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): March 3, 2009 (February 25, 2009)
WESTERN GAS PARTNERS, LP
(Exact name of registrant as specified in its charter)
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| Delaware
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001-34046
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26-1075808 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation or organization)
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File Number)
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Identification No.) |
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
(Address of principal executive office) (Zip Code)
(832) 636-6000
(Registrants’ telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(b), (d) On February 25, 2009, Mr. Karl F. Kurz was replaced as a director of Western Gas Holdings,
LLC, the general partner of Western Gas Partners, LP (the “Partnership”) by Mr. Charles A. Meloy.
Mr. Kurz is leaving Anadarko Petroleum Corporation, the general partner’s ultimate parent
(“Anadarko”), to pursue other interests. Mr. Meloy currently serves as Anadarko’s Senior Vice
President of Worldwide Operations.
(e) On February 25, 2009, Anadarko’s Board of Directors named Robert G. Gwin as Anadarko’s Senior
Vice President, Finance and Chief Financial Officer, effective March 1, 2009. No changes were made
to Mr. Gwin’s position at Western Gas Holdings, LLC. In connection with his appointment, the
following changes were made to Mr. Gwin’s compensation at Anadarko, a portion of which will be
allocable to the Partnership under the terms of the Omnibus Agreement between the Partnership and
Anadarko: (i) an increase in base salary from $475,000 to $575,000; (ii) an increase in his 2009
bonus target opportunity under Anadarko’s annual incentive program from 90% of base salary to 95%
of base salary; (iii) a grant of a total of 29,900 shares of restricted stock units and options to
purchase 66,200 shares of Anadarko’s common stock under Anadarko’s 2008 Omnibus Incentive
Compensation Plan. The restricted stock units will vest equally over three years beginning on the
first anniversary of the grant. The options will have a term of seven years and will vest equally
over three years beginning on the first anniversary of the grant.