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):
May 9, 2016
CSI Compressco LP
(Exact name of registrant as specified in its charter)
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Delaware
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1-35195
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94-3450907
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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3809 S. FM 1788
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Midland, Texas 79706
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(Address of Principal Executive Offices and Zip Code)
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Registrant's telephone number, including area code:
(432) 563-1170
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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 (see General Instruction A.2. below):
[ ] 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.
As part of general wage and salary reductions at CSI Compressco GP Inc., the general partner (“General Partner”) of CSI Compressco LP (the “Partnership), on May 9, 2016, the executive management of the General Partner voluntarily agreed to a ten percent (10%) reduction in their base salary for the period from May 14, 2016 until September 30, 2016. The following table sets forth the reduced base salaries effective for the current officers of the General Partner (other than Elijio V. Serrano) who were identified as named executive officers in the Partnership’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on March 11, 2016.
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Named Executive Officer
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Title
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Previous Base Salary
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New Effective Base Salary
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Effective Reduction
(%)
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Timothy A. Knox
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President
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$400,000
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$360,000
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10%
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Ronald J. Foster
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Senior Vice President and Chief Marketing Officer
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$325,000
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$292,500
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10%
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Charles B. Benge
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Vice President of Operations
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$240,000
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$216,000
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10%
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Anthony D. Speer
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Vice President of Manufacturing
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$190,000
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$171,000
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10%
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In connection with the temporary salary reduction, each of the executive officers listed above entered into substantially similar amendments to their respective employment agreements (the “Amendments”) to reflect the temporary salary decrease, copies of which are attached hereto as exhibits and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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10.1
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Amendment dated May 9, 2016 to Employment Agreement dated effective as of August 4, 2014 between CSI Compressco GP Inc. and Timothy A. Knox.
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10.2
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Amendment dated May 9, 2016 to Employment Agreement dated effective as of August 4, 2014 between CSI Compressco GP Inc. and Ronald J. Foster.
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10.3
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Amendment dated May 9, 2016 to Employment Agreement dated effective as of August 4, 2014 between CSI Compressco GP Inc. and Charles B. Benge.
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10.4
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Amendment dated May 9, 2016 to Employment Agreement dated effective as of August 4, 2014 between CSI Compressco GP Inc. and Anthony D. Speer.
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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.
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CSI Compressco LP
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By:
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CSI Compressco GP Inc.,
its general partner
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By:
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/s/Bass C. Wallace, Jr.
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Bass C. Wallace, Jr.
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General Counsel
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Date: May 9, 2016
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EXHIBIT INDEX
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Exhibit Number
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Description
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10.1
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Amendment dated May 9, 2016 to Employment Agreement dated effective as of August 4, 2014 between CSI Compressco GP Inc. and Timothy A. Knox.
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10.2
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Amendment dated May 9, 2016 to Employment Agreement dated effective as of August 4, 2014 between CSI Compressco GP Inc. and Ronald J. Foster.
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10.3
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Amendment dated May 9, 2016 to Employment Agreement dated effective as of August 4, 2014 between CSI Compressco GP Inc. and Charles B. Benge.
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10.4
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Amendment dated May 9, 2016 to Employment Agreement dated effective as of August 4, 2014 between CSI Compressco GP Inc. and Anthony D. Speer.
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EXHIBIT 10.1
May 9, 2016
Mr. Timothy A. Knox
6904 Paradise Lane
Midland, Texas 79707
Re:
Amendment to Employment Agreement (the “Employment Agreement”) dated as of August 4, 2014, between CSI Compressco GP Inc. (the “Company”) and Timothy A. Knox
Dear Tim:
In order to address the challenges that the Company continues to face with the downturn in the oil and gas market, we are implementing workweek schedule and wage reductions.
Please sign below to confirm your consent and agreement that your current Base Salary set forth in Section 3.1 of the Employment Agreement will be reduced by 10% from $400,000 to $360,000 (on an annual basis) effective May 14, 2016. You also understand that your incentive compensation under the CICP (as defined in the Employment Agreement) for 2016 will be based on your Base Salary in effect on December 31, 2016. You further acknowledge and agree that this salary reduction does not constitute “Good Reason” for termination as defined in Section 4.4 of the Employment Agreement.
In this very difficult market, we appreciate your continued commitment and hard work.
Sincerely,
/s/Bass C. Wallace, Jr.
Bass C. Wallace, Jr., General Counsel
Agreed to and acknowledged
on May 9, 2016 by:
/s/Timothy A. Knox
Timothy A. Knox
CSI Compressco LP P.O. Box 60760, Midland, TX 79711.
1-432-563-1170 www.csicompressco.com
EXHIBIT 10.2
May 9, 2016
Mr. Ronald J. Foster
1400 Kerry Lane
Edmond, Oklahoma 73034
Re:
Amendment to Employment Agreement (the “Employment Agreement”) dated as of August 4, 2014, between CSI Compressco GP Inc. (the “Company”) and Ronald J. Foster
Dear Ron:
In order to address the challenges that the Company continues to face with the downturn in the oil and gas market, we are implementing workweek schedule and wage reductions.
Please sign below to confirm your consent and agreement that your current Base Salary set forth in Section 3.1 of the Employment Agreement will be reduced by 10% from $325,000 to $295,000 (on an annual basis) effective May 14, 2016. You also understand that your incentive compensation under the CICP (as defined in the Employment Agreement) for 2016 will be based on your Base Salary in effect on December 31, 2016. You further acknowledge and agree that this salary reduction does not constitute “Good Reason” for termination as defined in Section 4.4 of the Employment Agreement.
In this very difficult market, we appreciate your continued commitment and hard work.
Sincerely,
/s/Bass C. Wallace, Jr.
Bass C. Wallace, Jr., General Counsel
Agreed to and acknowledged
on May 9, 2016 by:
/s/Ronald J. Foster
Ronald J. Foster
CSI Compressco LP P.O. Box 60760, Midland, TX 79711.
1-432-563-1170 www.csicompressco.com
EXHIBIT 10.3
May 9, 2016
Mr. Charles (Brad) Benge
29411 Waller Spring Creek Road
Waller, Texas 77484
Re:
Amendment to Employment Agreement (the “Employment Agreement”) dated as of August 4, 2014, between CSI Compressco GP Inc. (the “Company”) and Charles B. Benge
Dear Brad:
In order to address the challenges that the Company continues to face with the downturn in the oil and gas market, we are implementing workweek schedule and wage reductions.
Please sign below to confirm your consent and agreement that your current Base Salary set forth in Section 3.1 of the Employment Agreement will be reduced by 10% from $240,000 to $216,000 (on an annual basis) effective May 14, 2016. You also understand that your incentive compensation under the CICP (as defined in the Employment Agreement) for 2016 will be based on your Base Salary in effect on December 31, 2016. You further acknowledge and agree that this salary reduction does not constitute “Good Reason” for termination as defined in Section 4.4 of the Employment Agreement.
In this very difficult market, we appreciate your continued commitment and hard work.
Sincerely,
/s/Bass C. Wallace, Jr.
Bass C. Wallace, Jr., General Counsel
Agreed to and acknowledged
on May 9, 2016 by:
/s/Charles B. Benge
Charles B. Benge
CSI Compressco LP P.O. Box 60760, Midland, TX 79711.
1-432-563-1170 www.csicompressco.com
EXHIBIT 10.4
May 9, 2016
Mr. Anthony D. Speer
2908 Passage Way
Midland, Texas 79705
Re:
Amendment to Employment Agreement (the “Employment Agreement”) dated as of August 4, 2014, between CSI Compressco GP Inc. (the “Company”) and Anthony D. Speer
Dear Anthony:
In order to address the challenges that the Company continues to face with the downturn in the oil and gas market, we are implementing workweek schedule and wage reductions.
Please sign below to confirm your consent and agreement that your current Base Salary set forth in Section 3.1 of the Employment Agreement will be reduced by 10% from $190,000 to $171,000 (on an annual basis) effective May 14, 2016. You also understand that your incentive compensation under the CICP (as defined in the Employment Agreement) for 2016 will be based on your Base Salary in effect on December 31, 2016. You further acknowledge and agree that this salary reduction does not constitute “Good Reason” for termination as defined in Section 4.4 of the Employment Agreement.
In this very difficult market, we appreciate your continued commitment and hard work.
Sincerely,
/s/Bass C. Wallace, Jr.
Bass C. Wallace, Jr., General Counsel
Agreed to and acknowledged
on May 9, 2016 by:
/s/Anthony D. Speer
Anthony D. Speer
CSI Compressco LP P.O. Box 60760, Midland, TX 79711.
1-432-563-1170 www.csicompressco.com
