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): December 2, 2014 (December 1, 2014)

MEMORIAL PRODUCTION PARTNERS LP

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-35364   90-0726667

(State or Other Jurisdiction of Incorporation or

Organization)

  (Commission File Number)   (I.R.S. Employer Identification No.)

 

500 Dallas Street, Suite 1800

Houston, Texas

  77002
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (713) 588-8300

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))

 

 

 


Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Robert A. Innamorati notified the Board of Directors (the “Board”) of Memorial Production Partners GP LLC, the general partner (the “Company”) of Memorial Production Partners LP (the “Partnership”), that he intended to resign from the Board and from his position on the audit committee of the Board effective December 1, 2014. Robert Innamorati’s decision to resign as a director was not the result of any disagreement with the Partnership or any of its affiliates on any matter relating to the Partnership’s operations, policies or practices.

On November 30, 2014, W. Donald Brunson was appointed to the Board effective December 1, 2014. Mr. Brunson will serve as an independent director and has been appointed to serve as a member of the audit committee.

There are no arrangements or understandings between Mr. Brunson and any other persons pursuant to which Mr. Brunson was selected as a director of the Company. There are no transactions in which Mr. Brunson has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Brunson will receive the same compensation for his service on the Board as the other non-employee directors of the Company in accordance with the Company’s policies for compensating non-employee directors, including any long-term equity incentive awards under the Company’s Long-Term Incentive Plan. He will receive an annual cash retainer of $100,000 for serving as a director, with such amount payable in arrears quarterly, and a future grant of restricted common units pursuant to the Company’s Long-Term Incentive Plan.

The Company and the Partnership agreed to enter into an indemnification agreement with Mr. Brunson in the form entered into with other directors of the Company. The indemnification agreement provides, among other things, that the Company and the Partnership will, to the fullest extent permitted by applicable law, indemnify and hold harmless Mr. Brunson against all losses, liabilities, judgments, fines, penalties, costs, expenses and other amounts that Mr. Brunson reasonably incurs and that result from, arise in connection with or are by reason of Mr. Brunson’s service as a director or in any other capacity for the Company, the Partnership or its subsidiaries at the request of the Company or the Partnership. Under the indemnification agreement, in specified circumstances, the Company and the Partnership must advance payment of expenses to Mr. Brunson, including reasonable attorneys’ fees, in connection with certain proceedings. The indemnification agreement also provides that the Company must use its reasonable efforts to maintain specified insurance policies and coverages. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

 

Exhibit Number

  

Description

10.1    Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.8 of the Partnership’s Current Report on Form 8-K (File No. 001-35364) filed on December 15, 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.

 

          MEMORIAL PRODUCTION PARTNERS LP
   By:   

Memorial Production Partners GP LLC,

its general partner

Date:  December 2, 2014    By:   

/s/ Kyle N. Roane

      Kyle N. Roane
      Senior Vice President, General Counsel & Corporate Secretary


EXHIBIT INDEX

 

Exhibit Number

  

Description

10.1    Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.8 of the Partnership’s Current Report on Form 8-K (File No. 001-35364) filed on December 15, 2011)