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EX-10.2 - EXHIBIT 10.2 - QR Energy, LPex10_2.htm


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):  July 1, 2011
 
 
QR Energy, LP
(Exact name of registrant as specified in its charter)
 
Delaware
001-35010
90-0613069
(State or other jurisdiction
of incorporation or organization)
(Commission
File Number)
(IRS Employer
Identification No.)
 
5 Houston Center
1401McKinney Street, Suite 2400
Houston, Texas 77010
(Address of principal executive office) (Zip Code)
(713) 452-2200
(Registrants’ telephone number, including area code)
 
 
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.

By unanimous written consent on July 1, 2011, the Board of Directors (the “Board”) of QRE GP, LLC (the “Company”), the general partner of QR Energy, LP (the “Partnership”), elected Richard K. Hebert as a director.  Mr. Hebert will serve on the Audit Committee and the Conflicts Committee of the Board.
 
There are no understandings or arrangements between Mr. Hebert and any other person pursuant to which Mr. Hebert was elected to serve as a director of the Company.  There are no relationships between Mr. Hebert and the Company, the Partnership or any of the Partnership’s subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.  As an independent director, Mr. Hebert will receive compensation in accordance with the Company’s policies for compensating independent directors, including any long-term equity incentive awards under the Company’s Long-Term Incentive Plan (the “LTIP”).
 
In connection with Mr. Hebert’s election to the Board, he received an initial equity award of 1,817 common units, which were issued under the LTIP.  In addition, the Company also entered into an indemnification agreement with Mr. Hebert on July 1, 2011.  A copy of the form of indemnification agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.
 
The indemnification agreement provides for indemnification of Mr. Hebert to the fullest extent permitted under Delaware law.  Specifically, the indemnification agreement provides for indemnification for expenses, liabilities, judgments, penalties, fines and amounts paid in settlement in connection with proceedings brought against Mr. Hebert as a result of his service as a director of the Company.  In addition, the indemnification agreement provides for mandatory indemnification in the event of a successful defense and for the advancement of expenses when certain conditions are met.  The indemnification provided for under the indemnification agreement is not exclusive of any other rights to indemnification; however, double payment is prohibited.
 
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits
 
10.1
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 of the Partnership’s Registration Statement on Form S-1 (File No. 333-169664) initially filed on September 30, 2010).
 
10.2
Press Release of QR Energy, LP dated July 5, 2011
 

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.
 
 
QR Energy, LP
       
 
By:
QRE GP, LLC, its general partner
       
       
Dated: July 5, 2011
     
 
By:
/s/ Gregory S. Roden
   
Name:
Gregory S. Roden
   
Title:
Vice President and General Counsel

 
 

 
 
EXHIBIT INDEX
 
10.1
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 of the Partnership’s Registration Statement on Form S-1 (File No. 333-169664) initially filed on September 30, 2010).
 
Press Release of QR Energy, LP dated July 5, 2011