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): August 9, 2014

KINDER MORGAN MANAGEMENT, LLC

(Exact name of registrant as specified in its charter)

1001 Louisiana Street, Suite 1000

Houston, Texas 77002

(Address of principal executive offices, including zip code)

713-369-9000

(Registrant’s 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:

Item 1.01.                                        Entry into a Material Definitive Agreement.

This Current Report on Form 8-K reports the entering into by Kinder Morgan Management, LLC, a Delaware limited liability company (“KMR”), of a merger agreement with Kinder Morgan, Inc., a Delaware corporation (“KMI”), and a related support agreement.  On August 9, 2014, KMI entered into three separate merger agreements and related agreements to acquire each of KMR, Kinder Morgan Energy Partners, L.P. (“KMP” and such merger agreement, the “KMP Merger Agreement”) and El Paso Pipeline Partners, L.P. (“EPB” and such merger agreement, the “EPB Merger Agreement”).  The mergers and the other transactions contemplated by the merger agreements are collectively referred to herein as the “Transactions.”

KMR Merger Agreement

On August 9, 2014, KMI, together with R Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of KMI (“R Merger Sub”), entered into an Agreement and Plan of Merger (the “KMR Merger Agreement”) with KMR.  Upon the terms and subject to the conditions set forth in the KMR Merger Agreement, R Merger Sub will merge with and into KMR (the “KMR Merger”), and the separate limited liability company existence of R Merger Sub will cease and KMR will continue its existence as a limited liability company under Delaware law as the surviving entity in the KMR Merger.

At the effective time of the KMR Merger, each voting share and listed share of KMR issued and outstanding (excluding listed shares owned by KMR, KMI, R Merger Sub or Kinder Morgan G.P., Inc. (“KMP GP”)) will be converted into the right to receive 2.4849 shares of validly issued, fully paid and nonassessable shares of KMI Common Stock (the “KMR Merger Consideration”).

The respective Boards of Directors of KMR (with the directors affiliated with KMI abstaining) and KMI have approved the KMR Merger Agreement.  A Special Committee of the Board of Directors of KMR (the “KMR Special Committee”) and the Board of Directors of KMR (acting based upon the recommendation of the KMR Special Committee with the directors affiliated with KMI abstaining) each have determined that the KMR Merger is fair and reasonable to, and in the best interests of KMR, after determining that the KMR Merger is fair and reasonable to, and in the best interests of, holders of listed shares of KMR other than KMI and its affiliates (the “KMR Public Shareholders”), and each has resolved to recommend that the KMR listed shareholders approve the KMR Merger Agreement.  In addition, the Board of Directors of KMI has resolved to recommend that KMI’s stockholders approve the amendment of KMI’s certificate of incorporation to increase the number of authorized shares of KMI Common Stock and approve the issuance of KMI Common Stock in the Transactions as required pursuant to certain rules of the New York Stock Exchange (the “NYSE”).

Each of KMI and KMR has agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative business combinations.  In addition, each of KMI and KMR has agreed to cause stockholder and unitholder meetings, respectively, to be held to approve the amendment of KMI’s certificate of incorporation to increase the number of authorized share of KMI Common

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Stock and the issuance of KMI Common Stock, in the case of KMI, and to approve the KMR Merger Agreement and determine the manner in which I-Units of KMP owned by KMR will be voted with respect to the KMR Merger Agreement.  However, the Boards of Directors of KMR or the KMR Special Committee may, subject to certain conditions, change its recommendation in favor of approval of the KMR Merger Agreement if, in connection with receipt of a superior proposal or an event occurring after the date of the agreement with respect to KMR that was not reasonably foreseeable at the time of the agreement, it determines in good faith that the failure to take such action would not be in the best interests of KMR, after making a determination that the failure to take such action would not be in the best interests of the KMR Public Shareholders.  In addition, the Board of Directors of KMI may, subject to certain conditions, change its recommendation in favor of approval of (x) the amendment of KMI’s certificate of incorporation to increase the number of authorized shares of KMI Common Stock and (y) the issuance of KMI Common Stock if, in connection with receipt of a superior proposal or an event occurring after the date of the agreement with respect to KMI that was not reasonably foreseeable at the time of the agreement, it determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties to KMI’s stockholders under applicable law.

The completion of the KMR Merger is subject to the concurrent completion of KMI’s merger with KMP (the “KMP Merger”) and KMI’s merger with EPB (the “EPB Merger”), each as further described in KMI’s Current Report on Form 8-K filed on August 12, 2014. The completion of the KMR Merger is also subject to the satisfaction or waiver of customary closing conditions, including: (i) approval of the KMR Merger Agreement by KMR’s unitholders; (ii) approval by KMI’s stockholders of (x) the amendment of KMI’s certificate of incorporation to increase the number of authorized shares of KMI Common Stock and (y) the issuance of KMI Common Stock in the Transactions as required pursuant to certain rules of the NYSE; (iii) there being no law or injunction prohibiting consummation of the transactions contemplated under the KMR Merger Agreement; (iv) the effectiveness of a registration statement on Form S-4; (v) approval for listing of the shares of KMI Common Stock on the NYSE issuable as the KMR Merger Consideration; (vi) subject to specified materiality standards, the accuracy of certain representations and warranties of the other party; (vii) compliance by the other party in all material respects with its covenants and (viii) the receipt of certain tax opinions.

KMI and KMR have made customary representations and warranties in the KMR Merger Agreement. The KMR Merger Agreement also contains customary covenants and agreements, including covenants and agreements relating to the conduct of each of KMR’s and KMI’s respective businesses between the date of the signing of the KMR Merger Agreement and the closing of the transactions contemplated under the KMR Merger Agreement. The representations and warranties made by each party are qualified by disclosures made in their respective disclosure schedules and Securities and Exchange Commission (“SEC”) filings. None of the representations and warranties in the KMR Merger Agreement survives the closing of the transactions contemplated under the KMR Merger Agreement.

The KMR Merger Agreement contains certain customary termination rights for both KMR and KMI, and further provides that, upon termination of the KMR Merger Agreement, under certain circumstances following a change in recommendation by either KMR or KMI in connection with its receipt of a superior proposal, the party that changed its recommendation may be required to pay the other a termination fee equal to $311 million.  Either KMR or KMI

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may terminate the KMR Merger Agreement if the closing of the KMR Merger has not occurred on or before May 11, 2015.

The KMR Merger Agreement has been attached as an exhibit to this report to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about KMI, KMR or R Merger Sub or to modify or supplement any factual disclosures about KMI or KMR in their public reports filed with the SEC. The KMR Merger Agreement includes representations, warranties and covenants of KMI, KMR and R Merger Sub made solely for purposes of the KMR Merger Agreement and which may be subject to important qualifications and limitations agreed to by KMI, KMR and R Merger Sub in connection with the negotiated terms of the KMR Merger Agreement. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to KMI’s or KMR’s SEC filings or may have been used for purposes of allocating risk among KMI, KMR and R Merger Sub rather than establishing matters as facts.

The foregoing summary of the KMR Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the KMR Merger Agreement, which is attached to this report as Exhibit 2.1 and is incorporated herein by reference.

Support Agreement

Concurrently with the execution of the KMR Merger Agreement, the KMP Merger Agremeent and the EPB Merger Agreement, KMP, KMR, KMP GP and certain other parties entered into a support agreement (the “Support Agreement”) with Richard D. Kinder and a limited partnership which he controls.  Pursuant to the Support Agreement, Mr. Kinder and the limited partnership have agreed to vote their shares of KMI Common Stock in favor of the amendment of KMI’s certificate of incorporation to increase the number of authorized shares of KMI Common Stock and the issuance of KMI Common Stock in the Transactions.  The Support Agreement will terminate upon the earlier to occur of (i) the date on which each of the KMP Merger, the KMR Merger and the EPB Merger has been consummated, or the merger agreement with respect to any such merger that has not been consummated has been terminated in accordance with its respective terms, and (ii) the Board of Directors of KMI changing its recommendation in favor of approval of (x) the amendment of KMI’s certificate of incorporation to increase the number of authorized shares of KMI Common Stock and (y) the issuance of KMI Common Stock as required pursuant to certain rules of the NYSE, in accordance with the provisions of any of the KMP Merger Agreement, the KMR Merger Agreement or the EPB Merger Agreement. The foregoing summary of the Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Support Agreement, which is attached hereto as Exhibit 10.1.

Certain Relationships

As disclosed in KMI’s SEC filings, KMI indirectly owns 100% of the outstanding common stock of KMP GP and 100% of El Paso Pipeline GP Company, L.L.C., as well as approximately 13% of the common units of KMP, 8% of the listed shares of KMR and 41% of

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the common units of EPB.

Item 8.01. Other Events.

On August 12, 2014, the parties made available an updated investor presentation related to the Transactions.  The full text of this presentation is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.                                        Financial Statements and Exhibits.

(d)                                 Exhibits

2.1                               Agreement and Plan of Merger, dated as of August 9, 2014, by and among Kinder Morgan Management, LLC, Kinder Morgan, Inc. and R Merger Sub LLC (schedules omitted pursuant to Item 601(b)(2) of Regulation S-K).

10.1                        Support Agreement, dated as of August 9, 2014, by and among Kinder Morgan Energy Partners, L.P., Kinder Morgan G.P., Inc., Kinder Morgan Management, LLC, El Paso Pipeline Partners, L.P., El Paso Pipeline GP Company, L.L.C., Richard D. Kinder and RDK Investments, Ltd.

99.1                        Investor Presentation

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication may be deemed to be solicitation material in respect of the proposed acquisition by KMI of each of KMP, KMR and EPB. KMI plans to file with the SEC a registration statement on Form S-4 in connection with the proposed mergers described herein (collectively, the “Proposed Transactions”).  KMI will file with the SEC and mail to its security holders a proxy statement in connection with its special meeting.  Each of KMP, KMR and EPB plans to file with the SEC and mail to its security holders a proxy statement/prospectus in connection with the Proposed Transactions.  The registration statement, the KMI proxy statement and each proxy statement/prospectus will contain important information about KMI, KMP, KMR, EPB, the Proposed Transactions and related matters.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY THE REGISTRATION STATEMENT, THE APPLICABLE PROXY STATEMENT OR PROXY STATEMENT/PROSPECTUS WHEN THEY ARE AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGERS OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT OR THE PROXY STATEMENT/PROSPECTUS.

Investors and security holders will be able to obtain copies of the KMI proxy statement and each proxy statement/prospectus as well as other filings containing information about KMI, KMP, KMR and EPB, without charge, at the SEC’s website, http://www.sec.gov.  Copies of documents filed with the SEC by KMI, KMP, KMR and EPB will be made available free of charge on Kinder Morgan, Inc.’s website at http://www.kindermorgan.com/investor/ or by written request by contacting the investor relations department of KMI, KMP, KMR or EPB at the following address: 1001 Louisiana Street, Suite 1000, Houston, Texas 77002, Attention: Investor Relations

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or by phone at (713)-369-9490 or by email at km_ir@kindermorgan.com.

NO OFFER OR SOLICITATION

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

PARTICIPANTS IN THE SOLICITATION

KMI, KMP, KMR and EPB, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the Proposed Transactions.  Information regarding the directors and executive officers of KMI is contained in KMI’s Form 10-K for the year ended December 31, 2013 and its proxy statement filed on April 9, 2014, each of which has been filed with the SEC.  Information regarding the directors and executive officers of KMP’s general partner and KMR, the delegate of KMP’s general partner, is contained in KMP’s Form 10-K for the year ended December 31, 2013, which has been filed with the SEC.  Information regarding the directors and executive officers of KMR is contained in KMR’s Form 10-K for the year ended December 31, 2013, which has been filed with the SEC.  Information regarding the directors and executive officers of EPB’s general partner is contained in EPB’s Form 10-K for the year ended December 31, 2013, which has been filed with the SEC.

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

Statements in this communication regarding the Proposed Transactions involving KMI, KMP, KMR and EPB, the expected timetable for completing the Proposed Transactions, the expected benefit of the Proposed Transactions, future financial and operating results, future opportunities for the combined company and any other statements about management’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements.  There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability to consummate the Proposed Transactions; the ability to obtain requisite regulatory and shareholder or unitholder approval and the satisfaction of the other conditions to the consummation of the Proposed Transactions; the ability to realize anticipated synergies and cost savings; the potential impact of the announcement or consummation of the Proposed Transactions on relationships, including with employees, suppliers, customers and competitors; the ability to achieve revenue growth; the effects of environmental, legal, regulatory or other uncertainties; the effects of government regulations and policies and of the pace of deregulation of retail natural gas; national, international, regional and local economic or competitive conditions and developments; possible changes in credit ratings; capital and credit markets conditions; interest rates; the political and economic stability of oil producing nations; energy

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markets, including changes in the price of certain commodities; weather, alternative energy sources, conservation and technological advances that may affect price trends and demand; business and regulatory or legal decisions; the timing and success of business development efforts; acts of nature, accidents, sabotage, terrorism (including cyber attacks) or other similar acts causing damage greater than the insurance coverage limits of the combined company; and the other factors and financial, operational and legal risks or uncertainties described in KMI’s, KMP’s, KMR’s and EPB’s Annual Reports on Form 10-K for the year ended December 31, 2013 and other subsequent filings with the SEC.  KMI, KMP, KMR and EPB disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication, other than as required by applicable law.

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S I G N A T U R E

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.

EXHIBIT INDEX

2.1                               Agreement and Plan of Merger, dated as of August 9, 2014, by and among Kinder Morgan Management, LLC, Kinder Morgan, Inc. and R Merger Sub LLC (schedules omitted pursuant to Item 601(b)(2) of Regulation S-K).

10.1                        Support Agreement, dated as of August 9, 2014, by and among Kinder Morgan Energy Partners, L.P., Kinder Morgan G.P., Inc., Kinder Morgan Management, LLC, El Paso Pipeline Partners, L.P., El Paso Pipeline GP Company, L.L.C., Richard D. Kinder and RDK Investments, Ltd.

99.1                        Investor Presentation

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