UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 21, 2024
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (zip code)
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 21, 2024, Mr. W. Brett Smith announced his resignation from the board of directors of USA Compression GP, LLC (the “General Partner”), the general partner of USA Compression Partners, LP (the “Partnership”), including all committees of the Board on which he serves, effective March 22, 2024.
Mr. Smith’s decision to resign from the board of directors of the General Partner was not due to any disagreement with the General Partner or the Partnership relating to operations, practices or policies.
On March 21, 2024, Energy Transfer LP (“ET”), the sole member of the General Partner appointed John L. Wortham to serve as a director on the Board to fill the vacancy created by Mr. Smith’s resignation, effective as of March 22, 2024. In connection with Mr. Wortham’s appointment, the Board appointed Mr. Wortham to serve on the audit and compensation committees of the Board. Mr. Wortham will serve on these committees in addition to Mr. Glenn Joyce and Mr. William Waldheim.
There are no arrangements or understandings between Mr. Wortham and any other persons pursuant to which he will serve as a director. As an outside director, Mr. Wortham will receive compensation from the Partnership for his service as a director on the Board pursuant to the General Partner’s Amended and Restated Outside Director Compensation Policy, as described in the Partnership’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 13, 2024, including an award of 2,500 phantom units upon his appointment to the Board. There are no relationships between Mr. Wortham and the General Partner or the Partnership that would require disclosure pursuant to Item 404(a) of Regulation S-K.
SIGNATURE
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.
| USA COMPRESSION PARTNERS, LP | |||||||||||
| By: | USA Compression GP, LLC, | ||||||||||
| its General Partner | |||||||||||
| Date: | March 22, 2024 | By: | /s/ Christopher W. Porter | ||||||||
| Christopher W. Porter | |||||||||||
| Vice President, General Counsel and Secretary | |||||||||||