8-K
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 (Date of earliest event reported): March 9, 2016
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
|
| | | | |
DELAWARE (State or other jurisdiction of incorporation) | | 000-51734 (Commission File Number) | | 35-1811116 (IRS Employer Identification No.) |
2780 Waterfront Pkwy E. Drive
Suite 200
Indianapolis, Indiana 46214
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (317) 328-5660
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 9, 2016, Calumet GP, LLC (the “Company”), the general partner of Calumet Specialty Products Partners, L.P. (the “Partnership”), appointed Stephen P. Mawer to serve as a member of the board of directors of the Company (the “Board”), effective immediately. Mr. Mawer is expected to qualify as the Company’s fourth independent director under the rules of the Securities and Exchange Commission and the NASDAQ Stock Market, LLC. There are no arrangements or understandings between Mr. Mawer and any other persons pursuant to which he was appointed as a director. There are no relationships between Mr. Mawer and the Partnership or any related person of the Partnership that would require disclosure pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Mawer’s services on the Board, he is eligible to receive a compensation package commensurate with other members of the Board who are not officers or employees of the Company or its affiliates (“Non-Employee Directors”), which consists of the following: (a) an annual fee of $70,000, payable quarterly; and (b) an annual award of restricted units or phantom units with a market value of approximately $100,000. In addition, the Company reimburses each Non-Employee Director for his out-of-pocket expenses in connection with attending meetings of the Board or committees. Under certain circumstances, we will also indemnify each director for his actions associated with being a director to the fullest extent permitted under Delaware law.
Item 7.01 Regulation FD Disclosure.
On March 14, 2016, the Partnership issued a press release announcing the appointment of Mr. Mawer as discussed above, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
This press release is being furnished pursuant to General Instruction B.2 of Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor is it subject to the liabilities of that section or deemed incorporated by reference into any filing made by the Partnership under the Exchange Act and the Securities Act of 1933, as amended.
| |
Item 9.01 | Financial Statements and Exhibits. |
|
| | |
Exhibit Number | | Description |
Exhibit 99.1 | | Press Release dated March 14, 2016. |
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.
|
| | | |
| | | |
| CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. |
| |
| By: | | CALUMET GP, LLC, its General Partner |
| | | |
March 14, 2016 | By: | | /s/ R. Patrick Murray, II |
| | | Name: R. Patrick Murray, II |
| | | Title: Executive Vice President, Chief Financial Officer and Secretary |
EXHIBIT INDEX
|
| | |
Exhibit Number | | Description |
Exhibit 99.1 | | Press Release dated March 14, 2016. |