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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