Form 8-K dated December 12, 2006
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): December 12, 2006
GENESIS
ENERGY, L.P.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-12295
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76-0513049
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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500
Dallas, Suite 2500, Houston, Texas
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77002
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(Address
of principal executive offices)
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(Zip
Code)
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(713)
860-2500
(Registrant's
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:
___
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)
Section
5 - Corporate Governance and Management
This
Form
8-K describes modifications to the compensation arrangements for certain of
our
executive officers and directors made at the December 12, 2006 Board of
Directors’ meeting. The modifications include changes in director compensation,
adjustments to the base compensation for 2007 for three of our Named Executive
Officers and changes to our Severance Protection Plan. Otherwise the
compensation arrangements and plans previously described in previous filings
remain in place.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Directors’
Compensation Arrangements
At
its
meeting on December 12, 2006, the Board of Directors approved increasing the
2007 retainer fee for the independent directors to $40,000 from $30,000 per
year. We will continue to pay Denbury a fee of $120,000 annually for providing
four of its executives as directors of Genesis.
Additionally,
the fees for attendance at meetings by all non-employee directors were changed
to $2,000 for each meeting attended in person and $1,000 for meetings attended
telephonically. This fee is applicable to meetings of the Board of Directors
and
committee meetings, however only one meeting fee can be earned per day. Meeting
fees for the four executives provided by Denbury as directors will be paid
to
Denbury. Previously, independent directors received a fee of $1,500 for each
Audit Committee meeting attended.
The
Audit
Committee Chairperson will continue to receive an annual fee of $4,000 for
service in that role.
The
non-employee directors receive stock appreciation rights under the same terms
as
the Executive Officers of the General Partner, pursuant to the Genesis Energy,
Inc. Stock Appreciation Rights Plan. The awards to be granted to those directors
for 2006 will consist of 1,000 rights, and are expected to be granted in late
December 2006.
Severance
Protection Plan
At
its
meeting on December 12, 2006, the Board of Directors approved amendments to
our
Severance Protection Plan, primarily to update the lists of participants in
the
Plan. The Amended and Restated Genesis Energy Severance Protection Plan is
attached hereto as Exhibit 10.1.
Executive
Officers’ Base Salaries
At
its
meeting on December 12, 2006, the Compensation Committee of the Board of
Directors increased the base salaries of three of our Named Executive Officers
effective January 1, 2007. Base salaries for 2007 will be $200,000 for Ross
Benavides, $185,000 for Kerry Mazoch and $175,000 for Karen Pape.
Item
9.01. Financial Statements and Exhibits
(a) Financial
statements of businesses acquired.
Not
applicable
(b) Pro
forma
financial information.
Not
applicable.
(c)
Exhibits
The
following materials are filed as exhibits to this Current Report on Form
8-K.
Exhibits.
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 thereunto
duly authorized.
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GENESIS
ENERGY, l.P.
(A
Delaware Limited Partnership)
By:
Genesis Energy, Inc., as General Partner
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| Date:
December 15, 2006 |
By: |
/s/
ROSS A. BENAVIDES |
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Ross
A. Benavides
Chief Financial
Officer
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