EPE » Topics » Election of Directors

This excerpt taken from the EPE 8-K filed Feb 17, 2006.

Election of Directors

 

On February 14, 2006, Robert G. Phillips, O.S. Andras, Richard H. Bachmann, W. Randall Fowler and W. Matt Ralls were elected as directors of EPE Holdings, LLC (“EPE Holdings”), the general partner of Enterprise GP Holdings L.P. (the “Company”). Immediately prior to their appointment as directors of EPE Holdings, Messrs. Andras and Ralls had resigned as directors of the Company’s wholly-owned subsidiary, Enterprise Products GP, LLC (“Enterprise Products GP”), which is the general partner of Enterprise Products Partners L.P. (“Enterprise Products Partners”). A copy of the press release announcing the reorganization of EPE Holdings’ board of directors is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

 

Following the reorganization of its board of directors, the directors of EPE Holdings are as follows:

 

Name

 

Position with EPE Holdings

Dan L. Duncan

 

Director and Chairman

Michael A. Creel

 

Director, President and Chief Executive Officer

Richard H. Bachmann

 

Director, Executive Vice President, Chief Legal Officer and Secretary

W. Randall Fowler

 

Director, Senior Vice President and Chief Financial Officer

Robert G. Phillips

 

Director

O.S. Andras

 

Director

Charles E. McMahen (1,2,4)

 

Independent Director

Edwin E. Smith (1,2)

 

Independent Director

W. Matt Ralls (1,2,3)

 

Independent Director

 

 

 

(1)   Member of Audit and Conflicts Committee

(2)   Member of Governance Committee

(3)   Chairman of Governance Committee

(4)   Chairman of Audit and Conflicts Committee

                

The newly elected inside directors – Messrs. Phillips, Bachmann and Fowler – are current employees of EPCO, Inc. (“EPCO”). Mr. Phillips is President and Chief Executive Officer of Enterprise Products GP. Mr. Bachmann and Mr. Fowler are executive officers of EPE Holdings and Enterprise Products GP. In accordance with an administrative services agreement between the Company and EPCO, the Company will be allocated a portion of the compensation paid to these individuals for their service as executive officers of EPE Holdings (as applicable) and on a consolidated financial basis for their service as executive officers of Enterprise Products GP. No compensation will be paid to these individuals for their service as directors.

 

The Board of Directors of EPE Holdings has determined that Mr. Ralls meets the director independence requirements under the applicable rules and regulations of the Securities and Exchange Commission and under the New York Stock Exchange’s Audit Committee Additional Requirements. Mr. Andras’ and Mr. Ralls’ compensation will be paid by EPE Holdings in accordance with its standard compensation arrangement for outside directors.

 

As a result of the foregoing changes, the Board of Directors of EPE Holdings has only three independent directors (Messrs. McMahen, Smith and Ralls) and therefore no longer has a majority of independent directors.

2


Because the Company is a limited partnership and meets the definition of a “controlled company” under the listing standards of the NYSE, the Company is not required to comply with certain requirements of the NYSE. Accordingly, the Company has elected to not comply with Section 303A.01 of the NYSE Listed Company Manual, which would require that the Board of Directors of EPE Holdings be comprised of a majority of independent directors.

 

 

The following is a brief summary of the qualifications of the newly-elected directors:

 

This excerpt taken from the EPE 8-K filed Feb 16, 2006.

Election of Directors

 

On February 14, 2006, Robert G. Phillips, O.S. Andras, Richard H. Bachmann, W. Randall Fowler and W. Matt Ralls were elected as directors of EPE Holdings, LLC (“EPE Holdings”), the general partner of Enterprise GP Holdings L.P. (the “Company”). Immediately prior to their appointment as directors of EPE Holdings, Messrs. Andras and Ralls had resigned as directors of the Company’s wholly-owned subsidiary, Enterprise Products GP, LLC (“Enterprise Products GP”), which is the general partner of Enterprise Products Partners L.P. (“Enterprise Products Partners”). A copy of the press release announcing the reorganization of EPE Holdings’ board of directors is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

 

Following the reorganization of its board of directors, the directors of EPE Holdings are as follows:

 

Name

 

Position with EPE Holdings

Dan L. Duncan

 

Director and Chairman

Michael A. Creel

 

Director, President and Chief Executive Officer

Richard H. Bachmann

 

Director, Executive Vice President, Chief Legal Officer and Secretary

W. Randall Fowler

 

Director, Senior Vice President and Chief Financial Officer

Robert G. Phillips

 

Director

O.S. Andras

 

Director

Charles E. McMahen (1,2,4)

 

Independent Director

Edwin E. Smith (1,2)

 

Independent Director

W. Matt Ralls (1,2,3)

 

Independent Director

 

 

 

(1)   Member of Audit and Conflicts Committee

(2)   Member of Governance Committee

(3)   Chairman of Governance Committee

(4)   Chairman of Audit and Conflicts Committee

                

The newly elected inside directors – Messrs. Phillips, Bachmann and Fowler – are current employees of EPCO, Inc. (“EPCO”). Mr. Phillips is President and Chief Executive Officer of Enterprise Products GP. Mr. Bachmann and Mr. Fowler are executive officers of EPE Holdings and Enterprise Products GP. In accordance with an administrative services agreement between the Company and EPCO, the Company will be allocated a portion of the compensation paid to these individuals for their service as executive officers of EPE Holdings (as applicable) and on a consolidated financial basis for their service as executive officers of Enterprise Products GP. No compensation will be paid to these individuals for their service as directors.

 

The Board of Directors of EPE Holdings has determined that Mr. Ralls meets the director independence requirements under the applicable rules and regulations of the Securities and Exchange Commission and under the New York Stock Exchange’s Audit Committee Additional Requirements. Mr. Andras’ and Mr. Ralls’ compensation will be paid by EPE Holdings in accordance with its standard compensation arrangement for outside directors.

 

As a result of the foregoing changes, the Board of Directors of EPE Holdings has only three independent directors (Messrs. McMahen, Smith and Ralls) and therefore no longer has a majority of independent directors. Because the Company is a limited partnership and meets the definition of a “controlled company” under the listing standards of the NYSE, the Company is not required to comply with certain requirements of the NYSE. Accordingly, the Company has elected to not comply with Section 303A.01 of the NYSE Listed Company Manual, which would require that the Board of Directors of EPE Holdings be comprised of a majority of independent directors.

 

 

 

2


 

The following is a brief summary of the qualifications of the newly-elected directors:

 

EXCERPTS ON THIS PAGE:

8-K
Feb 17, 2006
8-K
Feb 16, 2006
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