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): January 29, 2020
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on
which registered |
| Common Units | EVA | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 29, 2020, the board of directors of Enviva Partners GP, LLC, the general partner of Enviva Partners, LP (the “Partnership”), approved and adopted the First Amendment (the “First Amendment”) to the Enviva Partners, LP Long-Term Incentive Plan (“LTIP”). Effective January 29, 2020, the First Amendment (i) increased the number of common units of the Partnership that may be delivered with respect to awards under the LTIP by 68,972 common units (which brings the total number of common units that may be delivered under the LTIP to 2,450,000 common units); (ii) updated the tax withholding provision of the LTIP; and (iii) extended the term of the LTIP until January 29, 2030.
A description of the material terms of the LTIP was included in an amendment to the Partnership’s Registration Statement on Form S-1/A filed with the U.S. Securities and Exchange Commission on April 20, 2015. In addition, the foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Exhibits.
|
Exhibit
|
Description |
| 10.1 | First Amendment to Enviva Partners, LP Long-Term Incentive Plan |
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENVIVA PARTNERS, LP | ||
| By: | Enviva Partners GP, LLC, its general partner | |
| Date: February 3, 2020 | ||
| By: | /s/ Jason E. Paral | |
| Name: | Jason E. Paral | |
| Title: | Vice President, Associate General Counsel, Chief Compliance Officer and Secretary | |
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Exhibit 10.1
FIRST AMENDMENT TO
ENVIVA PARTNERS, LP
LONG-TERM INCENTIVE PLAN
WHEREAS, Enviva Partners GP, LLC, a Delaware limited liability company (the “General Partner”), the general partner of Enviva Partners, LP, a Delaware limited partnership (the “Partnership”) has previously adopted the Enviva Partners, LP Long-Term Incentive Plan (the “Plan”); and
WHEREAS, the General Partner desires to amend the Plan in certain respects;
NOW, THEREFORE, the Plan shall be amended as follows, effective as of January 29, 2020 (the “Amendment Effective Date”):
1. The first sentence of Section 4(a) of the Plan shall be deleted and the following shall be substituted therefor:
“Subject to adjustment as provided in Section 4(c) and Section 7, the number of Units that may be delivered with respect to Awards under the Plan is 2,450,000 (which number is inclusive of the Units authorized under the Plan prior to January 29, 2020).”
2. Section 8(b) of the Plan shall be deleted and the following shall be substituted therefor:
“(b) Tax Withholding. Unless other arrangements have been made that are acceptable to the General Partner or any of its Affiliates, the General Partner or any Affiliate of the General Partner is authorized to deduct, withhold, or cause to be deducted or withheld, from any Award, from any payment due or transfer made under any Award or from any compensation or other amount owing to a Participant the amount (in cash, Units, including Units that would otherwise be issued pursuant to such Award, or other property) of any applicable taxes payable in respect of the grant or settlement of an Award, its exercise, the lapse of restrictions thereon, or any other payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the General Partner or any Affiliate of the General Partner to satisfy its withholding obligations for the payment of such taxes. In the event that Units that would otherwise be issued pursuant to an Award are used to satisfy such withholding obligations, the maximum number of Units that may be so withheld or surrendered shall be the number of Units that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the General Partner or any of its Affiliates with respect to such Award, as determined by the Committee.”
3. Section 9 of the Plan shall be deleted and the following shall be substituted therefor:
“Section 9. Term of the Plan. The Plan, as amended by the First Amendment to the Plan, shall be effective on January 29, 2020 and shall continue until the earliest of (i) the date terminated by the Board or the Committee, (ii) the date that all Units available under the Plan have been delivered to Participants, or (iii) January 29, 2030. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted prior to such termination, and the authority of the Board or the Committee under the Plan or an Award Agreement to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award, shall extend beyond such termination date.”
4. As amended hereby, the Plan is specifically ratified and reaffirmed.
IN WITNESS WHEREOF, the undersigned has caused this First Amendment to be executed on the Amendment Effective Date, effective for all purposes as provided above.
| ENVIVA PARTNERS GP, LLC | ||
| By: | /s/ Joseph N. Lane | |
| Name: | Joseph N. Lane | |
| Title: | Executive Vice President, Human Capital | |
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