Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 1, 2020, the Board of Directors (the "Board") of Targa Resources Corp.
(the "Company") increased the size of the Board from eleven members to twelve
members and appointed Ms. Lindsey M. Cooksen to the Board to fill the newly
created position. Ms. Cooksen was designated as a Class II Director, with a term
expiring at the Company's 2021 annual meeting of stockholders. In addition to
her service on the Company's Board, Ms. Cooksen also serves on the board of
directors of the general partner of Targa Resources Partners LP, all of the
outstanding common units representing limited partner interests of which are
owned by the Company.
There are no understandings or arrangements between Ms. Cooksen and any other
person pursuant to which Ms. Cooksen was selected to serve as a director of the
Company. There are no relationships between Ms. Cooksen and the Company or any
of its subsidiaries that would require disclosure pursuant to Item 404(a) of
Regulation S-K.
As a non-employee director, Ms. Cooksen will receive compensation in accordance
with the Company's policies for compensating non-employee directors, including
awards under the Amended and Restated Targa Resources Corp. 2010 Stock Incentive
Plan, as amended (the "Plan"), as described in the Company's definitive proxy
statement filed with the Securities and Exchange Commission (the "Commission")
on March 27, 2020. On June 2, 2020, the Compensation Committee granted
Ms. Cooksen an award under the Plan of 2,149 shares of restricted stock (the
"Restricted Stock Award"). The terms of the Restricted Stock Award are generally
in accordance with the Form of Restricted Stock Agreement for Directors filed
with the Commission on February 16, 2018 as Exhibit 10.13 to the Company's
Annual Report on Form 10-K. The Restricted Stock Award will become vested on
June 2, 2021 contingent on Ms. Cooksen's continued service on the Board through
such date.
In addition, on June 1, 2020, the Company entered into an indemnification
agreement with Ms. Cooksen (such agreement, the "Indemnification Agreement").
The Indemnification Agreement requires the Company to indemnify Ms. Cooksen to
the fullest extent permitted under Delaware law against liability that may arise
by reason of her service to the Company, and to advance expenses incurred as a
result of any proceeding against her as to which she could be indemnified. The
description of the Indemnification Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the
Indemnification Agreement, a copy of which is filed herewith as Exhibit 10.1 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
10.1 Indemnification Agreement by and between Targa Resources Corp. and
Lindsey M. Cooksen, dated June 1, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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