4777695 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1501 McKinney Street
Houston, TX 77010
(Address of principal executive offices and zip code)
(713) 496-4200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☑
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 26, 2017, John P. Reddy was appointed as a member of the board of directors (the “Board”) of Hess Midstream Partners GP LLC, the general partner of Hess Midstream Partners GP LP, the general partner of Hess Midstream Partners LP (the “Partnership”), effective immediately. Mr. Reddy was also appointed to the Audit Committee of the Board, effective immediately.
Mr. Reddy has over 20 years of experience in senior financial roles at public companies in the midstream energy sector. Mr. Reddy most recently served as Chief Financial Officer of Spectra Energy Corporation, an owner and operator of pipeline and midstream energy assets, from 2009 to 2017, and Chief Financial Officer of its sponsored MLP, Spectra Energy Partners. Prior to that, he served as Senior Vice President and Chief Financial Officer of Atmos Energy Corporation and in various financial roles with Pacific Enterprises Corporation. Mr. Reddy has also served as a member of the board of directors of DCP Midstream, LLC from 2009 until 2017, and has been a member of the board of directors of Paragon Offshore Plc since July 2014.
The Board has determined that Mr. Reddy is “independent” in accordance with the rules and standards of the New York Stock Exchange and rules and regulations of the Securities and Exchange Commission (the “SEC”). Mr. Reddy does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Reddy and any other person pursuant to which he was selected as a director.
Mr. Reddy’s compensation for service as a director will be consistent with the compensation paid to other non-employee directors of the Board as described in the Partnership’s prospectus for its initial public offering filed with the SEC on April 6, 2017, which will consist of an annual cash retainer of $65,000 and an annual equity-based award, having a value as of the grant date of approximately $65,000, in the form of phantom units with tandem distribution equivalent rights under the Partnership’s 2017 Long-Term Incentive Plan, in each case pro-rated to reflect his length of service during the year.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Hess Midstream Partners LP | ||||||
| By: | Hess Midstream Partners GP LP, its general partner | |||||
| By: | Hess Midstream Partners GP LLC, its general partner | |||||
| Dated: June 30, 2017 | By: | /s/ Timothy B. Goodell | ||||
| Timothy B. Goodell | ||||||
| General Counsel and Secretary | ||||||
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