Item 5.02 Departure of Directors or Certain Officers; Election of Director; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective March 26, 2019, Amanda M. McMillian was appointed to the Board of Directors (the “Board”) of Western Midstream Holdings, LLC (the “General Partner”), the general partner of Western Midstream Partners, LP (the “Partnership”).
Ms. McMillian has served as Executive Vice President and General Counsel of Anadarko Petroleum Corporation (“Anadarko”) since August 2018. Prior to this position, she served as Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer of Anadarko since September 2015; Vice President, Deputy General Counsel, Corporate Secretary and Chief Compliance Officer of Anadarko since May 2013; and Deputy General Counsel and Corporate Secretary of Anadarko since July 2012. Ms. McMillian joined Anadarko in December 2004 and has held positions of increasing responsibility with Anadarko, including Vice President, General Counsel and Corporate Secretary of Western Gas Holdings, LLC, general partner of Western Gas Partners, LP, from January 2008 to August 2012. Prior to joining Anadarko, she practiced corporate and securities law at the law firm of Akin Gump Strauss Hauer & Feld LLP, where she represented a variety of clients in a wide range of transactional, corporate governance and securities matters.
Also, on March 20, 2019, Mr. Philip H. Peacock provided the General Partner with notice of his intention to resign as Senior Vice President, General Counsel and Corporate Secretary of the General Partner, effective March 26, 2019. Mr. Peacock is resigning to focus on his duties as Vice President, Deputy General Counsel, Chief Compliance Officer and Corporate Secretary of Anadarko.
On March 26, 2019, the Board appointed John D. Montanti as Vice President, General Counsel and Corporate Secretary of the General Partner. Mr. Montanti previously served as an Associate General Counsel and Assistant Secretary of Anadarko, where he led the corporate legal practice group for over six years. He joined Anadarko in February 2009, and since that time served in a number of positions of increasing responsibility within the legal department. Mr. Montanti holds a Juris Doctor degree from Georgetown University Law Center, as well as a Bachelor of Arts in Economics and a Master of Business Administration from the University of Miami. He is licensed to practice law in the state of Florida.
Mr. Montanti will be eligible to receive future equity awards under our and Anadarko’s compensation programs, as described under the heading “Executive Compensation
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Compensation Discussion and Analysis
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Elements of Compensation” in our Form 10-K for the year ended December 31, 2018, as filed with the U.S. Securities and Exchange Commission (“SEC”) on February 20, 2019. Mr. Montanti is also eligible to participate in Anadarko’s other benefits, including welfare and retirement benefits, severance benefits and change of control benefits, compensation programs, and other benefits on the same basis as other eligible Anadarko employees, and we will bear the expenses related to the portion of such benefits allocable to us. Other than as described herein, there is no arrangement or understanding between Mr. Montanti and any other person pursuant to which he was selected as an officer of the General Partner.
In connection with their appointments, Ms. McMillian and Mr. Montanti will enter into indemnification agreements with the General Partner, the form of which has been previously filed by the Partnership with the SEC.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 26, 2019, the General Partner’s limited liability company agreement was amended effective February 28, 2019, to remove the cap on the number of directors that can serve on the General Partner’s Board.