def14a
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant þ Filed by a Party other than the Registrant o
Check the appropriate box:
o |
|
Preliminary Proxy Statement. |
|
o |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). |
|
þ |
|
Definitive Proxy Statement. |
|
o |
|
Definitive Additional Materials. |
|
o |
|
Soliciting Material under Rule 14a-12. |
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ |
|
No fee required. |
|
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
(1) |
|
Title of each class of securities to which transaction applies: |
|
|
(2) |
|
Aggregate number of securities to which transaction applies: |
|
|
(3) |
|
Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined): |
|
|
(4) |
|
Proposed maximum aggregate value of transaction: |
|
|
(5) |
|
Total fee paid: |
o |
|
Fee paid previously with preliminary materials. |
|
o |
|
Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing. |
|
(1) |
|
Amount Previously Paid: |
|
|
(2) |
|
Form, Schedule or Registration Statement No.: |
|
|
(3) |
|
Filing Party: |
|
|
(4) |
|
Date Filed: |
|
|
|
|
|
BUCKEYE PARTNERS, L.P.
|
One Greenway Plaza
Suite 600
Houston, Texas 77046
April 25, 2011
To Our Limited Partners:
You are cordially invited to attend the 2011 annual meeting of
limited partners of Buckeye Partners, L.P. to be held on
Tuesday, June 7, 2011 at the Four Seasons Hotel, 1300 Lamar
Street, Houston, Texas 77010, commencing at 9:00 a.m. local
time. A notice of the annual meeting, proxy statement and proxy
card are enclosed. We also have enclosed our 2010 Annual Report
and
Form 10-K/A
for the fiscal year ended December 31, 2010.
The board of directors of our general partner has called this
annual meeting for you to consider and act upon items described
in this proxy statement.
Your vote is important. Whether or not you plan to attend
the annual meeting, please cast your vote by completing, signing
and dating the enclosed proxy card and returning it promptly in
the accompanying envelope. You also may vote by following the
internet or telephone voting instructions on the proxy card. If
for any reason you desire to revoke your proxy, you may do so at
any time before the vote is held at the annual meeting by
following the procedures described in the accompanying proxy
statement.
Sincerely,
Forrest E. Wylie
Chairman of the Board and
Chief Executive Officer of Buckeye
GP LLC, general partner of
Buckeye Partners, L.P.
BUCKEYE
PARTNERS, L.P.
One Greenway Plaza
Suite 600
Houston, Texas 77046
NOTICE OF ANNUAL MEETING OF LIMITED PARTNERS
TO BE HELD ON JUNE 7,
2011
To the Unitholders of Buckeye Partners, L.P.:
The annual meeting of limited partners of Buckeye Partners, L.P.
will be held at the Four Seasons Hotel, 1300 Lamar Street,
Houston, Texas 77010, on June 7, 2011 at 9:00 a.m.
local time to consider the following matters:
1. The election of three Class I directors to our
general partners board of directors to serve until the
2014 annual meeting of limited partners;
2. The ratification of the selection of
Deloitte & Touche LLP (Deloitte) as
Buckeye Partners, L.P.s independent registered public
accountants for 2011;
3. An advisory vote on executive compensation;
4. An advisory vote on the frequency of the executive
compensation vote; and
5. The transaction of any other business as may properly
come before the annual meeting or any adjournments thereof,
including, without limitation, the adjournment of the annual
meeting in order to solicit additional votes from unitholders
with respect to the foregoing proposals.
Only unitholders of record at the close of business on
April 8, 2011 are entitled to attend or vote at the annual
meeting or any adjournments thereof.
Important Notice Regarding the Availability of Proxy
Materials
for the Unitholder Meeting to Be Held on June 7, 2011
In addition to delivering paper copies of these proxy materials
to you by mail, this notice, together with the accompanying
proxy statement and related form of proxy and our 2010 annual
report to unitholders are available at
www.edocumentview.com/bpl.
Your vote is important! Your broker cannot vote your
units on your behalf for certain of managements proposals
until it receives your voting instructions. For your
convenience, internet and telephone voting are available. The
instructions for voting by internet or telephone are set forth
on your proxy card. If you prefer, you may vote by mail by
completing your proxy card and returning it in the enclosed
postage-paid envelope.
By Order of the Board of Directors
of Buckeye GP LLC, as general
partner of Buckeye Partners, L.P.
Todd J. Russo
Secretary
Houston, Texas
April 25, 2011
BUCKEYE
PARTNERS, L.P.
Proxy Statement
For
Annual Meeting of Limited
Partners
To Be Held on June 7,
2011
These proxy materials, which we will begin mailing to our
unitholders on or about April 25, 2011, are being furnished
to you in connection with the solicitation of proxies by and on
behalf of the board of directors of Buckeye GP LLC, a Delaware
limited liability company (Buckeye GP), acting in
its capacity as the general partner of Buckeye Partners, L.P., a
Delaware limited partnership, for use at Buckeye Partners,
L.P.s 2011 annual meeting of limited partners or at any
adjournments thereof. The meeting will be held at the Four
Seasons Hotel at 1300 Lamar Street, Houston, Texas 77010 on
June 7, 2011 at 9:00 a.m. local time. Holders of
record of limited partnership units (LP Units) and
Class B Units at the close of business on April 8,
2011 were entitled to notice of, and are entitled to vote at,
the annual meeting and any adjournments thereof, unless such
adjournment is for more than 60 days, in which event our
general partners board of directors is required to set a
new record date. Unless otherwise indicated, the terms the
Partnership, Buckeye, our,
we, us and similar terms refer to
Buckeye Partners, L.P., together with our subsidiaries.
Proposals
At our 2011 annual meeting of limited partners, we are asking
our unitholders to consider and act upon:
|
|
|
|
|
The election of three Class I directors to serve on our
general partners board of directors until our 2014 annual
meeting;
|
|
|
|
The ratification of the selection of Deloitte as Buckeyes
independent registered public accountants for 2011;
|
|
|
|
An advisory vote on executive compensation; and
|
|
|
|
An advisory vote on the frequency of the executive compensation
vote.
|
Outstanding
LP Units and Class B Units Held on Record Date
As of the record date, there were 80,354,501 outstanding LP
Units and 6,915,725 outstanding Class B Units that were
entitled to notice of and are entitled to vote at the annual
meeting.
Quorum
Required
The presence, in person or by proxy, of the holders as of the
record date of a majority of our outstanding LP Units and
Class B Units is necessary to constitute a quorum for
purposes of voting on the proposals at the annual meeting.
Withheld votes will count as units present at the
meeting for purposes of establishing a quorum on the proposals.
Abstentions and broker non-votes count as units
present at the meeting for purposes of determining a
quorum. A broker non-vote occurs when a broker or other nominee
who holds units for another does not vote on a particular item
because the nominee does not have discretionary voting authority
for that item and has not received instructions from the owner
of the units.
Vote
Required
Directors serving on our general partners board of
directors are elected by a plurality of the votes cast by the
holders of our outstanding LP Units and Class B Units. A
plurality occurs when more votes are cast for a candidate than
those cast for an opposing candidate. Each LP Unit and
Class B Unit entitles the holder thereof as of the record
date to one vote. Unitholders are not entitled to cumulative
voting. Cumulative voting is a system for electing directors
whereby a security holder is entitled to multiply his number of
securities by the number of directors to be elected and cast the
total number of votes for a single candidate or a select few
candidates.
The approval of the ratification of our independent registered
public accountants for 2011, the advisory vote on executive
compensation, and the advisory vote on the frequency of the
executive compensation vote each require an affirmative vote of
a majority of the votes cast.
All items on the ballot are non-routine matters
under New York Stock Exchange (NYSE) rules except
ratification of the independent registered public accountants.
Brokerage firms are prohibited from voting on non-routine items
without receiving instructions from the beneficial owners of the
units. Broker non-votes will have no effect on the outcome of
the vote for all items.
How to
Vote
You may vote in person at the annual meeting, by telephone, by
internet or by proxy. Even if you plan to attend the annual
meeting, we encourage you to complete, sign and return your
proxy card or vote by following the telephone or internet voting
instructions on the proxy card in advance of the annual meeting.
In
Person
If you plan to attend the annual meeting and wish to vote in
person, we will give you a ballot at the meeting. However, if
your units are held in the name of a broker, you must obtain
from the brokerage firm Legal Proxy representing
your units.
Telephone
Please dial the toll-free telephone number set forth on the
proxy card and follow the audio instructions. You will need the
control number contained on your proxy card.
Internet
Go to the website set forth on the proxy card and follow the
on-screen instructions. You will need the control number
contained on your proxy card.
Proxy
Please mail your completed, signed and dated proxy card in the
enclosed postage-paid return envelope as soon as possible so
that your units may be represented at the annual meeting.
Revoking
Your Proxy or Changing Your Telephone or Internet Vote
You may revoke your proxy before it is voted at the annual
meeting as follows:
|
|
|
|
|
by delivering, before or at the annual meeting, a new proxy with
a later date;
|
|
|
|
by delivering, on or before the business day prior to the annual
meeting, a notice of revocation to the Secretary of our general
partner at the address set forth in the notice of the annual
meeting;
|
|
|
|
by attending the annual meeting in person and voting, although
your attendance at the annual meeting, without actually voting,
will not by itself revoke a previously granted proxy; or
|
|
|
|
if you have instructed a broker to vote your units, you must
follow the directions received from your broker to change those
instructions.
|
You may change your telephone vote as often as you wish by
following the procedures for telephone voting. The last known
vote in the telephone voting system as of the beginning of the
annual meeting at 9:00 a.m. local time on June 7, 2011
will be counted.
You may change your internet vote as often as you wish by
following the procedures for internet voting. The last known
vote in the internet voting system as of the beginning of the
annual meeting at 9:00 a.m. local time on June 7, 2011
will be counted.
2
Solicitation
and Mailing of Proxies
The expense of preparing, printing and mailing this proxy
statement and the proxies solicited hereby will be borne by us.
In addition to the use of the mail, proxies may be solicited by
representatives of our general partner in person or by
telephone, electronic mail or facsimile transmission. These
representatives will not be additionally compensated for such
solicitation, but may be reimbursed for
out-of-pocket
expenses incurred in connection therewith. If undertaken, we
expect the expenses of such solicitation by representatives of
our general partner to be nominal. We will also request
brokerage firms, banks, nominees, custodians and fiduciaries to
forward proxy materials to the beneficial owners of our LP Units
as of the record date and will provide reimbursement for the
cost of forwarding the proxy materials in accordance with
customary practice. We have retained Morrow & Co., LLC
to aid in the solicitation of proxies. The fees of
Morrow & Co., LLC are $7,500, plus reimbursement of
its reasonable costs.
Only one annual report and proxy statement will be delivered to
multiple unitholders sharing an address, if possible, unless we
have received contrary instructions from one or more of the
unitholders. Unitholders at a shared address to which a single
copy of the proxy materials was delivered who would like to
receive a separate or additional copy of the proxy materials
(including with respect to those materials or other
communications that may be delivered to unitholders in
connection with future annual or special meetings of
unitholders) should contact Morrow & Co., LLC at the
contact information set forth below, and, upon receipt of such
request, a separate copy of the proxy materials will be promptly
provided. Unitholders who currently receive multiple copies of
the proxy materials at their shared address and would like to
request only one copy of any future materials or other
communications should notify Morrow & Co., LLC of the
same at the contact information set forth below. If you have
questions about the annual meeting or need additional copies of
this proxy statement or additional proxy cards, please contact
our proxy solicitation agent as follows:
Morrow & Co., LLC
470 West Avenue
Stamford, Connecticut 06902
Email: BPL.info@morrowco.com
Phone (unitholders):
(800) 573-4412
Phone (banks and brokerage firms):
(203) 658-9400
Other
Matters for 2011 Annual Meeting
We know of no matters to be acted upon at the annual meeting
other than the proposals included in the accompanying notice and
described in this proxy statement. If any other matter requiring
a vote of unitholders arises, including a question of adjourning
the annual meeting, the persons named as proxies in the
accompanying proxy card will have the discretion to vote thereon
according to their best judgment of what they consider to be in
the best interests of the Partnership. The accompanying proxy
card confers discretionary authority to take action with respect
to any additional matters that may come before the meeting or
any adjournment thereof.
Important
Notice Regarding the Availability of Proxy Materials
for the Unitholder Meeting to Be Held on June 7,
2011
This
proxy statement, a form of proxy and our 2010 annual report
to
unitholders are available at
www.edocumentview.com/bpl.
ITEM 1
ELECTION OF DIRECTORS
We are a limited partnership. We do not have our own board of
directors. We are managed and operated by the officers of, and
are subject to the oversight of the board of directors of, our
general partner.
On November 19, 2010, we acquired our general partner
through a merger (the Merger) of Buckeye GP Holdings
L.P. (BGH) with one of our subsidiaries. Our general
partner continues to manage us following the
3
Merger and our management team remains unchanged. Immediately
following the consummation of the Merger, effective as of
November 19, 2010, Michael B. Goldberg, Irvin K. Culpepper
and Robb E. Turner each resigned as members of the board of
directors of Buckeye GP and Joseph A. LaSala, Jr., Martin
A. White, Frank S. Sowinski and Frank J. Loverro joined the
board. In addition, as a result of changes to our partnership
agreement in connection with the Merger, our unitholders are
entitled to elect the members of our general partners
board of directors. The election of Class I directors to
our general partners board of directors at our 2011 annual
meeting will represent the first election of directors of our
general partners board of directors subsequent to the
Merger.
The total number of directors on our general partners
board of directors is currently seven. The terms of the
directors of our general partners board are
staggered and the directors are divided into three
classes. At each annual meeting, only one class of directors is
elected and, upon election, directors in that class serve for a
term of three years, subject to a directors earlier
resignation, death or removal. If a director is elected to the
board to fill a vacancy, that director will have the same
remaining term as his or her predecessor. BGH GP Holdings, LLC
(BGH GP) currently has the right to designate one
additional director, who would not be subject to election by our
limited partners, but BGH GP has chosen not to do so at this
time. Prior to its sale of 5,175,000 LP Units in a secondary
offering in February 2011, BGH GP had the right to designate two
directors to our general partners board of directors and
John F. Erhard and Frank J. Loverro were BGH GPs
designated board members. In connection with BGH GPs
completion of its secondary offering, Messrs. Erhard and
Loverro resigned from our general partners board of
directors on February 2, 2011.
The Chairman of our general partners board of directors is
also our Chief Executive Officer (CEO). Our general
partners board of directors believes this board leadership
structure is appropriate because our CEO works closely with our
management team on a daily basis and is in the most
knowledgeable position to determine the timing for board
meetings and propose agendas for those meetings. However, any
director can, and many from time to time do, establish agenda
items for a board meeting. For more information about contacting
our general partners board of directors, please see the
section below entitled Communication with the Board of
Directors.
Our non-management directors meet in executive session at least
two times per year outside of the presence of any management
directors and any other members of our management who may
otherwise be present. During at least one session per year, only
independent directors are present. The directors present at each
executive session select a presiding director for that session.
At the 2011 annual meeting, our unitholders will consider and
act upon a proposal to elect three Class I directors to our
general partners board of directors to serve until the
2014 annual meeting of limited partners. Each of the nominees
has consented to serve as a director if so elected. The persons
named as proxies in the accompanying proxy card, who have been
designated by the board of directors of our general partner,
intend to vote for the election of the director nominees unless
otherwise instructed by a unitholder in a proxy card. If any
nominee becomes unable for any reason to stand for election as a
director of our general partner, the persons named as proxies in
the accompanying proxy card will vote for the election of such
other person or persons as the board of directors of our general
partner may recommend and propose to replace such nominee.
Information concerning the Class I director nominees, along
with information concerning the current Class II and
Class III directors whose terms of office will continue
after the annual meeting, is set forth below.
Class I
Director Nominees for terms to expire in 2014
Forrest E. Wylie, 48, was named Chairman of the Board,
CEO and a director of Buckeye GP and of BGHs general
partner on June 25, 2007. Mr. Wylie was also the
President of Buckeye GP and BGHs general partner from
June 25, 2007 until he resigned, solely from such position,
on October 25, 2007. Prior to his appointment, he served as
Vice Chairman of Pacific Energy Management LLC, an entity
affiliated with Pacific Energy Partners, L.P., a refined product
and crude oil pipeline and terminal partnership, from March 2005
until Pacific Energy Partners, L.P. merged with Plains All
American, L.P. in November 2006. Mr. Wylie was President
and CFO of NuCoastal Corporation, a midstream energy company,
from May 2002 until February 2005. From November 2006 to
June 25, 2007, Mr. Wylie was a private investor.
Mr. Wylie currently serves on the board of
4
directors and the Audit Committee of Coastal Energy Company, a
publicly traded entity. Previously, Mr. Wylie served as a
director of Eagle Bulk Shipping Inc. where he served on the
Compensation and Nominating and Governance Committees. We
believe the breadth of Mr. Wylies experience in the
energy industry, through his current position as the
Partnerships CEO and the past employment described above,
as well as his current board of director positions, have given
him valuable knowledge about the Partnerships business and
the Partnerships industry that make him an asset to our
general partners board of directors. Furthermore,
Mr. Wylies leadership abilities and communication
skills make him particularly qualified to be Buckeye GPs
Chairman.
Joseph A. LaSala, Jr., 56, became a director of
BGHs general partner on July 26, 2007 and, effective
November 19, 2010 in connection with the Merger resigned
from BGHs general partners board and joined the
Buckeye GP board. Since February 2011, Mr. LaSala has
served as Senior Vice President, General Counsel and Secretary
of Sapient Corporation. From January 2008 through December 2010,
he served as Senior Executive Vice President, General Counsel
and Secretary of Discovery Communications, Inc. From July 2001
to January 2008, Mr. LaSala served as Vice President,
General Counsel and Secretary of Novell, Inc. From April 2001
until July 2007, Mr. LaSala served as director of Buckeye
GP. Mr. LaSalas breadth of experience serving as
general counsel to public companies has given him valuable
knowledge and insights with respect to Securities and Exchange
Commission (SEC) reporting, establishing and
maintaining internal controls and implementing appropriate
corporate governance practices. Coupled with
Mr. LaSalas past experience in the energy industry,
these attributes uniquely qualify him to serve on our general
partners board of directors.
Martin A. White, 69, became a director of BGHs
general partner on April 30, 2009 and, effective
November 19, 2010 in connection with the Merger resigned
from BGHs general partners board and joined the
Buckeye GP board. Since August 2006, Mr. White has been a
private investor. Prior thereto, Mr. White was employed for
15 years by MDU Resources Group, Inc. (MDU), a
company which operates in three core lines of
business energy, utility resources and construction
materials and that is publicly traded on the NYSE.
From August 1997 until his retirement in August 2006,
Mr. White served as President and Chief Executive Officer
of MDU. Mr. White was also the Chairman of the board of
directors of MDU from February 2001 until his retirement.
Mr. White was an employee of Montana Power Company from
1966 until 1991, with his last position being President and
Chief Executive Officer of Entech, Inc., a non-utility
subsidiary of Montana Power Company. Mr. White also serves
as a director of Plum Creek Timber Company, Inc. and First
Interstate BancSystem, Inc. Mr. Whites breadth of
experience in the energy sector, including being the chairman,
president and chief executive officer of a Fortune
500 company, have given him leadership and communication
skills that more than qualify him to serve on our general
partners board of directors.
Class II
Directors with terms expiring in 2012
C. Scott Hobbs, 57, became a director of Buckeye GP on
October 1, 2007. Since April 2006, he has been the managing
member of Energy Capital Advisors, LLC, an energy industry
consulting firm. Energy Capital Advisors provides consulting and
advisory services to clients evaluating major projects,
acquisitions and divestitures principally involving oil and gas
pipelines and storage facilities, processing plants, power
plants and gas distribution assets. From January 2005 through
March 2006, Mr. Hobbs was Executive Chairman and a director
of Optigas, Inc., a private midstream gas company, and, from
January 2004 through February 2005, he was President and Chief
Operating Officer of KFX, Inc. (now Evergreen Energy, Inc.), a
public company that developed clean coal technologies. From 1977
to 2001, Mr. Hobbs worked for the Coastal Corporation where
his last position was Chief Operating Officer of Colorado
Interstate Gas Co. and its Rocky Mountain affiliates. He
received a B.S. in Business Administration from Louisiana State
University and is a certified public accountant. Mr. Hobbs
previously served as a director of American Oil and Gas Inc.
where he served on the Audit, Compensation and Governance
committees. He is currently a director of CVR Energy, Inc, where
he serves on the Audit and Governance Committees. Mr. Hobbs
has worked for many years with energy companies across a broad
spectrum of sectors. This experience has given him a broader
perspective on the Partnerships operations, and, coupled
with his extensive financial and accounting training and
practice, has made him a valuable member of our general
partners board of directors.
Mark C. McKinley, 54, became a director of Buckeye GP on
October 1, 2007. He has served as Managing Partner of MK
Resources, a private oil and gas development company
specializing in the recovery and
5
production of crude oil and the development of unconventional
resource projects, for the past six years. Mr. McKinley is
a director of Merrymac McKinley Foundation and is President and
a director of Labrador Oil Company. The operational and business
skills Mr. McKinley developed through his past experience
in oil and gas development make him an important voice as an
independent director on our general partners board of
directors.
Class III
Directors with terms expiring in 2013
Oliver G. Richard, III, 58, became a director of
Buckeye GP on February 17, 2009. He is currently Chairman
of Cleanfuel USA, an alternative vehicular fuel company, and for
the past five years, he has been the owner and president of
Empire of the Seed LLC, a private consulting firm in the energy
and management industries, as well as the private investments
industry. Mr. Richard served as Chairman, President and CEO
of Columbia Energy Group (Columbia Energy) from
April 1995 until Columbia Energy was acquired by NiSource Inc.
in November 2000. Mr. Richard was appointed by President
Reagan and confirmed by the United States Senate to the Federal
Energy Regulatory Commission (FERC), serving from
1982 to 1985. Mr. Richard also served as a director of
BGHs general partner from April 2008 until April 2009.
Mr. Richards breadth of experience in the energy
sector, including being the chairman, president and CEO of a
Fortune 500 company and commissioner of the FERC, have
given him leadership and communication skills that make him
exceptionally well-qualified to serve on our general
partners board of directors.
Frank S. Sowinski, 55, became a director of BGHs
general partner on August 4, 2006 and effective
November 19, 2010 in connection with the Merger resigned
from BGHs general partners board and joined the
Buckeye GP board. From February 2001 until August 2006,
Mr. Sowinski served as director of Buckeye GP. Since
January 2006, he has been a Management Affiliate of MidOcean
Partners, a private equity investor. From October 2004 to
January 2006, Mr. Sowinski was a private investor and prior
thereto, he served as Executive Vice President of Liz Claiborne,
Inc. from January 2004 until October 2004. Mr. Sowinski
served as Executive Vice President and Chief Financial Officer
(CFO) of PWC Consulting, a systems integrator
company, from May 2002 to October 2002. Mr. Sowinski also
serves as Vice Chairman of Allant Group, a marketing services
group and a portfolio company of MidOcean Partners. The
operational and business skills Mr. Sowinski developed
through his past experience in information services, consulting
and retail apparel make him an important voice as an independent
director on our general partners board of directors.
THE BOARD OF DIRECTORS OF OUR GENERAL PARTNER UNANIMOUSLY
RECOMMENDS THAT UNITHOLDERS VOTE FOR THE ELECTION OF
FORREST E. WYLIE, JOSEPH A. LASALA, JR., AND MARTIN A. WHITE TO
CLASS I OF OUR GENERAL PARTNERS BOARD OF
DIRECTORS.
CORPORATE
GOVERNANCE
Director
Independence
Section 303A.00 of the NYSE Listed Company Manual states
that the NYSE listing standards requiring a majority of
directors to be independent do not apply to limited partnerships
like us. However, except for our Chairman, Forrest E. Wylie, all
of our general partners directors are
independent as that term is defined in the
applicable NYSE rules and
Rule 10A-3
of the Exchange Act. In determining the independence of each
director, the board of directors of our general partner has
adopted certain categorical standards. Pursuant to such
categorical standards, a director will not be deemed independent
if:
|
|
|
|
|
the director is, or has been within the last three years, an
employee of the Partnership, or an immediate family member is,
or has been within the last three years, an executive officer of
the Partnership;
|
|
|
|
the director has received, or has an immediate family member who
has received, during any twelve-month period within the last
three years, more than $120,000 in direct compensation from the
Partnership, other than director and committee fees and pension
or other forms of deferred compensation for prior service
(provided such compensation is not contingent in any way on
continued service);
|
6
|
|
|
|
|
(i) the director or an immediate family member is a current
partner of a firm that is the Partnerships internal
auditor or independent registered public accountants;
(ii) the director is a current employee of such a firm;
(iii) the director has an immediate family member who is a
current employee of such a firm and who personally works on the
Partnerships audit, assurance or tax compliance (but not
tax planning) engagement; or (iv) the director or an
immediate family member was within the last three years (but is
no longer) a partner or employee of such a firm and personally
worked on the Partnerships audit within that time;
|
|
|
|
the director or an immediate family member is, or has been
within the last three years, employed as an executive officer of
another company where any of the Partnerships present
executive officers at the same time serves or served on that
companys compensation committee;
|
|
|
|
the director is a current employee, or an immediate family
member is a current executive officer, of a company that has
made payments to, or received payments from, the Partnership for
property or services in an amount which, in any of the last
three fiscal years, exceeds the greater of $1.0 million, or
2% of such other companys consolidated gross
revenues; or
|
|
|
|
the director serves as an executive officer of a charitable
organization and, during any of the past three fiscal years, the
Partnership made charitable contributions to the charitable
organization in any single fiscal year that exceeded
$1.0 million or 2%, whichever is greater, of the charitable
organizations consolidated gross revenues.
|
For the purposes of these categorical standards, the term
immediate family member includes a persons
spouse, parents, children, siblings, mothers and
fathers-in-law,
sons and
daughters-in-law,
brothers and
sisters-in-law,
and anyone (other than domestic employees) who shares such
persons home.
Risk
Oversight
Although the board of directors of our general partner has
ultimate oversight responsibility for the risk management
process, certain committees also have responsibility for risk
management. On behalf of the board, the audit committee of the
board of directors of our general partner plays a key role in
the oversight of the Partnerships risk management
function. The audit committee reviews with the
Partnerships management the Partnerships areas of
material exposure with respect to financial risk and the
Partnerships policies and processes with respect to
financial risk assessment and risk management and oversees risks
arising from related person transactions. The audit committee
oversees the Buckeye Energy Services LLC and Lodi Gas Storage,
L.L.C. Risk Management Policies. These policies establish risk
committees, which review and approve the market, operational and
credit risk incurred with respect to the business activities of
our Energy Services and Natural Gas Storage business segments
and, on a quarterly basis, report to the audit committee on
activities and exposures covered by the policies. These risk
polices specifically limit the maximum financial obligations and
exposure that can be committed as well as identify certain
transactions or activities that can only be approved by our
audit committee. Any amendment of these policies must be
approved by the audit committee.
The compensation committee of the board of directors of our
general partner oversees risk management as it relates to our
compensation plans, policies and practices and meets with
management to review whether our compensation programs may
create incentives for our employees to take excessive or
inappropriate risks that could have a material adverse effect on
the Partnership. The nominating and corporate governance
committee of the board of directors of our general partner
oversees risks related to the Partnerships governance
structure and processes. The environment, health and safety
committee of the board of directors of our general partner
oversees risks related to environmental, health and safety
matters with respect to the Partnerships assets and
operations. The board is advised by the committees of
significant risks and managements response via periodic
updates.
7
Meetings
of the Board of Directors and its Committees
The board of directors of our general partner held seven board
meetings, 34 audit committee meetings (28 of which were related
to the Merger), and seven compensation committee meetings, which
is a total of 48 meetings during 2010. During 2010, no
incumbent director attended fewer than 75% of (1) the total
number of meetings of our general partners board of
directors held during the period for which he was a director and
(2) the total number of meetings held by all committees of
the board on which he served during the periods that he served.
Our general partners board of directors does not have a
policy with respect to the board members attendance at
annual meetings. We did not hold an annual meeting in 2010.
Board
Committees
Our general partners board of directors has the following
four standing committees: (1) audit committee;
(2) compensation committee; (3) nominating and
corporate governance committee; and (4) environment, health
and safety committee.
The table below indicates the members of each committee of our
general partners board of directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominating and
|
|
Environment,
|
|
|
|
|
Compensation
|
|
Corporate Governance
|
|
Health and Safety
|
|
|
Audit Committee
|
|
Committee
|
|
Committee
|
|
Committee
|
|
Forrest E. Wylie
|
|
|
|
|
|
|
|
|
C. Scott Hobbs
|
|
Chair
|
|
|
|
X
|
|
|
Joseph A. LaSala, Jr.
|
|
|
|
X
|
|
X
|
|
|
Mark C. McKinley
|
|
|
|
X
|
|
|
|
X
|
Oliver G. Richard, III
|
|
|
|
Chair
|
|
|
|
X
|
Frank S. Sowinski
|
|
X
|
|
|
|
Chair
|
|
|
Martin A. White
|
|
X
|
|
|
|
|
|
Chair
|
The nominating and corporate governance and environment, health
and safety committees were formed on December 15, 2010 and
the membership of those committees identified in the table above
has not changed since those committees were formed. The
membership of the audit and compensation committees identified
in the table above has been in place since November 19,
2010. In addition, from November 19, 2010 until their
resignation from our general partners board of directors
on February 2, 2011, Messrs. Erhard and Loverro were
members of the compensation committee. Prior to
November 19, 2010, the audit committee consisted of
Messrs. Hobbs (Chair), McKinley, and Richard and the
compensation committee consisted of Messrs. Richard
(Chair), Goldberg, Hobbs, McKinley, and Turner.
Each of the committees of the board of directors of our general
partner has a written charter and a copy of each of those
charters is available on our website at www.buckeye.com
by browsing to the Corporate Governance subsection
of the Investor Center menu.
Audit
Committee.
The members of the audit committee are independent directors (as
that term is defined in the applicable NYSE rules and
Rule 10A-3
of the Exchange Act) and non-employee directors (as that term is
defined in
Rule 16b-3
of the Exchange Act) of Buckeye GP. Buckeye GPs board of
directors has determined that no audit committee member has a
material relationship with Buckeye GP. The board of directors of
Buckeye GP has also determined that each of the members of the
audit committee qualifies as an audit committee financial expert
as defined in Item 407(d)(5) of
Regulation S-K.
The audit committee provides independent oversight with respect
to our internal controls, accounting policies, financial
reporting, internal audit function and independent registered
public accountants. The audit committee also reviews the
quality, independence and objectivity of the independent and
internal registered public accountants. The audit committee has
sole authority as to the retention, evaluation, compensation and
oversight of the work of the independent registered public
accountants. The independent registered public accountants
report directly to the audit committee. The audit committee also
has sole authority to approve all
8
audit and non-audit services provided by the independent
registered public accountants. The audit committee also reviews,
approves and ratifies transactions with related persons required
to be disclosed under SEC rules.
The audit committee has established procedures for the receipt,
retention and treatment of complaints received regarding
accounting, internal accounting controls or auditing matters and
the confidential, anonymous submission by employees of concerns
regarding questionable accounting or auditing matters. These
procedures are part of the Business Code of Conduct and are
available on our website at www.buckeye.com by browsing
to the Corporate Governance subsection of the
Investor Center menu.
Compensation
Committee, Compensation Committee Interlocks and Insider
Participation.
As a limited partnership that is listed on the NYSE, we are not
required to have a compensation committee. However, the board of
directors of Buckeye GP has determined that a compensation
committee is appropriate in order to conform with best
governance practices. The current members of the compensation
committee are independent, non-employee directors.
The compensation committee establishes, implements and oversees
the administration of all of our compensation philosophies and
policies. The compensation committee establishes, reviews and
approves compensation for our CEO and our other executive
officers, including our named executive officers, and the CEO
reviews with the compensation committee compensation for our
other senior management members. Oversight of equity
compensation plans is the compensation committees
responsibility. With respect to compensation-related risks, the
compensation committee is responsible for ensuring our
compensation plans do not encourage undue risk taking. The
compensation committee has authority to select and oversee
outside consultants retained to review our compensation programs
and to enter into retention agreements with any such consultants
establishing their fees and any other retention terms.
The compensation committee meets several times throughout the
year to act on the responsibilities above. The compensation
committee also may act by written consent from time to time in
response to events occurring between scheduled meetings. The
compensation committee may seek guidance or input from the CEO
when making determinations about the compensation of the
executive officers. The CEO also may provide recommendations to
the compensation committee concerning the high-level allocation
of incentive award pools among senior management other than
executive officers. The CEO also may determine the salaries and
amounts of individual incentive awards to senior management
members other than executive officers.
In setting 2010 executive compensation, the compensation
committee retained Mercer, LLC (Mercer) as its
independent compensation consultant to evaluate the compensation
of our executive officers, including our named executive
officers, in comparison to the market and a peer group of other
Master Limited Partnerships (MLPs). In setting 2011
executive compensation, the compensation committee has retained
Meridian Compensation Partners, LLC (Meridian) as
its independent compensation consultant to evaluate the
compensation of our executive officers, including our named
executive officers, in comparison to the market and a peer group
of other MLPs. See the discussion below under the heading
Compensation Discussion and Analysis
Administration of Executive Compensation Programs and
Methodology for more information.
Nominating
and Corporate Governance Committee.
As a limited partnership that is listed on the NYSE, we are not
required to have a nominating committee. However, the board of
directors of our general partner has determined that a
nominating and corporate governance committee is appropriate in
order to conform with best governance practices. The members of
the nominating and corporate governance committee are
independent, non-employee directors. The nominating and
corporate governance committee identifies and evaluates
qualified director candidates for the board and develops and
recommends to the board corporate governance policies and
procedures appropriate for the Partnership. The committee
oversees the annual self-evaluation of the board of directors of
our general partner and its committees, makes recommendations to
the board concerning structure and membership matters with
respect to the board and its committees, oversees the continuing
education program for the board and reviews
9
directors and officers indemnification and insurance
matters. The nominating and corporate governance committee also
oversees risks related to corporate governance.
The committee will consider all unitholder recommendations for
candidates for the board of directors of our general partner,
which should be sent to the nominating and corporate governance
committee,
c/o Todd J. Russo,
Secretary, Buckeye Partners, L.P., One Greenway Plaza,
Suite 600, Houston, Texas 77046. The general qualifications
and specific qualities and skills established by the committee
for directors are included in Section I of our Corporate
Governance Guidelines, which are available on our website at
www.buckeye.com by browsing to the Corporate
Governance section of the Investor Center
menu. We believe that directors should possess the highest
personal and professional ethics, integrity and values, and be
committed to representing the long-term interests of the
unitholders. They also must have an inquisitive and objective
perspective, practical wisdom and mature judgment. We endeavor
to have the board of directors of our general partner represent
a range of experience in areas that are relevant to the
Partnerships business and operations. The committees
evaluation of director nominees takes into account their ability
to contribute to the diversity of background and experience
represented on the board, and the committee reviews its
effectiveness in balancing these considerations when assessing
the composition of the board.
The committee also considers candidates recommended by current
directors, company officers, employees and others. The committee
evaluates all nominees for directors in the same manner
regardless of the source of the recommendation.
Environment,
Health and Safety Committee.
The environment, health and safety committee assists the board
of directors of our general partner in fulfilling its oversight
responsibilities with respect to the boards and our
continuing commitment to minimizing the impact on the
environment of our assets, ensuring the safety of our employees
and the public and ensuring that our businesses and facilities
are operated and maintained in a safe and environmentally sound
manner. The committee reviews and oversees the
Partnerships environmental, health and safety
(EHS) policies, programs, issues and initiatives,
reviews EHS risks that affect or could affect the Partnership
and ensures proper management of those risks, and reports to the
board on EHS matters affecting the Partnership. The members of
the environment, health and safety committee are independent,
non-employee directors.
Corporate
Governance Matters
We have a Code of Ethics for Directors, Executive Officers and
Senior Financial Employees that applies to, among others, the
Chairman, CEO, President, CFO and Controller of Buckeye GP, as
required by Section 406 of the Sarbanes Oxley Act of 2002
as well as a Business Code of Conduct that applies to all
employees. Furthermore, we have Corporate Governance Guidelines
and a charter for each of the committees of the board of
directors of our general partner. Each of the foregoing is
available on our website at www.buckeye.com by browsing
to the Corporate Governance subsection of the
Investor Center menu. We provide copies, free of
charge, of any of the foregoing upon receipt of a written
request. We disclose amendments to, or director and executive
officer waivers from, the Code of Ethics, if any, on our
website, or by
Form 8-K
to the extent required.
You also can find information about us at the offices of the
NYSE, 20 Broad Street, New York, New York 10005 or at the
NYSEs Internet site (www.nyse.com). The
certifications of Buckeye GPs CEO and CFO required by
Section 302 of the Sarbanes-Oxley Act have been included as
exhibits to Buckeyes Annual Report on
Form 10-K/A
for the fiscal year ended December 31, 2010.
Communication
with the Board of Directors
A holder of our LP Units or other interested party who wishes to
communicate with the non-management directors of Buckeye GP may
do so by contacting William H. Schmidt, Jr., Vice President
and General Counsel, at the address appearing on the front page
of this proxy statement. Communications will be relayed to the
intended recipient on the board of directors of Buckeye GP
except in instances where it is deemed
10
unnecessary or inappropriate to do so pursuant to the procedures
established by the audit committee. Any communications withheld
under those guidelines will nonetheless be recorded and
available for any director who wishes to review them.
NYSE
Corporate Governance Listing Standards
The NYSE requires the chief executive officer of each listed
company to certify annually that he is not aware of any
violation by the company of the NYSE corporate governance
listing standards as of the date of the certification,
qualifying the certification to the extent necessary. The CEO of
Buckeye GP provided such certification to the NYSE in 2010
without qualification.
Report of
the Audit Committee
The audit committee of the board of directors of Buckeye GP LLC,
acting in its capacity as the general partner of Buckeye
Partners, L.P., oversees the Partnerships financial
reporting process on behalf of the board of directors.
Management has the primary responsibility for the financial
statements and the reporting process including the systems of
internal controls.
In fulfilling its oversight responsibilities, the audit
committee reviewed with management the audited financial
statements contained in the Annual Report on
Form 10-K/A
for the fiscal year ended December 31, 2010. The review
included a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness
of significant judgments and the clarity of disclosures in the
financial statements.
The Partnerships independent registered public accounting
firm, Deloitte, is responsible for expressing an opinion on the
conformity of the audited financial statements with generally
accepted accounting principles. The audit committee reviewed
with Deloitte their judgment as to the quality, not just the
acceptability, of the Partnerships accounting principles
and such other matters as are required to be discussed with the
audit committee under generally accepted auditing standards.
The audit committee discussed with Deloitte the matters required
to be discussed by Statement of Auditing Standards 61, as may be
modified or supplemented. The committee received the written
disclosures and the letter from Deloitte required by
Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, as
adopted by the Public Company Accounting Oversight Board in
Rule 3600T, and has discussed with Deloitte its
independence from management and the Partnership.
Based on the reviews and discussions referred to above, the
audit committee recommended to the board of directors that the
audited financial statements be included in the Annual Report on
Form 10-K/A
for the fiscal year ended December 31, 2010 for filing with
the SEC.
Submitted by:
Audit Committee
C. Scott Hobbs, Chair
Frank S. Sowinski
Martin A. White
Dated: April 25, 2011
11
Audit and
Non-Audit Fees
The following table presents fees for professional audit
services rendered by Deloitte, Buckeyes independent
registered public accountants, for the audit of Buckeyes
annual financial statements for 2009 and 2010, and fees billed
for other services rendered by Deloitte.
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2010
|
|
2009
|
|
Audit Fees(1)
|
|
$
|
1,503,700
|
|
|
$
|
1,430,975
|
|
Audit-Related Fees(2)
|
|
$
|
468,231
|
|
|
$
|
85,000
|
|
Tax Fees(3)
|
|
$
|
534,036
|
|
|
$
|
445,297
|
|
All Other Fees(4)
|
|
$
|
390,046
|
|
|
|
|
|
Total
|
|
$
|
2,896,013
|
|
|
$
|
1,961,272
|
|
|
|
|
(1) |
|
Audit fees represent amounts billed for each of the years
presented for professional services rendered in connection with
(i) the audit of our annual financial statements and
internal control over financial reporting, and (ii) the
review of our quarterly financial statements. This information
is presented as of the latest practicable date for this proxy
statement. |
|
(2) |
|
Audit-related fees represent amounts we were billed in each of
the years presented for assurance and related services that are
reasonably related to the performance of the annual audit or
quarterly review. This category primarily includes services
relating to fees for audits of financial statements of certain
employee benefits plans and those services normally provided in
connection with statutory and regulatory filings or engagements
including comfort letters, consents and other services related
to SEC matters. |
|
(3) |
|
Tax fees represent amounts we were billed in each of the years
presented for professional services rendered in connection with
tax compliance, tax advice and tax planning. This category
primarily includes services relating to the preparation of
unitholders annual K-1 statements and partnership tax
planning. |
|
(4) |
|
All other fees represent amounts we were billed in each of the
years presented for services not classifiable under the other
categories listed in the table above. This category primarily
includes services relating to accounting due diligence work in
connection with acquisition opportunities. |
EXECUTIVE
OFFICERS OF OUR GENERAL PARTNER
Clark C. Smith, 56, currently serves as President and
Chief Operating Officer of Buckeye GP. Prior to joining the
management team in February 2009, he served on the board of
directors of Buckeye GP from October 2007 until February 2009.
Mr. Smith was a private investor between July 2007 and
October 2007. From June 2004 through June 2007, Mr. Smith
served as Managing Director of Engage Investments, L.P., a
private company established to provide consulting services to,
and to make equity investments in, energy-related businesses.
Mr. Smith was Executive Vice President of El Paso
Corporation and President of El Paso Merchant Energy Group,
a division of El Paso Corporation, from August 2000 until
May 2003, and a private investor from May 2003 to June 2004.
Keith E. St.Clair, 54, currently serves as Senior Vice
President and CFO of Buckeye GP. Prior to his appointment in
November 2008, he served as Executive Vice President and CFO of
Magnum Coal Company, one of the largest coal producers in
Central Appalachia, from January 2006 until its sale to Patriot
Coal Corporation in July 2008, after which he continued as an
independent financial consultant to Patriot through October
2008. Mr. St.Clair was Senior Vice President and CFO of
Trade-Ranger, Inc. (Trade-Ranger), a global
business-to-business
marketplace for electronic procurement and supply chain
management for the oil and gas industry from March 2002 until
its sale in May 2005, after which he continued as an independent
financial consultant to Trade-Ranger until January 2006.
Mr. St.Clair is a certified public accountant.
Jeffrey I. Beason, 62, became the Vice President and
Controller of Buckeye GP and the Partnerships Principal
Accounting Officer on November 19, 2010 and has served as
the Vice President and Controller of Buckeye Pipe Line Services
Company (Services Company) since July 2009. From
July 2006 to July 2009, Mr. Beason served as Vice President
and Corporate Controller and as the Principal Accounting Officer
of
12
Service Corporation International, a provider of deathcare
products and services. From 1996 to November 2005,
Mr. Beason served as Senior Vice President and Controller
and Principal Accounting Officer of El Paso Corporation, a
natural gas transmission and production company. From 1993 to
1996, Mr. Beason served as Senior Vice President,
Administration of Mojave Pipeline Operating Company, a
wholly-owned subsidiary of El Paso Corporation, and, from
1978 to 1993, Mr. Beason served in various accounting and
reporting roles at El Paso Corporation. Mr. Beason is
a certified public accountant.
Robert A. Malecky, 47, was named Vice President, Customer
Services of Buckeye GP in February 2010. Mr. Malecky has
held the same position with Services Company since July 2009.
From July 2000 to July 2009, Mr. Malecky served as Vice
President, Marketing of Services Company.
Khalid A. Muslih, 39, was named Vice President, Corporate
Development of Buckeye GP in February 2010. Mr. Muslih also
has been the President of Buckeyes Development &
Logistics segment since May 2009. Mr. Muslih has held the
Vice President, Corporate Development position with Services
Company since June 2007. From November 2006 through June 2007,
Mr. Muslih was a private investor. Mr. Muslih served
as Vice President, Corporate Development of Pacific Energy
Management LLC, an entity affiliated with Pacific Energy
Partners, L.P., from March 2005 until Pacific Energy Partners,
L.P. merged with Plains All American, L.P. in November 2006.
Mr. Muslih served as Commercial Officer,
Mergers & Acquisitions of NuCoastal Corporation from
July 2002 until March 2005.
William H. Schmidt, Jr., 38, has been Vice President
and General Counsel of Buckeye GP since November 19, 2010
and President of Lodi Gas Storage, L.L.C. since August 3,
2009. From November 4, 2007 to November 19, 2010, he
was Vice President, General Counsel and Secretary of Buckeye GP.
Prior to November 4, 2007, Mr. Schmidt had served as
Vice President and General Counsel of Services Company since
February 1, 2007 and as Associate General Counsel of
Services Company since September 13, 2004. Mr. Schmidt
practiced law at Chadbourne & Parke LLP, an
international law firm, before joining the Partnership.
COMPENSATION
OF EXECUTIVE OFFICERS AND DIRECTORS
Compensation
Discussion and Analysis
Named
Executive Officers
We do not have officers or directors. Our business is managed by
the board of directors of our general partner, Buckeye GP, and
the executive officers of Buckeye GP perform all of our
management functions. Thus, the executive officers of Buckeye GP
are our executive officers. In this Compensation Discussion and
Analysis, we address the compensation determinations and the
rationale for those determinations relating to our CEO, CFO and
our next three most highly compensated executive officers. We
refer to these executive officers collectively as our
named executive officers. In 2010, our named
executive officers were:
|
|
|
|
|
Forrest E. Wylie, Chairman and Chief Executive Officer;
|
|
|
|
Keith E. St.Clair, Senior Vice President and Chief Financial
Officer;
|
|
|
|
Clark C. Smith, President and Chief Operating Officer;
|
|
|
|
Robert A. Malecky, Vice President, Customer Services; and
|
|
|
|
Khalid A. Muslih, Vice President, Corporate Development.
|
Services Company employs almost all of the employees who provide
services to us and our operating subsidiaries, including our
named executive officers. Pursuant to a services agreement, our
operating subsidiaries reimburse Services Company for the cost
of the employee services provided by Services Company.
13
Executive
Summary
This Compensation Discussion and Analysis is designed to provide
insight into our compensation philosophy, practices, plans and
decisions. In summary:
|
|
|
|
|
We believe that rewards to our named executive officers should
be competitive and based upon our
pay-for-performance
philosophy and as a result tie incentive program payouts to our
financial performance.
|
|
|
|
Our compensation committee exercises its judgment and discretion
when reviewing Partnership and individual performance relative
to pre-determined financial and operational performance metrics.
|
|
|
|
For 2010, similar to 2009, we used cash awards under the Buckeye
Partners, L.P. Annual Incentive Compensation Plan (AIC
Plan), and equity-based performance unit awards under the
Buckeye Partners 2009 Long-Term Incentive Plan
(LTIP), to provide incentive based compensation to
our named executive officers. AIC Plan awards and LTIP
performance unit awards are based on the achievement of
pre-established financial goals and, with respect to awards
under the AIC Plan, individual performance appraisal ratings.
|
|
|
|
We made continued progress with respect to our best practices
initiative and continued to increase the commercial focus of our
workforce. In addition, we had an active year, completing the
Merger, acquiring a marine terminal in Puerto Rico and a refined
petroleum products terminal in Opelousas, Louisiana, and
entering into an agreement to acquire Bahamas Oil Refining
Company International Limited (BORCO), the owner of
the fourth largest oil and petroleum products storage terminal
in the world and the largest oil and petroleum products facility
in the Caribbean.
|
|
|
|
We do not maintain formal employment agreements with our named
executive officers (although Messrs. Smith and St.Clair
have severance agreements). Base salaries and the receipt of
awards under the LTIP and the AIC Plan are determined according
to various compensation policies and review processes instituted
by our compensation committee, including review of peer group
data.
|
Our
Compensation Philosophy
We believe a significant portion of the compensation for each of
our named executive officers should be incentive-based to
emphasize a
pay-for-performance
philosophy. Our named executive officer compensation program is
structured to attract, retain and motivate skilled and
experienced executives who can grow our business while
maintaining our high standards of customer service and safety.
The most important performance metric for us is whether our
named executive officers can increase our distributable cash
flow per LP Unit, while maintaining our high standards for
safety, reliability and environmentally responsible operations.
The best way to motivate our named executive officers to achieve
this goal is to offer both short and long-term incentives, and
the best way to align our executives interests with those
of our unitholders is to use both cash and equity awards to
provide those incentives.
The compensation program that our compensation committee
designed to incentivize our named executive officers to
implement the principles above includes the following elements:
|
|
|
|
|
annual base salary;
|
|
|
|
annual incentive cash compensation pursuant to our AIC
Plan; and
|
|
|
|
long-term equity incentive awards issued pursuant to our LTIP,
including phantom units and performance units.
|
We provide additional retirement and medical benefits for our
named executive officers comparable to those provided by other
companies in our industry of similar size, maturity and market
capitalization. See the discussion below following the Summary
Compensation Table under the heading Retirement and Other
Benefits for more information.
14
Administration
of Executive Compensation Programs and Methodology
Our compensation committee administers the compensation program
for our executive officers, including our named executive
officers. The compensation committee retained Mercer as its
independent compensation consultant in 2009, and Mercer provided
analysis to the compensation committee with respect to the 2010
compensation of our executive officers. Mercer was engaged by
the compensation committee to provide an assessment of the
competitiveness of executive compensation for our named
executive officers. Mercer reported to the compensation
committee directly and provided the compensation committee with
an independent assessment of the compensation of executives at
our peer companies in order to assist the compensation committee
in determining whether the overall compensation packages for
each of our named executive officers was competitive. This
assessment consisted of analyzing the following components of
compensation:
|
|
|
|
|
base salary;
|
|
|
|
target annual incentive compensation as a percentage of base
salary;
|
|
|
|
target total cash compensation;
|
|
|
|
long-term incentives; and
|
|
|
|
total direct compensation.
|
For purposes of its analysis, Mercer utilized a peer group of
pipeline/midstream publicly traded companies. The companies in
the peer group were: Atlas Pipeline Holdings, L.P., Energy
Transfer Partners, L.P., Genesis Energy, L.P., Global Partners
LP, Inergy, L.P., Magellan Midstream Partners, L.P., NuStar
Energy, L.P., Oneok Partners, L.P., Plains All American
Pipeline, L.P. and Sunoco Logistics Partners L.P. Although the
peer group data provided by Mercer provides useful comparisons,
the compensation committee takes into account other factors as
it deems appropriate and uses the data as a guide rather than a
rule when establishing the compensation packages for our named
executive officers.
In 2010, the Compensation Committee engaged Meridian to provide
an assessment of the competitiveness of executive compensation
for our executive officers and to assist the compensation
committee in its setting of executive compensation for 2011. At
this time, the engagement of Meridian is not expected to
significantly impact our executive compensation policies for
2011.
Process
and Timing of Compensation Decisions
The compensation committee reviews and approves all compensation
for our executive officers, including our named executive
officers. Early in each calendar year, our board of directors
approves our financial objectives for the current year, and the
compensation committee then factors them into its establishment
of Partnership and any other objectives for each named executive
officer under the AIC Plan. Generally, the compensation
committee meets in the first quarter to determine the overall
compensation package for each named executive officer for that
year, including setting base salary, considering the grant of
LTIP awards and establishing AIC Plan targets, in each case for
the current year. Usually at the same meeting, the compensation
committee reviews the degree to which we achieved the financial
goals set by our board of directors, the degree to which each
named executive officer achieved individual objectives and the
degree to which each named executive officer contributed to our
objectives, in each case for the prior year. In light of the
compensation committees view that it is impossible to
predict all factors that may require adjustments to compensation
for a year in the first quarter of that year, the compensation
committee also considers factors it deems appropriate for
discretionary adjustments to compensation based on the events of
the previous year. Based on these evaluations, the compensation
committee approves AIC Plan payouts for the prior calendar year.
As part of this process, our CEO provides a review of each other
named executive officers performance for the prior year
and makes recommendations to the compensation committee to
assist it in determining the various components of compensation.
Although the compensation committee utilizes this information,
and values the CEOs observations with regard to other
named executive officers, the ultimate decisions regarding
executive compensation are made by the compensation committee in
accordance with its charter.
15
The compensation committee may review executive compensation at
such other times during the year as it deems appropriate, such
as in connection with new appointments or promotions during the
year.
Base
Salaries
The base salaries for our named executive officers are reviewed
annually by the compensation committee. For 2010, we generally
sought to position base salaries for our named executive
officers in the 50th percentile range of salaries for
comparable executives included in the peer group data provided
by our compensation consultant. By structuring base salaries in
this range, we are able to emphasize our
pay-for-performance
philosophy and reward our named executive officers through
annual cash incentive compensation. However, we may establish
base salary at a rate outside this range due to differences in
experience, as well as variations in responsibilities,
performance and ability. In establishing the base salary of each
named executive officer, the compensation committee also takes
into consideration the other aspects of such persons
compensation package, including both annual cash incentive
awards and long-term equity incentive awards.
Based on the peer group data provided by our executive
compensation consultant, the compensation committee determined
that the base salaries of our named executive officers in 2010
should be slightly increased from their salaries in 2009 to
better align them with the 50th percentile range of
salaries for comparable executives. The base salaries of our
named executive officers in 2010 were as follows:
|
|
|
|
|
|
|
|
|
Name
|
|
Base Salary 2010
|
|
Percentage Increase
|
|
Forrest E. Wylie
|
|
$
|
450,000
|
|
|
|
12.5
|
%
|
Keith E. St.Clair
|
|
$
|
335,000
|
|
|
|
3.1
|
%
|
Clark C. Smith
|
|
$
|
335,000
|
|
|
|
3.1
|
%
|
Robert A. Malecky
|
|
$
|
250,000
|
|
|
|
2.6
|
%
|
Khalid A. Muslih
|
|
$
|
235,000
|
|
|
|
4.4
|
%
|
All named executive officers base salaries are in a range
competitive with the 50th percentile, or median, for
comparable executive officers within our peer group.
Annual
Cash Incentive Compensation
We maintain the AIC Plan, which is an annual incentive program
that permits cash awards to certain employees, including our
named executive officers, based on our overall financial
performance relative to pre-established target award levels and
satisfactory individual performance.
The objectives of the AIC Plan are:
|
|
|
|
|
to provide near-term incentives to achieve annual goals
established for our employees that are considered important for
organizational success; and
|
|
|
|
to reward performance with pay that varies in relation to the
extent to which the pre-established performance goals are
achieved.
|
All of our named executive officers participate in the AIC Plan
and are eligible to receive cash incentive awards.
16
Under the AIC Plan for 2010, the compensation committee
established a target award payout for each named executive
officer. The following table shows the 2010 AIC Plan target for
each named executive officer, determined as a percentage of his
base salary:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive Award
|
|
|
|
|
|
|
Target as
|
|
Incentive
|
|
|
Base Salary
|
|
Percentage of
|
|
Award
|
Name
|
|
2010
|
|
Base Salary
|
|
Target
|
|
Forrest E. Wylie
|
|
$
|
450,000
|
|
|
|
125
|
%
|
|
$
|
562,500
|
|
Keith E. St.Clair
|
|
$
|
335,000
|
|
|
|
100
|
%
|
|
$
|
335,000
|
|
Clark C. Smith
|
|
$
|
335,000
|
|
|
|
100
|
%
|
|
$
|
335,000
|
|
Robert A. Malecky
|
|
$
|
250,000
|
|
|
|
100
|
%
|
|
$
|
250,000
|
|
Khalid A. Muslih
|
|
$
|
235,000
|
|
|
|
100
|
%
|
|
$
|
235,000
|
|
The determination to pay the target award levels above to each
named executive officer was based on the achievement of
pre-established financial performance goals as well as
individual performance. The named executive officers
financial performance goals were tied to the financial
performance of the Partnership on a consolidated basis measured
in terms of Adjusted EBITDA (See Item 7,
Managements Discussion and Analysis of Financial
Condition and Results of Operations in our Annual Report
on
Form 10-K/A
for the fiscal year ended December 31, 2010 for a
definition of, and a discussion on how our management uses,
Adjusted EBITDA). For 2010, the Adjusted EBITDA target was
$396.4 million. The AIC Plan provides discretion for the
compensation committee to take into account extraordinary or
unanticipated circumstances or events when determining whether a
participant has achieved a target performance goal. As a result,
although Buckeyes Adjusted EBITDA for 2010 was
$382.6 million, the compensation committee determined that
the financial target was achieved under the AIC Plan for 2010
(which includes many employees other than the named executive
officers), taking into account the impact on Adjusted EBITDA of
expenses associated with the proposed Marcellus Union Pipeline
project and acquisition activity in 2010, including the entry
into an agreement to purchase BORCO, as well as the impact of
the completion of the Merger.
After determining the level at which the financial performance
goals for our named executive officers are achieved (which the
compensation committee determined was 100% for 2010 awards), the
compensation committee has the discretion to modify each named
executive officers allocation based on the compensation
committees appraisal of such named executive
officers individual performance. For 2010 awards, the
performance appraisal scale set forth below was used by the
compensation committee for determining individual performance of
our named executive officers (the same scale was used for all
participants in the AIC Plan for 2010).
|
|
|
|
|
Rating
|
|
Performance
|
|
Description
|
|
5
|
|
Far Exceeds Expectations
|
|
This rating is for superior performance, which clearly and
consistently exceeds expectations of what is required.
|
4
|
|
Exceeds Expectations
|
|
This rating is for highly effective and successful performance
that consistently meets and frequently exceeds expectations of
what is required.
|
3
|
|
Meets Expectations
|
|
This rating is for successful performance that consistently
meets all expectations of what is required.
|
2
|
|
Sometimes Below Expectations
|
|
This rating is for performance that does not consistently meet
expectations of what is required. Some expectations are met, but
not consistently enough to result in fully successful job
performance. Improvement in performance should be observed by
the next rating period.
|
1
|
|
Far Below Expectations
|
|
This rating is for performance that clearly falls short of
meeting expectations of what is required. This rating indicates
a severe performance problem requiring immediate and marked
improvement.
|
17
All named executive officers received either a 3 or 4
performance appraisal rating, which should result in an AIC Plan
award of 80%-120% of the incentive award target based on the
Partnerships performance appraisal guidelines. Management
recommended that Mr. Wylie receive an AIC Plan annual
incentive award of $400,000 (approximately 71% of his target).
The compensation committee took this recommendation into
consideration, but in light of the Partnerships
performance and accomplishments during 2010 as a result of
Mr. Wylies leadership, including completion of the
Merger, continued progress with respect to its best practices
initiative, and entering into an agreement to purchase BORCO,
the compensation committee elected to award Mr. Wylie an
annual incentive award of $450,000.
In addition, for each named executive officer in a commercial
role (Messrs. Malecky and Muslih), our AIC Plan permits the
payment of awards above target award levels based on the
recommendation of our CEO taking into account the
Partnerships business circumstances. Our compensation
committee believes this flexibility is a critical component of
any short-term incentive program because it allows the
compensation committee to recognize extraordinary or significant
achievements in a changing environment. On the recommendation of
the CEO, the compensation committee approved increases in
Messrs. Maleckys and Muslihs annual incentive
awards because they played an instrumental role in our 2010
mergers and acquisitions and business development transactions,
including the acquisitions of BORCO and a petroleum products
terminal in Yabucoa, Puerto Rico, that we expect to
significantly enhance our commercial operations and the return
to our unitholders.
As discussed above, for 2010, the compensation committee
determined that AIC Plan financial performance targets had been
achieved. As a result of this and based on performance
appraisals of each named executive officer and, with respect to
the named executive officers with commercial roles, their
instrumental roles in 2010 mergers and acquisitions and business
development transactions, on February 18, 2011, each of our
named executive officers received annual incentive awards in the
amounts set forth below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in
|
|
|
|
|
|
|
|
|
Annual Incentive
|
|
|
|
|
|
|
|
|
Award for
|
|
|
|
|
|
|
Percentage of
|
|
Participants in
|
|
|
|
|
Incentive Award
|
|
Annual Incentive
|
|
Commercial
|
|
Actual Annual
|
Name
|
|
Target
|
|
Target Paid
|
|
Roles
|
|
Incentive Award
|
|
Forrest E. Wylie
|
|
$
|
562,500
|
|
|
|
80.0
|
%
|
|
|
n/a
|
|
|
$
|
450,000
|
|
Keith E. St.Clair
|
|
$
|
335,000
|
|
|
|
110.0
|
%
|
|
|
n/a
|
|
|
$
|
368,500
|
|
Clark C. Smith
|
|
$
|
335,000
|
|
|
|
90.0
|
%
|
|
|
n/a
|
|
|
$
|
301,500
|
|
Robert A. Malecky
|
|
$
|
250,000
|
|
|
|
110.0
|
%
|
|
$
|
125,000
|
|
|
$
|
400,000
|
|
Khalid A. Muslih
|
|
$
|
235,000
|
|
|
|
110.0
|
%
|
|
$
|
241,500
|
|
|
$
|
500,000
|
|
Long-Term
Incentive Awards
LTIP
We provide unit-based, long-term incentive compensation for
certain employees, including our named executive officers, under
our LTIP. Historically we provided long-term incentive
compensation under the Buckeye Partners, L.P. Unit Option and
Distribution Equivalent Plan (the Option Plan).
Following the adoption of the LTIP in 2009, new grants under the
Option Plan ceased.
The LTIP provides for equity awards in the form of phantom units
and performance units, either of which may be accompanied by
distribution equivalent rights (DERs). DERs provide
the participant with a right to receive a cash payment per
phantom unit or performance unit equal to distributions per LP
Unit paid by us. DERs are paid on phantom units at the time we
pay such distribution on LP Units. DERs on performance units
will not be paid until such performance units have vested. Our
phantom units generally vest after three years of service from
the date of grant and entitle a participant to receive an LP
Unit, without payment of an exercise price, upon vesting.
Performance units are notional LP Units whose vesting is subject
to the attainment of one or more performance goals during a
performance period, and which entitle a participant to receive
LP Units, without payment of an exercise price, upon vesting.
Performance units generally vest over a three-year performance
period and are paid out based on a performance multiplier
ranging between 0% and
18
200%, determined on the actual performance compared to a
pre-established performance goal, which is distributable cash
flow per LP Unit for all outstanding performance units.
As a result of the Merger, approximately 20.0 million LP
Units were issued, which resulted in dilution to unitholders and
a significant adverse change to the calculation of distributable
cash flow per LP Unit. Pursuant to administrative authority
under the LTIP, the compensation committee determined that the
distributable cash flow per LP Unit performance goals for
performance units granted in both 2009 and 2010 should be
proportionately adjusted downward to compensate for the effect
of the LP Unit issuances in the Merger and to place each
participant in substantially the same situation after the
adjustment as such participant was in prior to the Merger. The
pre-Merger and post-adjustment distributable cash flow per LP
Unit performance goals for the 2009 and 2010 performance unit
grants are set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-Adjustment
|
|
|
|
|
|
|
Pre-Merger Performance
|
|
Performance Goal and
|
|
|
Performance
|
|
Performance
|
|
Goal and Payout Multiplier
|
|
Payout Multiplier
|
Year of Grant
|
|
Measure
|
|
Period
|
|
Threshold
|
|
Stretch
|
|
Threshold
|
|
Stretch
|
|
2009
|
|
Distributable Cash
Flow Per LP Unit
|
|
1/1/2009-12/31/2011
|
|
$4.39 50% Payout
|
|
$4.69 200% Payout
|
|
$4.00 50% Payout
|
|
$4.31 200% Payout
|
2010
|
|
Distributable Cash
Flow Per LP Unit
|
|
1/1/2010-12/31/2012
|
|
$4.46 50% Payout
|
|
$4.86 200% Payout
|
|
$4.10 50% Payout
|
|
$4.51 200% Payout
|
The distributable cash flow per LP Unit for the last year of the
respective performance period is used to measure whether the
performance goal is achieved. The payout multiplier for
performance below the threshold performance goal level is 0%.
The payout multiplier for all other performance is determined on
a linear scale, such that actual performance results falling
between the threshold and stretch performance goals will result
in payouts that are derived from ratable payout multipliers
falling between the threshold payout multiplier (50%) and
stretch payout multiplier (200%), with a target payout
multiplier of 100%. For example, achievement of distributable
cash flow per LP Unit exactly halfway between the threshold and
stretch levels will result in a payout multiplier of 125%.
The fair market values of both the performance unit and phantom
unit grants are based on the average of the high and low sale
prices of our LP Units on the date of grant adjusted for an
estimated forfeiture rate as appropriate. In making LTIP grants
to our named executive officers the compensation committee
considered:
|
|
|
|
|
peer group data;
|
|
|
|
each named executive officers contribution to our
long-term health and growth;
|
|
|
|
retention considerations based on the assessment of each named
executive officers contributions; and
|
|
|
|
other considerations that the compensation committee deemed
relevant with respect to a named executive officer, including
the accomplishment of the individuals assigned objectives.
|
Based on these factors, the compensation committee approved the
following grants of performance units and phantom units to our
named executive officers on February 16, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Units
|
|
|
Name
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Phantom Units
|
|
Forrest E. Wylie
|
|
|
11,846
|
|
|
|
23,691
|
|
|
|
47,382
|
|
|
|
11,846
|
|
Keith E. St. Clair
|
|
|
5,035
|
|
|
|
10,069
|
|
|
|
20,138
|
|
|
|
5,034
|
|
Clark C. Smith
|
|
|
6,515
|
|
|
|
13,030
|
|
|
|
26,060
|
|
|
|
6,515
|
|
Robert A. Malecky
|
|
|
1,777
|
|
|
|
3,554
|
|
|
|
7,108
|
|
|
|
1,776
|
|
Khalid A. Muslih
|
|
|
1,777
|
|
|
|
3,554
|
|
|
|
7,108
|
|
|
|
1,776
|
|
For a more detailed description of the LTIP, including the
circumstances under which the vesting of phantom units and
performance units may be accelerated, please see the narrative
discussion below entitled Long-Term Incentive Plan
following the 2010 Grants of Plan-Based Awards Table.
19
Override
Units
BGH GP granted certain limited liability company interests,
called override units, to certain named executive officers and
other members of management in 2007 and 2009. On
December 31, 2010, BGH GP distributed a portion of the LP
Units that it received in the Merger to the named executive
officers and other members of management in exchange for certain
of their override units. The board of directors of BGH GP
determined the number of override units awarded to our named
executive officers and other members of management, the vesting
schedules of those override units and the number of LP Units
that were distributed in exchange for certain of those override
units. The LP Units that were distributed reduced BGH GPs
ownership interest in us, but did not dilute the ownership
interest of any other owners of our LP Units. The override units
were not awarded by us and they do not constitute a cash expense
to us, but we have recorded non-cash compensation expense
related to the override units. Our compensation committee did
not take such awards into consideration when setting named
executive officer compensation due to the non-recurring nature
of the distribution and the compensation committees desire
to maintain consistency within the compensation programs it
administers. A description of the override units granted to our
named executive officers and their vesting schedules is
contained in the narrative discussion following the Summary
Compensation Table below.
Non-Qualified
Deferred Compensation
Deferral
Plan
We maintain the Buckeye Partners, L.P. Unit Deferral and
Incentive Plan (the Deferral Plan). All of our named
executive officers participate in the Deferral Plan. The
Deferral Plan provides eligible employees, including our named
executive officers, the opportunity to defer up to 50% of any
cash award they would otherwise receive under the AIC Plan or
other discretionary bonus program. Participants who elect to
defer a portion of their cash awards are credited with deferral
units equal in value to the amount of their cash award deferral.
Under the Deferral Plan, participants are also credited with one
matching unit for each deferral unit they receive. Both deferral
units and matching units are phantom units governed by the LTIP,
and are subject to service-based vesting restrictions.
Participants are also entitled to DERs on each unit they receive
pursuant to the Deferral Plan. Deferral units and matching units
are settled in LP Units reserved under the LTIP.
In December 2010, each of our named executive officers elected
to defer 50% of all cash awards to be received by them under the
AIC Plan and pursuant to discretionary bonuses, except for
Messrs. Malecky and St.Clair, who elected to defer 40% and
25% of their cash awards, respectively. The value of the cash
incentive awards that were deferred under the Deferral Plan are
reported in our Summary Compensation Table below because they
were earned by each named executive officer in 2010. The
matching units that will be credited to our named executive
officers in 2011 as a result of the deferral are not reported in
the 2010 Grants of Plan-Based Awards Table below because SEC
guidance requires us to report equity grants in the year in
which they are granted. As a result, such matching units will
appear in the 2011 Grant of Plan-Based Awards Table.
A more detailed description of the Deferral Plan, including a
description of the acceleration of vesting of deferral and
matching units, is contained in the narrative discussion
entitled Unit Deferral and Incentive Plan following
the 2010 Grants of Plan-Based Awards Table.
Benefit
Equalization Plan
All of our named executive officers received non-qualified
deferred compensation in 2010 in the form of contributions by us
to their Benefit Equalization Plan accounts. The Benefit
Equalization Plan is a non-qualified deferred compensation plan.
It provides that any employee whose company contributions to
qualified pension and savings plans have been limited due to IRS
limits on compensation allowable for calculating benefits under
qualified plans will receive an equivalent benefit under the
Benefit Equalization Plan for company-contributed amounts they
would have received if there were no IRS limits. A more detailed
description of the Benefit Equalization Plan is contained in the
narrative discussion below following the 2010 Nonqualified
Deferred Compensation Table.
20
Other
Benefits
Named executive officers are generally eligible to participate
in all of our employee benefit plans, such as medical, dental,
vision, group life, short and long-term disability, and
supplemental insurance, the Buckeye Pipe Line Services Company
Employee Stock Ownership Plan (the ESOP) and our
retirement and savings plan, in each case on the same basis as
other employees, subject to applicable laws. We also provide
vacation and other paid holidays to all employees, including our
named executive officers. In connection with their hiring, each
of Mr. St.Clair and Mr. Smith received relocation benefits
consistent with our relocation program for all executives. See
the discussion below following the Summary Compensation Table
under the heading Retirement and Other Benefits for
more information.
Employment,
Severance and Change in Control Arrangements
None of our named executive officers have employment agreements.
However, all of our named executive officers have severance and
change in control arrangements that provide for severance
payments upon termination of employment with or without a change
in control. Messrs. St.Clair and Smith also are entitled to
severance if they resign for good reason, as defined under their
respective agreements. Messrs. Wylie, Malecky and Muslih
each are entitled to severance under the Severance Pay Plan for
Employees of Buckeye Pipe Line Services Company.
Messrs. St.Clair and Smith have individual severance
agreements that were negotiated in connection with their hiring,
and that were entered into on November 10, 2008 and
February 17, 2009, respectively. The compensation committee
approved these severance and change in control arrangements
because the compensation committee believes that these benefits
are appropriate for the caliber of executives hired and for the
size of our company. In addition, the compensation committee
desired to alleviate the financial hardships which may be
experienced by the executives if their employment is terminated
under specified circumstances and to reinforce and encourage the
continued attention and dedication of those executives to their
assigned duties, notwithstanding the potential impact a change
in control transaction could have on their respective careers or
positions. For more details regarding the terms of the
severance, and change in control arrangements see Payments
upon Termination or Change in Control below.
Report of
the Compensation Committee
In light of the foregoing, as required by Item 407(e)(5) of
Regulation S-K,
our compensation committee has reviewed and discussed the
Compensation Discussion and Analysis with our management and,
based on such review and discussions, has recommended to the
board of directors of our general partner that the Compensation
Discussion and Analysis be included in this proxy statement.
THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS OF
BUCKEYE GP LLC
Oliver G. Richard, III, Chair
Joseph A. LaSala, Jr.
Mark C. McKinley
21
Executive
Compensation
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit
|
|
Incentive Plan
|
|
All Other
|
|
|
Name and
|
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
Total
|
Principal Position
|
|
Year
|
|
($)
|
|
($)(1)
|
|
($)(2)
|
|
($)(3)
|
|
($)(4)
|
|
($)
|
|
Forrest E. Wylie
|
|
|
2010
|
|
|
|
436,538
|
|
|
|
|
|
|
|
9,884,213
|
|
|
|
450,000
|
|
|
|
157,494
|
|
|
|
10,928,245
|
|
Chairman and Chief
|
|
|
2009
|
|
|
|
400,000
|
|
|
|
100,000
|
|
|
|
558,525
|
|
|
|
400,000
|
|
|
|
53,819
|
|
|
|
1,512,344
|
|
Executive Officer
|
|
|
2008
|
|
|
|
400,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
440,000
|
|
Keith E. St.Clair
|
|
|
2010
|
|
|
|
332,308
|
|
|
|
|
|
|
|
2,225,103
|
|
|
|
368,500
|
|
|
|
112,105
|
|
|
|
3,038,016
|
|
Senior Vice President
|
|
|
2009
|
|
|
|
325,000
|
|
|
|
101,600
|
|
|
|
1,203,850
|
|
|
|
325,000
|
|
|
|
178,646
|
|
|
|
2,134,096
|
|
and Chief Financial Officer
|
|
|
2008
|
|
|
|
37,500
|
|
|
|
72,000
|
|
|
|
|
|
|
|
|
|
|
|
1,875
|
|
|
|
111,375
|
|
Clark C. Smith
|
|
|
2010
|
|
|
|
332,308
|
|
|
|
|
|
|
|
2,616,664
|
|
|
|
301,500
|
|
|
|
123,383
|
|
|
|
3,373,855
|
|
President and Chief Operating Officer
|
|
|
2009
|
|
|
|
280,000
|
|
|
|
175,200
|
|
|
|
1,229,235
|
|
|
|
325,000
|
|
|
|
73,857
|
|
|
|
2,083,292
|
|
Robert Malecky
|
|
|
2010
|
|
|
|
248,305
|
|
|
|
|
|
|
|
2,265,294
|
|
|
|
400,000
|
|
|
|
198,088
|
|
|
|
3,111,687
|
|
Vice President, Customer Service
|
|
|
2009
|
|
|
|
243,706
|
|
|
|
243,706
|
|
|
|
152,315
|
|
|
|
121,853
|
|
|
|
107,219
|
|
|
|
868,799
|
|
Khalid A. Muslih
|
|
|
2010
|
|
|
|
232,308
|
|
|
|
|
|
|
|
2,251,254
|
|
|
|
500,000
|
|
|
|
68,945
|
|
|
|
3,052,507
|
|
Vice President, Corporate Development
|
|
|
2009
|
|
|
|
223,261
|
|
|
|
225,000
|
|
|
|
152,315
|
|
|
|
112,500
|
|
|
|
41,758
|
|
|
|
754,834
|
|
|
|
|
(1) |
|
Represents discretionary bonuses paid. Messrs. Malecky and
Muslih deferred $60,927 and $56,250, respectively, of their 2009
discretionary bonuses pursuant to the Deferral Plan, and in
February 2010 received phantom units, including both deferral
units and matching units, issued under the LTIP as a result of
the deferral. |
|
(2) |
|
Amounts reflect the (i) the grant date fair value (computed
in accordance with FASB ASC Topic 718) of phantom unit
awards and performance unit awards under the LTIP in 2009 and
2010, matching units issued in 2010 under the LTIP as a result
of a deferral of 2009 AIC Plans awards pursuant to the Deferral
Plan and the override units granted by BGH GP in 2009 and
(ii) the incremental fair value of BGH GPs exchange
of LP Units for the named executive officers outstanding
Value A and Operating override units (computed in accordance
with FASB ASC Topic 718). For a discussion of the valuations of
the performance units and phantom units, please see the
discussion in Note 18 in the Notes to Consolidated
Financial Statements included in our Annual Report on
Form 10-K/A
for the fiscal year ended December 31, 2010. With respect
to the LP Units that were distributed in exchange for the
Operating override units, the valuation of the benefit the named
executive officer received in exchange was equal to the
incremental fair value of the LP Units received over the
calculated fair value of the Operating units immediately prior
to the exchange. With respect to the LP Units that were
distributed in exchange for the Value A override units, the
valuation of the LP Units received in the exchange was measured
as the fair value of the LP Units at the time of the exchange.
See the narrative discussion below titled BGH GP Holdings,
LLC Override Units for a discussion of the assumptions
used in the valuation of the fair value of the override units as
well as the exchange of certain of the override units for LP
Units. |
22
|
|
|
|
|
The table below details the unit awards set forth above: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LP Units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Received
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Override
|
|
Override
|
|
Override
|
|
|
|
|
|
|
Performance
|
|
Phantom
|
|
Matching
|
|
Override
|
|
Value
|
|
Value
|
|
Value A
|
|
|
|
|
|
|
Unit
|
|
Unit
|
|
Unit
|
|
Operating
|
|
A Unit
|
|
B Unit
|
|
and
|
|
|
|
|
|
|
Award
|
|
Award
|
|
Award
|
|
Unit
|
|
Value
|
|
Value
|
|
Operating
|
|
Total
|
Name
|
|
Year
|
|
Value ($)
|
|
Value ($)
|
|
Value ($)
|
|
Value ($)
|
|
($)
|
|
($)
|
|
Units ($)
|
|
($)
|
|
Forrest E. Wylie
|
|
|
2010
|
|
|
|
1,323,379
|
|
|
|
661,718
|
|
|
|
249,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,649,127
|
|
|
|
9,884,213
|
|
|
|
|
2009
|
|
|
|
372,350
|
|
|
|
186,175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
558,525
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Keith E. St.Clair
|
|
|
2010
|
|
|
|
562,454
|
|
|
|
281,199
|
|
|
|
106,616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,274,834
|
|
|
|
2,225,103
|
|
|
|
|
2009
|
|
|
|
287,718
|
|
|
|
143,840
|
|
|
|
|
|
|
|
354,808
|
|
|
|
247,516
|
|
|
|
169,968
|
|
|
|
|
|
|
|
1,203,850
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clark C. Smith
|
|
|
2010
|
|
|
|
727,856
|
|
|
|
363,928
|
|
|
|
250,046
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,274,834
|
|
|
|
2,616,664
|
|
|
|
|
2009
|
|
|
|
304,629
|
|
|
|
152,314
|
|
|
|
|
|
|
|
354,808
|
|
|
|
247,516
|
|
|
|
169,968
|
|
|
|
|
|
|
|
1,229,235
|
|
Robert A. Malecky
|
|
|
2010
|
|
|
|
198,526
|
|
|
|
99,207
|
|
|
|
182,754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,784,807
|
|
|
|
2,265,294
|
|
|
|
|
2009
|
|
|
|
101,543
|
|
|
|
50,772
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
152,315
|
|
Khalid A. Muslih
|
|
|
2010
|
|
|
|
198,526
|
|
|
|
99,207
|
|
|
|
168,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,784,807
|
|
|
|
2,251,254
|
|
|
|
|
2009
|
|
|
|
101,543
|
|
|
|
50,772
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
152,315
|
|
|
|
|
|
|
The vesting of the performance units is subject to the
attainment of a pre-established distributable cash flow per LP
Unit performance goal during the third year of a three fiscal
year period. The grant date fair value of the performance awards
reflected in the Summary Compensation Table is based on a target
payout of such awards, using the average of the high and low
trading prices for our LP Units on the date of grant ($55.86 for
2010 grants and $39.055 for 2009 grants). If there is maximum
payout under the 2010 performance unit awards, the values of
Messrs. Wylie, St.Clair, Smith, Malecky and Muslihs
2010 performance unit awards would be $2,646,759, $1,124,909,
$1,455,712, $397,053 and $397,053, respectively. If there is
maximum payout under the 2009 performance unit awards, the
values of Messrs. Wylie, St.Clair, Smith, Malecky and
Muslihs 2009 performance unit awards would be $744,701,
$575,436, $609,258, $203,086 and $203,086, respectively. |
|
(3) |
|
Represents annual incentive awards paid under the AIC Plan based
on the achievement of pre-established financial performance
goals and individual performance goals. Messrs. Wylie,
St.Clair, Smith, Malecky and Muslih deferred $225,000, $92,125,
$150,750, $160,000 and $250,000, respectively, of their 2010 AIC
Plan awards pursuant to the Deferral Plan and received phantom
units, including both deferral units and matching units, issued
under the LTIP as a result of the deferral. Messrs. Wylie,
St.Clair, Smith, Malecky and Muslih deferred $250,000, $106,650,
$250,100, $121,853 and $112,500, respectively, of their 2009 AIC
Plan awards pursuant to the Deferral Plan and received phantom
units, including both deferral units and matching units, issued
under the LTIP as a result of the deferral. In accordance with
SEC guidance, the values of the deferral units received in
connection with the 2010 AIC Plan award deferrals are disclosed
on the 2010 Grants of Plan-Based Awards Table in the
Estimated Possible Payouts Under Non-Equity Incentive Plan
Awards column. The matching units received in connection with
the 2010 AIC Plan award deferrals will appear in the
Grants of Plan-Based Awards Table that will be
included in our 2012 Annual Meeting Proxy Statement. |
23
|
|
|
(4) |
|
For each named executive officer, the amounts in the column
labeled All Other Compensation consist of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings
|
|
|
|
|
|
Benefit
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
Distribution
|
|
Equalization
|
|
Director
|
|
|
|
Total All
|
|
|
Fiscal
|
|
Contributions
|
|
ESOP
|
|
Equivalents
|
|
Plan
|
|
Fees
|
|
Relocation
|
|
Other
|
Named Executive Officer
|
|
Year
|
|
($)(a)
|
|
($)(b)
|
|
($)(c)
|
|
($)(d)
|
|
($)(e)
|
|
($)(g)
|
|
Compensation
|
|
Forrest E. Wylie
|
|
|
2010
|
|
|
|
24,500
|
|
|
|
|
|
|
|
88,839
|
|
|
|
44,155
|
|
|
|
|
|
|
|
|
|
|
|
157,494
|
|
|
|
|
2009
|
|
|
|
24,500
|
|
|
|
|
|
|
|
13,050
|
|
|
|
16,269
|
|
|
|
|
|
|
|
|
|
|
|
53,819
|
|
|
|
|
2008
|
|
|
|
23,000
|
|
|
|
|
|
|
|
|
|
|
|
17,000
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
Keith E. St.Clair
|
|
|
2010
|
|
|
|
24,500
|
|
|
|
|
|
|
|
44,130
|
|
|
|
40,729
|
|
|
|
|
|
|
|
2,746
|
|
|
|
112,105
|
|
|
|
|
2009
|
|
|
|
24,500
|
|
|
|
|
|
|
|
10,082
|
|
|
|
15,825
|
|
|
|
|
|
|
|
128,239
|
|
|
|
178,646
|
|
|
|
|
2008
|
|
|
|
1,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,875
|
|
Clark C. Smith
|
|
|
2010
|
|
|
|
24,500
|
|
|
|
|
|
|
|
65,137
|
|
|
|
33,746
|
|
|
|
|
|
|
|
|
|
|
|
123,383
|
|
|
|
|
2009
|
|
|
|
22,188
|
|
|
|
|
|
|
|
10,676
|
|
|
|
|
|
|
|
8,750
|
|
|
|
32,243
|
|
|
|
73,857
|
|
Robert A. Malecky
|
|
|
2010
|
|
|
|
12,250
|
|
|
|
37,146
|
|
|
|
103,232
|
|
|
|
45,460
|
|
|
|
|
|
|
|
|
|
|
|
198,088
|
|
|
|
|
2009
|
|
|
|
12,250
|
|
|
|
6,945
|
|
|
|
52,684
|
|
|
|
35,340
|
|
|
|
|
|
|
|
|
|
|
|
107,219
|
|
Khalid A. Muslih
|
|
|
2010
|
|
|
|
24,500
|
|
|
|
|
|
|
|
28,836
|
|
|
|
15,609
|
|
|
|
|
|
|
|
|
|
|
|
68,945
|
|
|
|
|
2009
|
|
|
|
24,500
|
|
|
|
|
|
|
|
3,559
|
|
|
|
13,699
|
|
|
|
|
|
|
|
|
|
|
|
41,758
|
|
|
|
|
(a) |
|
Amounts represent a 5% company contribution to the Retirement
and Savings Plan (the Services Company Retirement and
Savings Plan) for each of the named executive officers on
wages of up to $245,000 for 2010, $245,000 for 2009 and $230,000
for 2008. Messrs. Wylie, St.Clair, Smith and Muslih also
receive a
dollar-for-dollar
matching contribution on their contributions to the retirement
and savings plan up to 5% of their pay. |
|
(b) |
|
Amounts represent the value of Services Company stock allocated
to each named executive officer who participated in the ESOP
during 2010, in accordance with the terms of the ESOP described
in the accompanying narrative. |
|
(c) |
|
Amounts represent the distribution equivalents paid during 2010
on unvested phantom unit awards granted under the LTIP and held
by the named executive officer. Pursuant to the LTIP,
distribution equivalents for any period are determined by
multiplying the number of outstanding unvested phantom units by
the per LP Unit cash distribution paid by us on our LP Units for
such period. For Mr. Malecky, amount also includes $49,125
and $72,975 in payment of distribution equivalents under the
Option Plan in 2009 and 2010, respectively. Pursuant to the
Option Plan, distribution equivalents were calculated by
multiplying (i) the number of our LP Units subject to such
options that vested in the stated period by (ii) 100% of
our aggregate per LP Unit regular quarterly distribution during
the three year option vesting period. |
|
(d) |
|
Amounts represent contributions to the named executive
officers account under the Benefit Equalization Plan. A
description of the plan and the amounts of contributions
credited to each named executive officers account in 2010
are set forth in the 2010 Nonqualified Deferred
Compensation Table and the accompanying narrative
discussion below. |
|
(e) |
|
Amount represents fees paid to Mr. Smith for his service as
a director of Buckeye GP in 2009 prior to his resignation from
the board of directors of Buckeye GP on February 17, 2009. |
Employment
Agreements
None of our named executive officers currently have employment
agreements (Messrs. Smith and St.Clair, however, have
severance agreements), but our named executive officers are
entitled to certain payments upon termination of employment or
change in control which are described in more detail below under
the heading Payments Upon Termination or Change in
Control.
BGH GP
Holdings, LLC Override Units
BGH GP granted limited liability company interests in BGH GP,
called override units, to Messrs. St.Clair and Smith on
July 27, 2009. On June 25, 2007, BGH GP granted
override units to Messrs. Wylie, Malecky and Muslih. The
override units were not awarded by our compensation committee,
they are not paid by us, and they do not constitute a cash
expense to us, but we incur non-cash expense charges related to
the override
24
units. Three types of override units were issued: Value A units,
Value B units and Operating units. On December 31, 2010,
the named executive officers exchanged all of their Value A
units and Operating units for a distribution of a portion of the
LP Units that BGH GP received in the Merger. Subsequent to the
exchange on December 31, 2010, only one type of override
unit remained outstanding: Value B units. Information regarding
the override units that BGH GP has granted to our named
executive officers as well as LP Units our named executive
officers received in the December 31, 2010 exchange is set
forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LP Units
|
|
|
|
|
|
|
|
|
Issued In
|
|
|
|
|
|
|
|
|
Exchange for
|
|
|
|
|
|
|
|
|
Value A and
|
|
|
Value A
|
|
Value B
|
|
Operating
|
|
Operating
|
Named Executive Officer
|
|
Units (#)(1)
|
|
Units (#)(1)
|
|
Units (#)(1)
|
|
Units(2)
|
|
Forrest E. Wylie
|
|
|
637,381
|
|
|
|
637,381
|
|
|
|
637,381
|
|
|
|
196,688
|
|
Keith E. St.Clair
|
|
|
106,230
|
|
|
|
106,230
|
|
|
|
106,230
|
|
|
|
32,781
|
|
Clark C. Smith
|
|
|
106,230
|
|
|
|
106,230
|
|
|
|
106,230
|
|
|
|
32,781
|
|
Robert A. Malecky
|
|
|
148,722
|
|
|
|
148,722
|
|
|
|
148,722
|
|
|
|
45,894
|
|
Khalid A. Muslih
|
|
|
148,722
|
|
|
|
148,722
|
|
|
|
148,722
|
|
|
|
45,894
|
|
|
|
|
(1) |
|
Grant date of June 25, 2007 for Messrs. Wylie,
Malecky, and Muslih and grant date of July 27, 2009 for
Messrs. St.Clair and Smith. |
|
(2) |
|
Exchange occurred on December 31, 2010. |
Fair
Value of Override Units
|
|
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
Value A
|
|
|
Value B
|
|
|
Operating
|
|
|
June 25, 2007
|
|
$
|
2.07
|
|
|
$
|
1.17
|
|
|
$
|
3.42
|
|
July 27, 2009
|
|
$
|
2.33
|
|
|
$
|
1.60
|
|
|
$
|
3.34
|
|
December 31, 2010
|
|
$
|
4.47
|
|
|
$
|
1.25
|
|
|
$
|
8.71
|
|
Forfeiture
The Value B units are generally subject to forfeiture upon the
occurrence of certain events before benchmark dates, which
events and dates vary based on the grantee. The Value B units
owned by a named executive officer are subject to forfeiture if:
|
|
|
|
|
such named executive officers employment is terminated for
cause;
|
|
|
|
such named executive officers employment is terminated due
to death, disability or retirement; or
|
|
|
|
such named executive officers employment is terminated for
any other reason prior to the occurrence of an exit event (as
defined below) or the entry into a definitive agreement that
would result in an exit event and an exit event does not occur
within one year after the termination of employment.
|
For the purposes of this discussion, an exit event
generally includes the sale by ArcLight Capital Partners, LLC
(ArcLight), Kelso & Company
(Kelso) and their affiliates of their interests in
BGH GP, the sale of substantially all the assets of BGH GP and
its subsidiaries, or any other extraordinary
transaction that the board of directors of BGH GP determines is
an exit event.
25
The table below sets forth the percentages of each named
executive officers Value B units that are subject to
forfeiture upon the occurrence of certain events prior to the
dates set forth in the table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time Since Date of the Grant of Override Units
|
|
|
|
|
Reason for
|
|
Before
|
|
1
|
|
18
|
|
2
|
|
30
|
|
3
|
|
42
|
|
4+
|
Named Executive Officer
|
|
Unit Type
|
|
Forfeiture*
|
|
1 Year
|
|
Year
|
|
Months
|
|
Years
|
|
Months
|
|
Years
|
|
Months
|
|
Years
|
|
Forrest E. Wylie
|
|
|
B Units
|
|
|
|
Cause
|
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
DDR
|
|
|
|
100
|
%
|
|
|
75
|
%
|
|
|
62.50
|
%
|
|
|
50
|
%
|
|
|
37.50
|
%
|
|
|
25
|
%
|
|
|
12.50
|
%
|
|
|
0
|
%
|
|
|
|
|
|
|
|
Other
|
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
Keith E. St.Clair,
Clark C. Smith,
Robert A. Malecky and
Khalid A. Muslih
|
|
|
B Units
|
|
|
|
Cause
|
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
DDR
|
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
Other
|
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
* |
|
Cause means termination of employment for cause.
DDR means termination of employment due to death,
disability or retirement. Upon Mr. Wylies retirement
(as opposed to the termination of his employment upon death or
disability), all of his Value B units will be forfeited.
Other means termination of employment for any other
reason. |
Distributions
The Value B units are entitled to share in distributions made by
BGH GP under the circumstances set forth below.
The Value B units may only participate in distributions if the
members of BGH GP that are affiliated with ArcLight and Kelso
(collectively referred to as the ArcLight Kelso
Members) receive an internal rate of return (compounded
annually) of at least 10% and the ArcLight Kelso investment
multiple is equal to or greater than 2.0. The ArcLight Kelso
investment multiple is generally the sum of all the
distributions the ArcLight Kelso Members have received from BGH
GP prior to the time in question, divided by the total amount of
capital contributions to BGH GP that the ArcLight Kelso Members
have made prior to such time.
Additionally, all distributions on the Value B units are subject
to the following performance criteria:
|
|
|
|
|
if the ArcLight Kelso investment multiple is 3.5 or more, all
Value B units participate in distributions; and
|
|
|
|
if the ArcLight Kelso investment multiple is greater than 2.0
but less than 3.5, a percentage of the Value B units will
participate in distributions based generally on a sliding scale
with 0% participating at the 2.0 level and 100% participating at
the 3.5 level.
|
In addition to the forfeiture provisions described under the
heading Forfeiture above, upon the occurrence of an
exit event, any Value B units that have not become eligible to
participate in distributions in accordance with the criteria
described above, and do not become eligible to participate in
such distributions in connection with such exit event, will be
forfeited without payment.
Distributions on the Value B units may be made as a result of an
exit event or, from time to time prior to an exit event, when
and as declared by the board of directors of BGH GP (we refer to
distributions declared prior to an exit event as interim
distributions). Distributions are generally made pro rata to
each officer who is a member of the LLC based on the number of
LLC units held by such member, except that the amounts of any
distribution to our officers in respect of each Value B unit
shall be reduced and distributed to the other members of BGH GP
until the cumulative amount withheld and redistributed for such
Value B unit equals a benchmark amount. The
benchmark amount of all Value B units held by our named
executive officers is $10.00, but is subject to adjustment under
certain circumstances. Holders of Value B units that become
eligible to participate in distributions upon satisfaction of
the performance criteria summarized above are entitled to
cumulative priority catch up distributions in
respect of earlier interim distributions not made on those Value
B units upon a subsequent interim distribution or a distribution
in connection with an exit event.
26
Determination
of Fair Value
We valued the override units using the Monte Carlo simulation
method that incorporates the market-based vesting condition into
the grant date fair value of the unit awards as required by FASB
ASC Topic 718. The Monte Carlo simulation is a procedure to
estimate future equity value from the time of the valuation date
of June 25, 2007, July 27, 2009 or December 31,
2010, as applicable, to the exit event using the following
assumptions:
|
|
|
|
|
Current Equity Value of $10.00 per unit or total equity of
$439.00 million at June 25, 2007 and
$439.06 million July 27, 2009 and based on the initial
capital contributions made by the equity investors into BGH;
|
|
|
|
Current Equity Value of $19.35 per unit or total equity of
$822.2 million at December 31, 2010 based primarily on
the fair value of LP Units that BGH GP received in the Merger;
|
|
|
|
Expected life of 5.5 years for the 2007 valuation,
3.4 years for the 2009 valuation and 1.0 year for the
2010 valuation based on the historical average holding period
for similar investments;
|
|
|
|
Risk Free Rate of 4.92% for the June 25, 2007 valuation,
1.84% for the July 27, 2009 valuation and 0.29% for the
December 31, 2010 valuation based on the U.S. constant
maturity treasury rate for a term corresponding to the expected
life of the override units;
|
|
|
|
Volatility of 26% for the June 25, 2007 valuation, 45% for
the July 27, 2009 valuation and 25% for the
December 31, 2010 valuation. Since BGH GPs primary
asset was its ownership interest in BGH, volatility was
estimated by using the volatility of BGH, along with comparisons
to the volatility of other firms in the same industry as BGH
over a period equal to the expected life of the override
units; and
|
|
|
|
Because the likelihood of an interim distribution was not
probable due to the rigorous performance criteria, dividends of
zero were assumed.
|
Requirements
With Respect to Non-Competition and Non-Solicitation
The limited liability company agreement of BGH GP provides that,
for a certain period of time, holders of the override units,
which includes our named executive officers (referred to as the
Management Members), may not become associated with
or employed by any entity that is actively engaged in any
geographic area in which BGH, Buckeye GP, we or any of our
subsidiaries (collectively, the Buckeye Entities) do
business in any business that is either in competition with the
business of the Buckeye Entities conducted at any time during
the 12 months preceding the date such Management Member
ceases to hold any equity interest in BGH GP or proposed to be
conducted by the Buckeye Entities in the Buckeye Entities
business plan as in effect as of the date such Management Member
ceases to hold any equity interest in BGH GP.
The limited liability company agreement further provides that no
Management Member shall directly or indirectly induce any
employee of the Buckeye Entities to terminate employment with
the Buckeye Entities or otherwise interfere with the employment
relationship of the Buckeye Entities with any person who is or
was employed by the Buckeye Entities. In addition, the limited
liability company agreement prohibits any Management Member from
soliciting or otherwise attempting to establish for himself any
business relationship with any person who is, or at any time
during the
12-month
period preceding the date such Management Member ceases to hold
any equity interest in BGH GP was, a customer, client or
distributor of the Buckeye Entities.
Retirement
and Other Benefits
The majority of our regular full-time employees hired before
September 16, 2004 (including Mr. Malecky) participate
in Services Companys ESOP, which is a qualified plan. As
of the record date, Services Company owned approximately
1.4 million of our LP Units. The ESOP owns all of the
outstanding common stock of Services Company, or approximately
1.4 million shares. Accordingly, one share of Services
Company common stock is generally considered to have a value
equal to one of our LP Units. Under the ESOP, Services Company
common stock is allocated to employee accounts quarterly.
Individual employees are allocated shares based on
27
the ratio of their eligible compensation to the aggregate
eligible compensation of all ESOP participants. Eligible
compensation generally includes base salary, overtime payments
and certain bonuses. Upon termination of the employees
employment, the value of shares accumulated by an employee in
the ESOP is payable to the employee or transferable to other
qualified plans in accordance with the terms of the ESOP plan.
Services Company also sponsors a Retirement and Savings Plan
through which it provides retirement benefits for substantially
all of its regular full-time employees (including our named
executive officers), except those covered by certain labor
contracts. The Retirement and Savings Plan consists of two
components. Under the first component, Services Company
contributes 5% of each eligible employees covered salary
to an employees separate account maintained in the
Retirement and Savings Plan. Under the second component, for all
employees not participating in the ESOP, Services Company makes
a matching contribution into the employees separate
account for 100% of an employees contribution to the
Retirement and Savings Plan up to 6% of an employees
eligible covered salary. Prior to March 27, 2011, for
Services Company employees who participate in the ESOP, Services
Company did not make a matching contribution. Each of our named
executive officers receives the contribution equal to 5% of his
salary (subject to certain IRS limits) annually, and these
amounts vest ratably over a five year period. Because
Mr. Malecky participates in the ESOP, we did not make any
matching contributions to the Retirement and Savings Plan on his
behalf prior to March 27, 2011. Because Messrs. Wylie,
St.Clair, Smith and Muslih do not participate in the ESOP, we
did make matching contributions to the Retirement and Savings
Plan on their behalf during 2010.
Services Company also sponsors a Benefit Equalization Plan,
which is described in detail in the narrative discussion
following the 2010 Nonqualified Deferred Compensation
Table below.
2010
Grants of Plan-Based Awards Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Possible
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payouts
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
Under
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Grant Date
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
Fair Value
|
|
|
|
|
|
Plan
|
|
|
Estimated Future Payouts
|
|
|
of Shares
|
|
|
of Stock and
|
|
|
|
|
|
Awards(1)
|
|
|
Under Equity Incentive Plan Awards(2)
|
|
|
of Stock
|
|
|
Options
|
|
|
|
|
|
Target
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
or Units
|
|
|
Awards
|
|
Name
|
|
Grant Date
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
($)
|
|
|
Forrest E. Wylie
|
|
|
|
|
562,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 16, 2010
|
|
|
|
|
|
|
11,846
|
|
|
|
23,691
|
|
|
|
47,382
|
|
|
|
|
|
|
|
1,323,379
|
(4)
|
|
|
February 16, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,846
|
(3)
|
|
|
661,718
|
(5)
|
|
|
February 18, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,380
|
(6)
|
|
|
249,989
|
(7)
|
Keith E. St.Clair
|
|
|
|
|
335,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 16, 2010
|
|
|
|
|
|
|
5,035
|
|
|
|
10,069
|
|
|
|
20,138
|
|
|
|
|
|
|
|
562,454
|
(4)
|
|
|
February 16, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,034
|
(3)
|
|
|
281,199
|
(5)
|
|
|
February 18, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,868
|
(6)
|
|
|
106,616
|
(7)
|
Clark C. Smith
|
|
|
|
|
335,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 16, 2010
|
|
|
|
|
|
|
6,515
|
|
|
|
13,030
|
|
|
|
26,060
|
|
|
|
|
|
|
|
727,856
|
(4)
|
|
|
February 16, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,515
|
(3)
|
|
|
363,928
|
(5)
|
|
|
February 18, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,381
|
(6)
|
|
|
250,046
|
(7)
|
Robert A. Malecky
|
|
|
|
|
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 16, 2010
|
|
|
|
|
|
|
1,777
|
|
|
|
3,554
|
|
|
|
7,108
|
|
|
|
|
|
|
|
198,526
|
(4)
|
|
|
February 16, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,776
|
(3)
|
|
|
99,207
|
(5)
|
|
|
February 18, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,202
|
(6)
|
|
|
182,754
|
(7)
|
Khalid A. Muslih
|
|
|
|
|
235,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 16, 2010
|
|
|
|
|
|
|
1,777
|
|
|
|
3,554
|
|
|
|
7,108
|
|
|
|
|
|
|
|
198,526
|
(4)
|
|
|
February 16, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,776
|
(3)
|
|
|
99,207
|
(5)
|
|
|
February 18, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,956
|
(6)
|
|
|
168,714
|
(7)
|
|
|
|
(1) |
|
Represents annual incentive awards granted pursuant to the AIC
Plan, with payment contingent on Buckeyes achievement of
pre-established financial performance goals and each named
executive officers |
28
|
|
|
|
|
individual performance. The 2010 awards provided for a single
payout. Messrs. Wylie, St.Clair, Smith, Malecky and Muslih
deferred $225,000, $92,125, $150,750, $160,000 and $250,000,
respectively, of their 2010 AIC Plan awards pursuant to the
Deferral Plan and received phantom units, including both
deferral units and matching units, issued under the LTIP as a
result of the deferral. In accordance with SEC guidance, the
values of the deferral units are included in this column. The
matching units will appear on the 2011 Grants of
Plan-Based Awards Table that will be included in our 2012
Annual Meeting Proxy Statement. |
|
(2) |
|
Represents grants of performance units under the LTIP. See
Long-Term Incentive Plan below. The vesting of the
performance units are subject to the attainment of a
pre-established distributable cash flow per LP Unit performance
goal during the third year of a three fiscal year period, which
for 2009 awards means the three year period ending
December 31, 2011 and, for 2010 awards, means the three
year period ending December 31, 2012. The grant date fair
value of the performance units awards reflected in the table is
based on a threshold payout of such awards. |
|
(3) |
|
Represents grants of phantom units under the LTIP. See
Long-Term Incentive Plan below. |
|
(4) |
|
The grant date fair value of these awards is based on a target
payout of such awards (computed in accordance with FASB ASC
Topic 718), using the average of the high and low trading prices
for our LP Units on the date of grant ($55.86). If there is
maximum payout under the 2010 performance unit awards, the
values of Messrs. Wylie, St.Clair, Smith, Malecky and
Muslihs 2010 performance unit awards would be $2,646,759,
$1,124,909, $1,455,712, $397,053 and $397,053, respectively. |
|
(5) |
|
The grant date fair value of these awards is computed in
accordance with FASB ASC Topic 718 using the average of the high
and low trading prices for our LP Units on the date of grant
($55.86). |
|
(6) |
|
Represents the grant of matching phantom units issued under the
LTIP as a result of the deferral of 2009 discretionary bonus and
2009 AIC Plan awards pursuant to the Deferral Plan. The matching
units were issued as a result of deferrals by
Messrs. Wylie, St.Clair, Smith, Malecky and Muslih of
$250,000, $106,650, $250,100, $121,853 and $112,500,
respectively, of their 2009 AIC Plan awards and the deferrals by
Messrs. Malecky and Muslih of $60,927 and $56,250,
respectively, of their 2009 discretionary bonuses. |
|
(7) |
|
The grant date fair value of these awards is computed in
accordance with FASB ASC Topic 718 using the average of the high
and low trading prices for our LP Units on the date of grant
($57.075). |
Long-Term
Incentive Plan
The LTIP, which is administered by the compensation committee of
the board of directors of our general partner, provides for the
grant of phantom units, performance units and in certain cases,
DERs. Phantom units are notional LP Units whose vesting is
subject to service-based restrictions or other conditions, and
performance units are notional LP Units whose vesting is subject
to the attainment of one or more performance goals. DERs are
rights to receive a cash payment per phantom unit or performance
unit, as applicable, equal to the per unit cash distribution we
pay on our LP Units. DERs are paid on phantom units at the time
we pay such distribution on LP Units. DERs on performance units
will not be paid until such performance units have vested.
In the event we experience a change in control while a
participant is employed by, or providing services to us, Buckeye
GP, or any affiliate and (i) the participant is terminated
without cause during the eighteen-calendar-month period
following a change in control or (ii) the participant
resigns for good reason during or shortly after such period, a
participants phantom units (and any unpaid DERs) will
immediately vest and be paid within the
30-day
period following the termination of employment and performance
units (and any associated DERs) will vest and be paid based on a
payout performance multiplier of 100% within the
30-day
period following the termination of employment. For purposes of
the LTIP, a change in control generally means:
|
|
|
|
|
the sale or disposal by the Partnership of all or substantially
all of its assets; or
|
|
|
|
the merger or consolidation of the Partnership with or into
another partnership, corporation or other entity, other than a
merger or consolidation in which the unitholders immediately
prior to such transaction retain at least a 50% equity interest
in the surviving entity; or
|
29
|
|
|
|
|
the occurrence of one or more of the following events:
|
|
|
|
|
|
Buckeye GP ceases to be the sole general partner of the
Partnership;
|
|
|
|
BGH ceases to own and control, directly or indirectly, 100% of
the outstanding equity interests of Buckeye GP;
|
|
|
|
MainLine Management LLC (MainLine Management) ceases
to be the sole general partner of BGH; or
|
|
|
|
BGH GP ceases to own and control, directly or indirectly, 100%
of the outstanding equity interests of MainLine Management;
|
provided, however, that none of the four events
described above will constitute a change in control if,
following such event, either ArcLight or Kelso possess, or both
ArcLight and Kelso collectively possess, directly or indirectly,
the power to direct or cause the direction of the management and
policies of the Partnership, whether through the ownership of
voting securities, by contract, or otherwise; or
|
|
|
|
|
the failure of ArcLight and Kelso collectively to possess,
directly or indirectly, the power to direct or cause the
direction of the management and policies of the Partnership,
whether through the ownership of voting securities, by contract,
or otherwise.
|
The completion of the Merger represented a change in control.
Cause generally means a finding by the
compensation committee that the participant:
|
|
|
|
|
has materially breached his or her employment, severance or
service contract with us;
|
|
|
|
has engaged in disloyalty to us, including, without limitation,
fraud, embezzlement, theft, commission of a felony or proven
dishonesty;
|
|
|
|
has disclosed trade secrets or our confidential information to
persons not entitled to receive such information; or
|
|
|
|
has breached any written non-competition, non-solicitation,
invention assignment or confidentiality agreement between us and
the participant.
|
Good Reason generally means the occurrence,
without the participants express written consent, of any
of the following events during the eighteen-calendar-month
period following a change in control, or the change in control
period:
|
|
|
|
|
a substantial adverse change in the participants duties or
responsibilities from those in effect on the date immediately
preceding the first day of the change in control period;
|
|
|
|
a material reduction in the participants annual rate of
base salary or annual bonus opportunity as in effect immediately
prior to commencement of a change in control period; or
|
|
|
|
requiring the participant to be based at a location more than
100 miles from the participants primary work location
as it existed on the date immediately preceding the first day of
the change in control period, except for required travel
substantially consistent with the participants present
business obligations.
|
The number of LP Units that may be granted under the LTIP may
not exceed 1,500,000, subject to certain adjustments. The number
of LP Units that may be granted to any one individual in a
calendar year may not exceed 100,000. If awards are forfeited,
terminated or otherwise not paid in full, the LP Units
underlying such awards will again be available for purposes of
the LTIP. Persons eligible to receive grants under the LTIP are
(i) officers and employees of us, Buckeye GP and any of our
affiliates and (ii) independent members of the board of
directors of Buckeye GP or of MainLine Management. Phantom units
or performance units may be granted to participants at any time
as determined by the compensation committee.
30
The fair values of both the performance unit and phantom unit
grants are based on the average market price of our LP Units on
the date of grant computed in accordance with FASB ASC Topic
718. Compensation expense equal to the fair value of those
performance unit and phantom unit awards that actually vest is
estimated and recorded over the period the grants are earned,
which is the vesting period. Compensation expense estimates are
updated periodically. The vesting of the performance unit awards
is also contingent upon the attainment of predetermined
performance goals, which, depending on the level of attainment,
could increase or decrease the value of the awards at
settlement. Quarterly distributions paid on DERs associated with
phantom units are recorded as a reduction of our Limited
Partners Capital on our consolidated balance sheets.
Unit
Deferral and Incentive Plan
The Deferral Plan provides eligible employees the opportunity to
defer up to 50% of any cash award they would otherwise receive
under the AIC Plan or other discretionary bonus program.
Participants who elect to defer a portion of their bonus are
credited with deferral units equal in value to the amount of
their cash award deferral. Participants are also credited with a
matching unit for each deferral unit they are granted. Both
deferral units and matching units are phantom units based on LP
Units and subject to service-based vesting restrictions.
Participants are entitled to DERs on each unit they receive
pursuant to the Deferral Plan, which provide named executive
officers with the right to receive payments based on
distributions we make on LP Units. Deferral units and matching
units are settled in LP Units reserved under the LTIP.
Persons eligible to participate in the Deferral Plan are regular
full-time salaried employees who have a base salary equal to or
in excess of $150,000 (or such other amount as determined by the
compensation committee) and who have been selected by the
compensation committee to participate in the Deferral Plan. The
number of deferral units and matching units that may be granted
under the Deferral Plan is limited by the number of LP Units
that may be granted under the LTIP, subject to certain
adjustments.
Deferral elections under the Deferral Plan must be made no later
than December 31st of the plan year prior to the date
the applicable bonus would otherwise be paid. Once a deferral
election is made for a plan year, it becomes irrevocable and
cannot be cancelled or changed for that plan year. A participant
becomes 100% vested in deferral units and matching units
credited to his or her unit account during a plan year on the
first day of the plan year that is three years after the plan
year that the deferral units and matching units are credited to
his or her unit account, provided that the participant is
continuously employed by, or continuously provides services to
us through that date. For example, deferral units and matching
units that are credited to a participants unit account in
2011 will vest on January 1, 2014. If a participants
employment is terminated by us without cause, unvested deferral
units will immediately vest in full and unvested matching units
will vest on a prorated basis, based on the portion of the
vesting period during which the participant was employed by us.
For purposes of determining the number of matching units that
become vested on a prorated basis, the vesting period commences
on January 1st of the plan year in which we would
otherwise have paid the annual cash award to the participant but
for the participants deferral election and ends three
years later.
In the event a change in control occurs while the participant is
employed by or providing services to us, Buckeye GP or any
affiliate, and, during the eighteen-calendar-month period
following a change in control, (i) the participant is
terminated without cause, or (ii) the participant resigns
for good reason, the participants unvested deferral units
and matching units will immediately vest in full. For purposes
of the Deferral Plan, change in control, cause and good reason
have the same meanings as set forth in the LTIP description
above.
Option
Plan
Our Option Plan historically provided for the grant of options
to acquire our LP Units to certain of our and our
affiliates officers and key employees. Changes in tax
laws, including the regulations adopted under Internal Revenue
Code Section 409A, have limited the effectiveness of the
Option Plan and, as a result, we do not intend to make further
grants under the Option Plan although existing grants under the
plan will be unaffected and will remain subject to the terms of
the plan. The Option Plan has historically been administered by
the board of directors of Buckeye GP, but may be administered by
our compensation committee in the future.
31
Options will generally vest three years after the date of grant,
provided the optionee remains an employee of us or our
affiliates at such time. Once an option becomes vested, the
option remains exercisable for a period of seven years from the
date of vesting or for a shorter period specified by the board
of directors or compensation committee.
The Option Plan also permitted the board of directors or
compensation committee to grant distribution equivalent rights
in tandem with option grants. Distribution equivalent rights
provide the optionee with an accrual of an amount, subject to
certain distribution targets set at the discretion of the board
of directors or compensation committee, equal to the regular
quarterly distribution on the number of unvested units subject
to the option. Distribution equivalents are maintained in
distribution equivalent accounts on our books and records and
are paid to the optionee when units subject to the option vest.
Distribution equivalents cease to accrue when units subject to
an option vest. No interest accrues or is payable to the balance
in any distribution equivalent account. No awards were granted
under the Option Plan in 2010.
2010
Outstanding Equity Awards at Fiscal Year-End Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Unit Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
Market or
|
|
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
payout
|
|
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
Awards:
|
|
|
|
|
|
value of
|
|
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Value of
|
|
Number of
|
|
|
|
|
|
unearned
|
|
|
|
|
Unexercised
|
|
Unexercised
|
|
|
|
|
|
Units of
|
|
|
|
|
|
Units That
|
|
Unearned
|
|
|
|
|
|
units that
|
|
|
|
|
Options (#)
|
|
Options (#)
|
|
Option
|
|
Option
|
|
That
|
|
|
|
|
|
Have Not
|
|
Units That
|
|
|
|
|
|
have not
|
|
|
Grant
|
|
Exercisable
|
|
Unexercisable
|
|
Exercise
|
|
Expiration
|
|
Have Not
|
|
Grant
|
|
Vesting
|
|
Vested
|
|
Have Not
|
|
Grant
|
|
Vesting
|
|
vested
|
Name
|
|
Date
|
|
(1)
|
|
(1)
|
|
Price
|
|
Date
|
|
Vested (#)
|
|
Date
|
|
Date
|
|
($)(3)
|
|
Vested (#)
|
|
Date
|
|
Date
|
|
($)(3)
|
|
Forrest E. Wylie
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,767
|
(2)
|
|
|
4/30/09
|
|
|
|
4/30/12
|
|
|
|
318,579
|
|
|
|
4,767(4
|
)
|
|
|
4/30/09
|
|
|
|
(4
|
)
|
|
|
318,579
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,846
|
(2)
|
|
|
2/16/10
|
|
|
|
2/16/13
|
|
|
|
791,668
|
|
|
|
11,846(4
|
)
|
|
|
2/16/10
|
|
|
|
(4
|
)
|
|
|
791,668
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,760
|
(5)
|
|
|
2/18/10
|
|
|
|
1/01/13
|
|
|
|
585,431
|
|
|
|
637,381(6
|
)
|
|
|
6/25/07
|
|
|
|
(6
|
)
|
|
|
796,726
|
(7)
|
Keith E. St.Clair
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,683
|
(2)
|
|
|
4/30/09
|
|
|
|
4/30/12
|
|
|
|
246,135
|
|
|
|
3,684(4
|
)
|
|
|
4/30/09
|
|
|
|
(4
|
)
|
|
|
246,202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,034
|
(2)
|
|
|
2/16/10
|
|
|
|
2/16/13
|
|
|
|
336,422
|
|
|
|
5,035(4
|
)
|
|
|
2/16/10
|
|
|
|
(4
|
)
|
|
|
336,489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,736
|
(5)
|
|
|
2/18/10
|
|
|
|
1/01/13
|
|
|
|
249,677
|
|
|
|
106,230(6
|
)
|
|
|
7/27/09
|
|
|
|
(6
|
)
|
|
|
132,788
|
(7)
|
Clark C. Smith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,900
|
(2)
|
|
|
4/30/09
|
|
|
|
4/30/12
|
|
|
|
260,637
|
|
|
|
3,900(4
|
)
|
|
|
4/30/09
|
|
|
|
(4
|
)
|
|
|
260,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,515
|
(2)
|
|
|
2/16/10
|
|
|
|
2/16/13
|
|
|
|
435,397
|
|
|
|
6,515(4
|
)
|
|
|
2/16/10
|
|
|
|
(4
|
)
|
|
|
435,397
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,762
|
(5)
|
|
|
2/18/10
|
|
|
|
1/01/13
|
|
|
|
585,564
|
|
|
|
106,230(6
|
)
|
|
|
7/27/09
|
|
|
|
(6
|
)
|
|
|
132,788
|
(7)
|
Robert A. Malecky
|
|
|
4/01/05
|
|
|
|
3,700
|
|
|
|
|
|
|
|
45.88
|
|
|
|
4/01/15
|
|
|
|
1,300
|
(2)
|
|
|
4/30/09
|
|
|
|
4/30/12
|
|
|
|
86,879
|
|
|
|
1,300(4
|
)
|
|
|
4/30/09
|
|
|
|
(4
|
)
|
|
|
86,879
|
|
|
|
|
2/23/06
|
|
|
|
5,000
|
|
|
|
|
|
|
|
44.73
|
|
|
|
2/23/16
|
|
|
|
1,776
|
(2)
|
|
|
2/16/10
|
|
|
|
2/16/13
|
|
|
|
118,690
|
|
|
|
1,777(4
|
)
|
|
|
2/16/10
|
|
|
|
(4
|
)
|
|
|
118,757
|
|
|
|
|
2/21/07
|
|
|
|
7,000
|
|
|
|
|
|
|
|
50.36
|
|
|
|
2/21/17
|
|
|
|
6,404
|
(5)
|
|
|
2/18/10
|
|
|
|
1/01/13
|
|
|
|
427,979
|
|
|
|
148,722(6
|
)
|
|
|
6/25/07
|
|
|
|
(6
|
)
|
|
|
185,903
|
(7)
|
|
|
|
11/24/08
|
|
|
|
|
|
|
|
5,000
|
|
|
|
31.24
|
|
|
|
12/31/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Khalid A. Muslih
|
|
|
02/21/08
|
|
|
|
|
|
|
|
5,000
|
|
|
|
49.47
|
|
|
|
12/31/11
|
|
|
|
1,300
|
(2)
|
|
|
4/30/09
|
|
|
|
4/30/12
|
|
|
|
86,879
|
|
|
|
1,300(4
|
)
|
|
|
4/30/09
|
|
|
|
(4
|
)
|
|
|
86,879
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,776
|
(2)
|
|
|
2/16/10
|
|
|
|
2/16/13
|
|
|
|
118,690
|
|
|
|
1,777(4
|
)
|
|
|
2/16/10
|
|
|
|
(4
|
)
|
|
|
118,757
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,912
|
(5)
|
|
|
2/18/10
|
|
|
|
1/01/13
|
|
|
|
395,099
|
|
|
|
148,722(6
|
)
|
|
|
6/25/07
|
|
|
|
(6
|
)
|
|
|
185,903
|
(7)
|
|
|
|
(1) |
|
These amounts relate to options to purchase our LP Units under
the Option Plan. All options vest after the expiration of three
years from the grant date of the option and are exercisable for
up to seven years after the vesting date, except for those
granted February 21, 2008 and November 24, 2008, which
expire on December 31, 2011. See Note 18 in the Notes
to Consolidated Financial Statements included in our Annual
Report on
Form 10-K/A
for the fiscal year ended December 31, 2010 for further
discussion of the assumptions related to unit option expense. |
|
(2) |
|
Represents grants of phantom units under the LTIP. See
Long-Term Incentive Plan above. |
|
(3) |
|
For phantom units (including deferral and matching phantom
units) and performance units, the market value is calculated
using a per LP Unit price of $66.83, the closing price for our
LP Units on December 31, 2010. |
|
(4) |
|
Represents grants of performance units under the LTIP. See
Long-Term Incentive Plan above. The vesting of the
performance units is subject to the attainment of a
pre-established distributable cash flow per LP Unit performance
goal during the third year of a three fiscal year period. The
number of performance units reflected in the table is based on a
threshold payout of such awards. |
32
|
|
|
(5) |
|
Represents the grant of deferral and matching phantom units
issued under the LTIP as a result of the deferral of 2009
discretionary bonus and 2009 AIC Plan awards pursuant to the
Deferral Plan. Messrs. Wylie, St.Clair, Smith, Malecky and
Muslih were granted 4,380, 1,868, 4,381, 3,202, and 2,956
deferral units, respectively, and 4,380, 1,868, 4,381, 3,202,
and 2,956 matching units, respectively. The deferral units and
matching units were issued as a result of deferrals by
Messrs. Wylie, St.Clair, Smith, Malecky and Muslih of
$250,000, $106,650, $250,100, $121,853 and $112,500,
respectively, of their 2009 AIC Plan awards and the deferrals by
Messrs. Malecky and Muslih of $60,927 and $56,250,
respectively, of their 2009 discretionary bonuses. |
|
(6) |
|
Represents compensation that is neither awarded nor paid by us.
These amounts are unvested Value B units granted by BGH GP. On
December 31, 2010, the named executive officers exchanged
all of their Value A units and Operating units for a
distribution of a portion of the LP Units that BGH GP received
in the Merger. The vesting of the override units and the
exchange of the Value A and Operating units are discussed above
in the narrative section titled BGH GP Holdings, LLC
Override Units. |
|
(7) |
|
On December 31, 2010, the fair value of the Value B Units
was $1.25 per unit. The fair value of the Value B units was
calculated using a Monte Carlo simulation model that was
consistent with the method as described in the above narrative
section titled BGH GP Holdings, LLC Override Units. |
Unit
Option Exercises
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Number of Units
|
|
|
|
|
Acquired on
|
|
Value Realized on
|
Name
|
|
Exercise (#)
|
|
Exercise ($)(1)
|
|
Robert A. Malecky
|
|
|
8,700
|
|
|
|
165,238
|
|
|
|
|
(1) |
|
The value realized on exercise of unit options is equal to the
amount per share at which the named executive officer sold
shares acquired on exercise (all of which occurred on the date
of exercise) minus the exercise price of the unit options times
the number of LP Units acquired on exercise of the unit options. |
2010
Nonqualified Deferred Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registrant
|
|
|
|
|
|
|
|
|
Contributions in
|
|
Aggregate Gains
|
|
Aggregate
|
|
Aggregate Balance at
|
|
|
Last Fiscal Year
|
|
in Last
|
|
Withdrawals in
|
|
Last Fiscal Year-End
|
Name
|
|
($)(1)
|
|
Fiscal Year ($)
|
|
Last Fiscal Year ($)
|
|
($)(2)
|
|
Forrest E. Wylie
|
|
|
44,155
|
|
|
|
7,926
|
|
|
|
|
|
|
|
90,308
|
|
Keith E. St.Clair
|
|
|
40,729
|
|
|
|
6,041
|
|
|
|
|
|
|
|
63,702
|
|
Clark C. Smith
|
|
|
33,746
|
|
|
|
2,991
|
|
|
|
|
|
|
|
36,737
|
|
Robert A. Malecky
|
|
|
45,460
|
|
|
|
20,911
|
|
|
|
|
|
|
|
230,302
|
|
Khalid A. Muslih
|
|
|
15,609
|
|
|
|
5,309
|
|
|
|
|
|
|
|
53,046
|
|
|
|
|
(1) |
|
These contributions in the last fiscal year for each named
executive officer are included in the All Other Compensation
column of the Summary Compensation Table above. |
|
(2) |
|
The following amounts were previously reported as compensation
in the Summary Compensation Table for previous years:
Mr. Wylie $17,000;
Mr. St.Clair $15,825;
Mr. Malecky $35,340; and
Mr. Muslih $13,699. |
The amounts reflected in the table above were credited to
accounts of the named executive officers under the Benefit
Equalization Plan. The Benefit Equalization Plan is a
non-qualified deferred compensation plan and provides that any
employee whose company contributions to qualified pension and
savings plans have been limited due to IRS limits on
compensation allowable for calculating benefits under qualified
plans will receive an equivalent benefit under the Benefit
Equalization Plan for company contributed amounts they would
have received under qualified plans if there were no IRS limits
on compensation levels. Employee deferrals are not allowed under
the Benefit Equalization Plan. In addition, the Benefit
Equalization Plan provides that
33
any employee with a balance in the plan will be credited with
earnings on that balance at a rate that is equivalent to the
actual earnings that the employee realizes on his or her
investments in the Retirement and Savings Plan or his or her
gains under the ESOP. The ESOP value is based on the LP Unit
value. During 2010, the market price of LP Units increased by
22.6%. Employees may periodically change their investment
elections in the Retirement and Savings Plan in accordance with
its terms and the terms of the documents governing the
investments in which they currently participate. Amounts
accumulated by an employee in the Benefit Equalization Plan are
payable to the employee, or their beneficiary, in a lump sum
upon termination of employment or following death. All amounts
are paid based on the timing and form set forth in the Benefit
Equalization Plan. A participating employee may also receive a
distribution of all or a portion of his or her account balance
in the event of a hardship as defined in the plan
document and upon determination by the committee that
administers the plan.
The table below shows the fund options available under the
Retirement and Savings Plan and their annual rate of return for
the year ended December 31, 2010.
|
|
|
|
|
Name of Fund
|
|
Rate of Return
|
|
American Century Income & Growth-Instl
|
|
|
14.26
|
%
|
American Century Small Cap Value-Inst
|
|
|
24.25
|
%
|
American Funds Growth Fund of America-R4
|
|
|
12.27
|
%
|
American Value Portfolio
|
|
|
13.84
|
%
|
JPMCB Stable Asset Income Fund-Inst
|
|
|
1.96
|
%
|
JPMCB Stable Value
|
|
|
2.02
|
%
|
JPMorgan SmartRetirement 2010-Instl
|
|
|
11.80
|
%
|
JPMorgan SmartRetirement 2015-Instl
|
|
|
13.85
|
%
|
JPMorgan SmartRetirement 2020-Instl
|
|
|
15.01
|
%
|
JPMorgan SmartRetirement 2030-Instl
|
|
|
16.54
|
%
|
JPMorgan SmartRetirement 2040-Instl
|
|
|
16.87
|
%
|
JPMorgan SmartRetirement Income-Instl
|
|
|
11.35
|
%
|
Lord Abbett Developing Growth-A
|
|
|
36.54
|
%
|
Oakmark Equity and Income-I
|
|
|
9.48
|
%
|
PIMCO Total Return-Adm
|
|
|
8.57
|
%
|
SSgA International Stock Index SL-II
|
|
|
7.66
|
%
|
SSgA S&P 500 Index SL-III
|
|
|
14.95
|
%
|
Templeton Foreign-A
|
|
|
8.49
|
%
|
Payments
upon Termination or Change in Control
Severance
Agreement Payments
We entered into a Severance Agreement in connection with the
appointment of Mr. St.Clair as Senior Vice President and
CFO of Buckeye GP, dated as of November 10, 2008, with BGH
and Services Company. We also entered into a Severance Agreement
in connection with the appointment of Mr. Smith as
President and Chief Operating Officer of Buckeye GP, dated as of
February 17, 2009, with BGH and Services Company. With the
exception of the severance multiplier, 100% (or one times base
salary) for Mr. St.Clair and 200% (or two times base
salary) for Mr. Smith, the material terms of their
respective Severance Agreements are identical.
Pursuant to the terms of the Severance Agreements, the
executives are entitled to severance payments following
(i) the termination of employment by Services Company
except if the termination is a result of (x) the continuous
illness, injury or incapacity for a period of six consecutive
months, or (y) Cause, or (ii) a voluntary
termination of employment by the executives upon (I) the
material failure of Services Company to comply with and satisfy
any of the terms of the Severance Agreement, (II) the
significant reduction by Services Company of the authority,
duties or responsibilities of the executives, (III) the
elimination of the
34
executives from eligibility to participate in, or the exclusion
of the executives from participation in, employee benefit plans
or policies, except to the extent such elimination or exclusion
is applicable to our named executive officers as a group,
(IV) the reduction in the executives annual base
compensation or the reduction in the annual target cash bonus
opportunity for which the executives are eligible (unless such
reduction in the executives annual target cash bonus
opportunity is made in connection with similar reductions in the
bonus opportunities of our named executive officers as a group),
or (V) the transfer of the executive, without his express
written consent, to a location that is more than 100 miles
from Houston, Texas (for Mr. St.Clair) or Breinigsville,
Pennsylvania (for Mr. Smith).
Upon a termination as set forth above, each executive would be
entitled to the following:
|
|
|
|
|
A lump-sum severance payment in the amount of (i) one times
annual base salary for Mr. St.Clair (two times annual base
salary for Mr. Smith), plus (ii) 100% of the annual
bonus opportunity for Mr. St.Clair (200% of the annual
bonus opportunity for Mr. Smith), for the applicable year.
|
|
|
|
Continued benefits under our medical and dental plans and
policies for a period of 12 months for Mr. St.Clair
(or 24 months for Mr. Smith). During the benefit
period, Services Company will pay the executives a monthly
payment equal to the COBRA cost of continued health and dental
coverage, less the amount that the executive would be required
to contribute for health and dental coverage if they were an
active employee.
|
|
|
|
An additional tax
gross-up
amount equal to the federal, state and local income and payroll
taxes, if any, that the executives incur on the benefit payment
and the
gross-up
payment. For the purposes of the
gross-up
payment, the aggregate tax rate for the federal, state and local
income and payroll taxes is assumed to be 25%. The
gross-up
payments will cease when the benefits payments cease.
|
For the purposes of the Severance Agreements, Cause
is defined as (i) habitual insobriety or substance abuse,
(ii) engaging in acts of disloyalty to Buckeye or BGH
including fraud, embezzlement, theft, commission of a felony, or
proven dishonesty, or (iii) willful misconduct of the
executive in the performance of his duties, or the willful
failure of the executive to perform a material function of his
duties pursuant to the terms of the Severance Agreement.
Severance
Pay Plan Payments
Messrs. Wylie, Malecky and Muslih do not have severance
agreements but are eligible for severance payments under the
Severance Pay Plan for Employees of Services Company. Subject to
certain limitations, upon an involuntary termination,
Messrs. Wylie, Malecky and Muslih would be entitled to
receive a lump-sum severance payment equal to eight weeks of
their base pay plus two weeks base pay for each year of
service over 4 years (the Severance Allowance).
In the case of an involuntary termination within two years of a
change in control (as defined in the plan), Messrs. Wylie,
Malecky and Muslih would be entitled to receive either
(i) one years base salary, plus the Severance
Allowance if they had completed 15 years or more of
service, or (ii) two times the Severance Allowance if they
had completed less than 15 years of service. The Merger did
not constitute a change in control under the Severance Pay Plan
for Employees of Services Company.
For the purposes of the severance pay plan, a change in
control will occur if any person (as such term is used in
sections 13(d) and 14(d) of the Exchange Act), except us or
our affiliates becomes the beneficial owner, or the holder of
proxies, in the aggregate of 80% or more of our LP Units then
outstanding.
ESOP and
Benefit Equalization Plan Payments
Upon termination of employment for any reason, each named
executive officer would become entitled to distributions of the
aggregate balances of his Benefits Equalization Plan account and
ESOP account. If such officers had been terminated as of
December 31, 2010, each of them would have been entitled to
receive the amounts set forth opposite his name in the
Aggregate Balance at Last Fiscal Year End column of
the 2010 Nonqualified Deferred Compensation Table
for his Benefits Equalization Plan balance. The ESOP and Benefit
Equalization Plan termination payments are not set forth in the
tables below.
35
Long-Term
Incentive Plan
Upon a termination of employment for (i) death,
(ii) disability, (iii) without cause during a change
in control period, or (iv) resignation for good reason
during a change in control period, each of our named executive
officers are entitled to accelerated vesting of all phantom
units, and performance units, based on a payout performance
multiplier of 100%. Upon a termination of employment for cause
or voluntary resignation, all unvested phantom units and
performance units will be forfeited. If a named executive
officer is terminated without cause, not during a change in
control period, or retires, all phantom units vest based on the
portion of the restriction period during which the named
executive officer was employed by us, and all performance units
will vest on a prorated portion based on the actual performance
results of the performance period during which the named
executive officer was employed by us.
A more detailed description of the LTIP, including the change in
control period, is contained in the narrative discussion
entitled Long-Term Incentive Plan following the
Grant of Plan-Based Awards Table and in the Compensation
Discussion and Analysis.
Payments
upon Termination or Change in Control Tables
The tables below reflect the compensation and benefits, if any,
due to each of the named executive officers upon a voluntary
termination, a termination for cause, an involuntary termination
other than for cause or resignation for good reason, both before
and after a change in control, a change in control, or a
termination due to death, disability or retirement. The amounts
shown assume that each termination of employment or the change
in control, as applicable, was effective as of December 31,
2010, and the fair market value of an LP Unit as of
December 31, 2010 was $66.83, which was the closing price
on December 31, 2010. The amounts shown in the table are
estimates of the amounts which would be paid upon termination of
employment or change in control, as applicable. The actual
amounts to be paid can only be determined at the time of the
actual termination of employment or change in control, as
applicable. The tables do not include amounts payable under the
ESOP or the Benefit Equalization Plan as such amounts are not
subject to forfeiture and are payable upon any termination of
employment.
The value of the accelerated vesting of unit options was
calculated by multiplying the number of unvested units subject
to each option by the difference between the fair market value
of an LP Unit as of December 31, 2010, and the per unit
exercise price of the option. The value of the accelerated
vesting and payment of phantom units was calculated by
multiplying the aggregate number of phantom units by the fair
market value of an LP Unit as of December 31, 2010, taking
into account months of service over the 36 month vesting
period as applicable for certain prorated payouts. The value of
the accelerated vesting and payment of performance units was
calculated by multiplying the aggregate number of performance
units by the fair market value of an LP Unit as of
December 31, 2010, taking into account months of service
over the 36 month
36
performance period based on a payout performance multiplier of
100%. More details concerning these values are set forth in the
footnotes below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Resignation
|
|
Resignation
|
|
|
|
Termination
|
|
|
|
|
|
|
Voluntary
|
|
Termination
|
|
for Good
|
|
for Good
|
|
|
|
Without
|
|
|
|
|
|
|
Resignation
|
|
Without Cause
|
|
Reason
|
|
Reason
|
|
|
|
Cause
|
|
Death,
|
|
|
|
|
or
|
|
Prior to
|
|
Before
|
|
After
|
|
Change
|
|
After
|
|
Disability
|
|
|
|
|
Termination
|
|
Change in
|
|
Change in
|
|
Change in
|
|
in
|
|
Change in
|
|
or
|
Name
|
|
Benefit
|
|
for Cause($)
|
|
Control($)
|
|
Control($)
|
|
Control($)
|
|
Control($)
|
|
Control($)
|
|
Retirement($)(11)
|
|
Forrest E. Wylie
|
|
Cash severance(1)
|
|
|
|
|
|
|
69,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
138,462
|
|
|
|
|
|
|
|
Option Acceleration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phantom Unit Acceleration(2)
|
|
|
|
|
|
|
406,995
|
|
|
|
|
|
|
|
1,110,247
|
|
|
|
|
|
|
|
1,110,247
|
|
|
|
1,110,247
|
|
|
|
Deferral Plan Phantom Unit Acceleration(3)
|
|
|
|
|
|
|
390,220
|
|
|
|
|
|
|
|
585,431
|
|
|
|
|
|
|
|
585,431
|
|
|
|
585,431
|
|
|
|
Performance Unit Acceleration(4)
|
|
|
|
|
|
|
952,060
|
|
|
|
|
|
|
|
2,370,058
|
|
|
|
|
|
|
|
2,370,058
|
|
|
|
2,370,058
|
|
|
|
Health Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Keith E. St. Clair
|
|
Cash severance(5)
|
|
|
|
|
|
|
670,000
|
|
|
|
670,000
|
|
|
|
670,000
|
|
|
|
|
|
|
|
670,000
|
|
|
|
|
|
|
|
Option Acceleration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phantom Unit Acceleration(2)
|
|
|
|
|
|
|
234,640
|
|
|
|
|
|
|
|
582,557
|
|
|
|
|
|
|
|
582,557
|
|
|
|
582,557
|
|
|
|
Deferral Plan Phantom Unit Acceleration(3)
|
|
|
|
|
|
|
166,407
|
|
|
|
|
|
|
|
249,677
|
|
|
|
|
|
|
|
249,677
|
|
|
|
249,677
|
|
|
|
Performance Unit Acceleration(4)
|
|
|
|
|
|
|
552,283
|
|
|
|
|
|
|
|
1,250,597
|
|
|
|
|
|
|
|
1,250,597
|
|
|
|
1,250,597
|
|
|
|
Health Benefits(6)
|
|
|
|
|
|
|
12,692
|
|
|
|
12,692
|
|
|
|
12,692
|
|
|
|
|
|
|
|
12,692
|
|
|
|
|
|
Clark C. Smith
|
|
Cash severance(7)
|
|
|
|
|
|
|
1,340,000
|
|
|
|
1,340,000
|
|
|
|
1,340,000
|
|
|
|
|
|
|
|
1,340,000
|
|
|
|
|
|
|
|
Option Acceleration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phantom Unit Acceleration(2)
|
|
|
|
|
|
|
271,397
|
|
|
|
|
|
|
|
696,034
|
|
|
|
|
|
|
|
696,034
|
|
|
|
696,034
|
|
|
|
Deferral Plan Phantom Unit Acceleration(3)
|
|
|
|
|
|
|
390,287
|
|
|
|
|
|
|
|
585,564
|
|
|
|
|
|
|
|
585,564
|
|
|
|
585,564
|
|
|
|
Performance Unit Acceleration(4)
|
|
|
|
|
|
|
637,491
|
|
|
|
|
|
|
|
1,491,142
|
|
|
|
|
|
|
|
1,491,142
|
|
|
|
1,491,142
|
|
|
|
Health Benefits(8)
|
|
|
|
|
|
|
25,385
|
|
|
|
25,385
|
|
|
|
25,385
|
|
|
|
|
|
|
|
25,385
|
|
|
|
|
|
Robert A. Malecky
|
|
Cash severance(9)
|
|
|
|
|
|
|
211,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
461,538
|
|
|
|
|
|
|
|
Option
Acceleration(10)
|
|
|
|
|
|
|
177,950
|
|
|
|
|
|
|
|
|
|
|
|
177,950
|
|
|
|
|
|
|
|
177,950
|
|
|
|
Phantom Unit Acceleration(2)
|
|
|
|
|
|
|
82,802
|
|
|
|
|
|
|
|
205,569
|
|
|
|
|
|
|
|
205,569
|
|
|
|
205,569
|
|
|
|
Deferral Plan Phantom Unit Acceleration(3)
|
|
|
|
|
|
|
285,230
|
|
|
|
|
|
|
|
427,979
|
|
|
|
|
|
|
|
427,979
|
|
|
|
427,979
|
|
|
|
Performance Unit Acceleration(4)
|
|
|
|
|
|
|
194,943
|
|
|
|
|
|
|
|
441,395
|
|
|
|
|
|
|
|
441,395
|
|
|
|
441,395
|
|
|
|
Health Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Khalid A. Muslih
|
|
Cash severance(1)
|
|
|
|
|
|
|
36,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,308
|
|
|
|
|
|
|
|
Option
Acceleration(10)
|
|
|
|
|
|
|
86,804
|
|
|
|
|
|
|
|
|
|
|
|
86,804
|
|
|
|
|
|
|
|
86,804
|
|
|
|
Phantom Unit Acceleration(2)
|
|
|
|
|
|
|
82,802
|
|
|
|
|
|
|
|
205,569
|
|
|
|
|
|
|
|
205,569
|
|
|
|
205,569
|
|
|
|
Deferral Plan Phantom Unit Acceleration(3)
|
|
|
|
|
|
|
263,210
|
|
|
|
|
|
|
|
395,099
|
|
|
|
|
|
|
|
395,099
|
|
|
|
395,099
|
|
|
|
Performance Unit Acceleration(4)
|
|
|
|
|
|
|
194,943
|
|
|
|
|
|
|
|
441,395
|
|
|
|
|
|
|
|
441,395
|
|
|
|
441,395
|
|
|
|
Health Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The cash severance payments to Messrs. Wylie and Muslih are
paid under the Severance Pay Plan for Employees of Services
Company. Mr. Wylie and Mr. Muslih are entitled to
receive a lump-sum severance payment equal to eight weeks of
their base pay for a termination without cause before a change
in control or sixteen weeks of their base pay for a termination
without cause after a change in control. |
|
(2) |
|
This amount represents the value of the accelerated vesting and
payment of all phantom units based on a price per LP Unit as of
December 31, 2010 of $66.83. In the event of resignation
for good reason after a change in control, termination without
cause after a change in control, or termination because of
retirement or disability, the named executive officer will be
entitled to full accelerated vesting of 100% of his outstanding
phantom units. In the event of termination without cause or due
to retirement, the named executive officer would not be entitled
to full accelerated vesting but instead would be entitled to a
prorated amount based on 318 days of service over the
1,096 day service period (318/1,096) for his 2010 phantom
unit grant and based on 610 days of service over a
1,096 day service period (610/1,096) for his 2009 phantom
unit grant. The 2010 Outstanding Equity Awards at Fiscal
Year-End Table provides information on each named
executive officers phantom unit holdings at
December 31, 2010. |
|
(3) |
|
This amount represents the value of the accelerated vesting and
payment of all phantom units granted under the Deferral Plan.
The amount is based on a price per LP Unit as of
December 31, 2010 of $66.83. In the event of resignation
for good reason after a change in control, termination without
cause after a change in control, or termination because of
disability or death, the named executive officer will be
entitled to full accelerated vesting of 100% of his outstanding
phantom units received pursuant to the Deferral Plan. In the
event of termination without cause, the named executive officer
would be entitled to full vesting of his deferral units received
pursuant to the Deferral Plan, but the named executive
officers matching units would not be entitled to full
accelerated vesting. Instead the matching units would be
entitled to a prorated vesting based on 365 days of service
over the 1,096 day service period (365/1,096). In |
37
|
|
|
|
|
the event of the named executive officers retirement prior
to the vesting of his phantom units granted under the Deferral
Plan, the named executive officer would forfeit all such phantom
units. The 2010 Outstanding Equity Awards at Fiscal
Year-End Table provides information on each named
executive officers phantom unit holdings at
December 31, 2010, including phantom units received
pursuant to the Deferral Plan. |
|
(4) |
|
This amount represents the value of the accelerated vesting and
payment of all performance units based on a price per LP Unit as
of December 31, 2010 of $66.83 and a distribution
equivalent right payout of $6.5625 per unit and $3.825 per unit
for 2009 and 2010 grants, respectively. In the event of
resignation for good reason after a change in control,
termination without cause after a change in control, or
termination because of disability or death, the named executive
officer will be entitled to full accelerated vesting of 100% of
his outstanding performance units and payment of DERs
accumulated up to the date of the accelerated vesting. The DER
amount included in the table for accelerated vesting on
December 31, 2010 is $6.5625 per performance unit granted
in 2009 and $3.6750 per performance unit granted in 2010. In the
event of termination without cause or due to retirement, the
named executive officer would not be entitled to full
accelerated vesting but instead would be entitled to a prorated
amount based on 365 days of service over the 1,096 day
service period (365/1,096) for his 2010 performance unit grant
and based on 730 days of service over a 1,095 day
service period (730/1,095) for his 2009 performance unit grant
and the vesting of these performance units would still be
subject to the Partnerships achievement of the
pre-established performance goals during the applicable
performance period. DERs also would be paid upon vesting
following the achievement of the performance goals, but, because
the distributions to be paid during the remainder of the
performance periods for the 2009 performance units (performance
period ending December 31, 2011) and the 2010
performance units (performance period ending December 31,
2012) is not determinable, the DERs payable are not
included in this calculation. The 2010 Outstanding Equity
Awards at Fiscal Year-End Table provides information on
each named executive officers performance unit holdings at
December 31, 2010. |
|
(5) |
|
Pursuant to the terms of his Severance Agreement,
Mr. St.Clair is entitled to one (1) times his annual
base salary, $335,000, plus the full amount of his annual target
cash bonus award, $335,000, for a total of $670,000 payable in a
lump sum. |
|
(6) |
|
This amount is equal to 12 months of continued health
benefits assuming a monthly cost of $1,057.70 as set forth in
Mr. St.Clairs Severance Agreement. Mr. St.Clair
is also entitled to an additional tax
gross-up
amount equal to the federal, state and local income and payroll
taxes, if any, that Mr. St.Clair incurs on the benefit
payment and the
gross-up
payment. The
tax-gross up
amount is not included in this calculation. |
|
(7) |
|
Pursuant to the terms of his Severance Agreement, Mr. Smith
is entitled to two (2) times his annual base salary,
$670,000, plus 200% of his annual target cash bonus award,
$670,000, for a total of $1,340,000 payable in a lump sum. |
|
(8) |
|
This amount is equal to 24 months of continued health
benefits assuming a monthly cost of $1,057.70 as set forth in
Mr. Smiths Severance Agreement. Mr. Smith is
also entitled to an additional tax
gross-up
amount equal to the federal, state and local income and payroll
taxes, if any, that Mr. Smith incurs on the benefit payment
and the
gross-up
payment. The
tax-gross up
amount is not included in this calculation. |
|
(9) |
|
The cash severance payments to Mr. Malecky are paid under
the Severance Pay Plan for Employees of Services Company.
Mr. Malecky would be entitled to receive a lump-sum
severance payment equal to 44 weeks of his base pay for a
termination without cause before a change in control or one year
and 44 weeks of his base pay for a termination without
cause after a change in control. |
|
(10) |
|
This amount represents the value of unvested unit options to
purchase an aggregate of 5,000 LP Units for both Mr. Muslih
and Mr. Malecky based on a price per LP Unit as of
December 31, 2010 of $66.83. |
|
(11) |
|
The amounts in this column do not represent the value of the
accelerated vesting and payment of phantom units, Deferral Plan
phantom units, or performance units upon retirement. See the
footnotes above with respect to the phantom units, Deferral Plan
phantom units, and performance units for an explanation of the
treatment of such awards in the event of the holders
retirement. |
38
Director
Compensation
2010 Director
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
Fees Earned or
|
|
Unit Awards
|
|
Compensation
|
|
|
Name
|
|
Paid in Cash($)
|
|
($)(1)
|
|
($)(2)
|
|
Total($)
|
|
Irvin K. Culpepper(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John F. Erhard
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael B. Goldberg
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. Scott Hobbs
|
|
|
146,250
|
|
|
|
110,140
|
|
|
|
10,463
|
|
|
|
266,853
|
|
Joseph A. LaSala, Jr.(4)
|
|
|
3,750
|
|
|
|
|
|
|
|
1,950
|
|
|
|
5,700
|
|
Frank J. Loverro(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark C. McKinley
|
|
|
131,250
|
|
|
|
110,140
|
|
|
|
10,463
|
|
|
|
251,853
|
|
Oliver Rick G. Richard, III
|
|
|
140,000
|
|
|
|
110,140
|
|
|
|
10,463
|
|
|
|
260,603
|
|
Frank S. Sowinski(4)
|
|
|
2,500
|
|
|
|
|
|
|
|
1,950
|
|
|
|
4,450
|
|
Robb E. Turner(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martin A. White(4)
|
|
|
2,500
|
|
|
|
|
|
|
|
1,950
|
|
|
|
4,450
|
|
|
|
|
(1) |
|
Represents grant date fair value of grants of 2,000 phantom unit
awards to each independent director of Buckeye GP on
January 4, 2010. The grant date fair value of phantom unit
awards is based on a target payout of such awards (computed in
accordance with FASB ASC Topic 718), using the average of the
high and low trading prices for our LP Units on the date of
grant ($55.07). For a discussion of the valuations of phantom
units, please see the discussion in Note 18 in the Notes to
Consolidated Financial Statements of Buckeyes Annual
Report on
Form 10-K/A
for the fiscal year ended December 31, 2010. As of
December 31, 2010, Messrs. Hobbs, LaSala, McKinley,
Richard, Sowinski and White each held 2,000 phantom units.
Messrs. LaSala, Sowinski and White received their phantom
units as compensation for their acting as directors of
BGHs general partner. |
|
(2) |
|
Amounts represent the distribution equivalents paid during 2010
on unvested phantom unit awards granted under the LTIP. Amounts
for Messrs. LaSala, Sowinski and White represent
distribution equivalents paid between November 19, 2010
(the date of the Merger) and December 31, 2010 on unvested
phantom unit awards granted under the LTIP because they received
their phantom units as compensation for their acting as
directors of BGHs general partner. |
|
(3) |
|
In connection with completion of the Merger, effective
November 19, 2010, resigned from our general partners
board of directors. |
|
(4) |
|
In connection with completion of the Merger, effective
November 19, 2010, joined our general partners board
of directors. |
In 2010, directors of Buckeye GP received an annual fee in cash
of $50,000 plus $1,250 for each board of directors and committee
meeting attended. Each director also received a grant under the
LTIP of 2,000 phantom units which vested on the first
anniversary date of the date of grant, or January 4, 2011.
Additionally, the Chairman of the audit committee and the
Chairman of the compensation committee each received an annual
fee of $10,000. In connection with our board of directors
delegation to the audit committee of authority to negotiate and
approve the Merger, the audit committee chair received an
additional one-time fee of $25,000 and the other members of the
audit committee received an additional one-time fee of $20,000
in 2010. For 2011, the Chairman of the nominating and corporate
governance committee and the Chairman of the environment, health
and safety committee each will receive an annual fee of $10,000.
Neither Mr. Wylie, nor any of the non-independent members
of the board of directors, receive any fees for services as a
director. Directors fees paid by our general partner in
2010 to its directors were $426,250. We reimbursed our general
partner for the directors fees.
39
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 8, 2011 the
number of our LP Units beneficially owned by: (1) each
person who is known to us to beneficially own more than 5% of
our LP Units; (2) the current directors and the nominees of
our general partners board of directors; (3) the
named executive officers of our general partner; and
(4) all current directors and executive officers of our
general partner as a group. We obtained certain information in
the table from filings made with the SEC.
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Percentage of
|
Name(1)
|
|
LP Units(2)
|
|
LP Units
|
|
Forrest E. Wylie
|
|
|
234,066
|
|
|
|
*
|
|
C. Scott Hobbs
|
|
|
15,000
|
|
|
|
*
|
|
Joseph A. LaSala, Jr.
|
|
|
5,000
|
|
|
|
*
|
|
Mark C. McKinley
|
|
|
9,000
|
|
|
|
*
|
|
Oliver G. Richard, III
|
|
|
5,750
|
|
|
|
*
|
|
Frank S. Sowinski
|
|
|
16,210
|
|
|
|
*
|
|
Martin A. White
|
|
|
5,000
|
|
|
|
*
|
|
Robert A. Malecky
|
|
|
102,959
|
(3)
|
|
|
*
|
|
Khalid A. Muslih
|
|
|
64,846
|
(4)
|
|
|
*
|
|
Clark C. Smith
|
|
|
35,921
|
(5)
|
|
|
*
|
|
Keith E. St.Clair
|
|
|
32,921
|
|
|
|
*
|
|
All directors and officers as a group
|
|
|
559,792
|
(6)
|
|
|
*
|
|
|
|
|
* |
|
represents less than 1% |
|
(1) |
|
The contact address for our directors and executive officers is
One Greenway Plaza, Suite 600, Houston, Texas 77046. |
|
(2) |
|
Unless otherwise indicated, the persons named above have sole
voting and investment power over the LP Units reported. |
|
(3) |
|
Mr. Malecky shares investment and voting power over 29,350
LP Units with his wife. Amount includes 15,700 LP Units issuable
upon exercise of outstanding options. |
|
(4) |
|
Amount includes 5,000 LP Units issuable upon exercise of
outstanding options. |
|
(5) |
|
Mr. Smith shares investment and voting power over 3,000 LP
Units with his wife. |
|
(6) |
|
Amount includes 28,700 LP Units issuable upon exercise of
outstanding options. |
SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS
The following table sets forth information as of
December 31, 2010 with respect to compensation plans under
which our equity securities are authorized for issuance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
|
|
(a)
|
|
|
|
Number of LP Units
|
|
|
Number of LP Units
|
|
(b)
|
|
Remaining Available for
|
|
|
to be Issued Upon
|
|
Weighted Average
|
|
Future Issuance Under
|
|
|
Exercise of
|
|
Exercise Price of
|
|
Equity Compensation Plans
|
|
|
Outstanding LP Unit
|
|
Outstanding LP Unit
|
|
(Excluding Securities
|
Plan Category
|
|
Options and Rights
|
|
Options and Rights
|
|
Reflected in Column (a))
|
|
Equity compensation plans approved by Unitholders:(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
LTIP(2)
|
|
|
364,913
|
|
|
|
|
|
|
|
1,115,926
|
|
Option Plan
|
|
|
241,800
|
|
|
$
|
47.04
|
|
|
|
333,000
|
|
Equity compensation plans not approved by Unitholders
|
|
|
|
|
|
|
|
|
|
|
|
|
Total for equity compensation plans
|
|
|
606,713
|
|
|
$
|
47.04
|
|
|
|
1,448,926
|
|
40
|
|
|
(1) |
|
See Note 18 in the Notes to Consolidated Financial
Statements included in Buckeyes Annual Report on
Form 10-K/A
for the fiscal year ended December 31, 2010 for further
information about these plans |
|
(2) |
|
The 364,913 represents 169,817 phantom units and 195,096
performance units issued under the LTIP. See Note 18 in the
Notes to Consolidated Financial Statements included in
Buckeyes Annual Report on
Form 10-K/A
for the fiscal year ended December 31, 2010 and
Compensation of Executive Officers and Directors
above for further information about these awards. These awards
are not taken into account in the calculation of the
weighted-average exercise price of outstanding options and
rights under the LTIP. |
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS
AND CERTAIN CONTROL PERSONS
Transactions
with Related Persons
On November 19, 2010, we consummated the Merger with BGH
and issued approximately 20 million of our LP Units to the
holders of BGHs common units and management units. Based
on the closing sales price of our LP Units on November 19,
2010 of $66.78 per LP Unit, the market value of all LP Units
issued in the Merger was approximately $1,332 million.
Certain of our current and former directors and executive
officers owned BGH common units and management units and
received LP Units in the Merger. Specifically, Mr. Sowinski
owned 8,100 BGH units and received 5,710 LP Units (worth
approximately $540,000 based on the closing price on
November 19, 2010), Mr. Malecky owned 45,000 BGH units
and received 31,725 LP Units (worth approximately
$3 million based on such closing price) and
Mr. Schmidt owned 1,000 BGH units jointly with his wife and
received 705 LP Units (worth approximately $67,000 based on such
closing price). In addition, certain of our current and former
directors and all of our executive officers owned common units
and value units in BGH GP, which owned approximately 62% of the
BGH units and received approximately 12.3 million of our LP
Units (worth approximately $854 million based on the
closing price on November 19, 2010). All of our
directors or executive officers equity interests in
BGH GP were less than ten percent.
Prior to the Merger, Buckeye GP received incentive distributions
from us pursuant to our partnership agreement and incentive
compensation agreement. Incentive distributions were based on
the level of quarterly cash distributions paid per LP Unit.
Incentive distribution payments totaled $51.0 million
during the year ended December 31, 2010. In addition, prior
to the Merger, Buckeye GPs approximate 0.5% general
partner interest in us entitled it to receive approximately 0.5%
of the cash we distributed to our partners each quarter other
than incentive distribution payments. Such cash distributions
totaled $932,971 during the year ended December 31, 2010.
Our general partner manages us and our operating subsidiaries
that are limited partnerships pursuant to our partnership
agreement, the several Amended and Restated Agreements of
Limited Partnership of those operating subsidiaries and the
several Management Agreements between an affiliate of our
general partner and those operating subsidiaries. Under these
agreements, and the limited liability company agreements of our
operating subsidiaries that are limited liability companies, our
general partner and certain related parties are entitled to
reimbursement of all direct and indirect costs and expenses
related to managing us and our operating subsidiaries, except,
with respect to periods prior to the Merger, as otherwise
provided by the Exchange Agreement (as discussed below). We
reimbursed our general partner and its affiliates for a total of
$783,135 of costs and expenses prior to the Merger. In
connection with the Merger, our general partner became our
wholly-owned subsidiary, such that any further reimbursement of
expenses incurred by our general partner will constitute a
transaction with our wholly-owned subsidiary.
Prior to the Merger, BGH was obligated under an exchange
agreement to pay us a fixed annual payment of $3.6 million,
as compensation for our reimbursing our general partner for
certain executive compensation costs that previously the general
partner was not entitled to be reimbursed for. In connection
with the Merger, the exchange agreement was terminated. In
addition, in prior years we had reimbursed our general partner
for payment of a senior administrative charge that
it paid to MainLine Management pursuant to a management
41
agreement between the two entities. The senior administrative
charge was waived indefinitely on April 1, 2009 and the
management agreement was terminated in connection with the
Merger.
Policies
Regarding Related Party Transactions
Except for compensation that we pay, the material portions of
which are described in this proxy statement, our general policy
is to avoid transactions between us and our directors and
officers or holders of 5% or more of our LP Units (including
members of their families) and that any such transactions that
are not avoided should be resolved pursuant to the conflicts of
interest resolution provisions in our partnership agreement. In
furtherance of this policy, we have adopted Corporate Governance
Guidelines, a Code of Ethics for Directors, Executive Officers
and Senior Financial Employees and a Business Code of Conduct
for all employees, which generally require the reporting to
management of transactions or opportunities that constitute
conflicts of interest so that they may be avoided. These
guidelines and codes, along with a copy of our partnership
agreement, are in writing and are available on our website at
www.buckeye.com by browsing to the Corporate
Governance subsection of the Investor Center
menu.
Pursuant to our Corporate Governance Guidelines and our
partnership agreement, any transaction between us and our
officers and directors or holders of 5% of more of our LP Units
that is not avoided must be fair and reasonable to us. Any
resolution or course of action will be deemed to be fair and
reasonable to us if it is approved by our audit committee (as
long as the material facts known to the officers and directors
of our general partner regarding any proposed transaction were
disclosed to the audit committee at the time of its approval),
if it is on terms objectively demonstrable to be no less
favorable to us than those generally being provided to or
available from unrelated third parties, or fair to us, taking
into account the totality of the relationships among the parties
involved, including other transactions that may be particularly
favorable or advantageous to us.
The Merger was approved by our audit committee, which determined
that the Merger was fair and reasonable to us and in our best
interest. The terms of the exchange agreement and management
agreement had been approved by our audit committee in prior
years. The termination of these agreements was approved by our
audit committee as part of the approval of the Merger. The
payments to Buckeye GP in respect of the incentive compensation
agreement and approximately 0.5% general partner interest were
specified in our partnership agreement, and thus not a
transaction covered by our Corporate Governance Guidelines.
SECTION 16(A)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires the directors and executive officers of our general
partner and persons who beneficially own more than 10% of our LP
Units to file ownership and changes in ownership reports with
the SEC and the NYSE. The SEC regulations also require that a
copy of all these filed Section 16(a) forms must be
furnished to us by the directors and executive officers of our
general partner and persons beneficially owning more than 10% of
our LP Units. Based solely on a review of Forms 3, 4 and 5
furnished to us and written representations from certain persons
that no other reports were required for those persons, we
believe that for 2010, all officers and directors, and persons
beneficially owning more than 10% of our LP Units, who were
required to file reports under Section 16(a) complied with
such requirements.
|
|
ITEM 2
|
PROPOSAL TO
RATIFY INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
|
The audit committee has appointed Deloitte as Buckeyes
independent registered public accountants for fiscal year 2011.
Deloitte has served as Buckeyes independent registered
public accountants since 1986.
Representatives of Deloitte will be available to answer
appropriate questions at the Annual Meeting and are free to make
statements during the meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
UNITHOLDERS VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF DELOITTE AS BUCKEYES INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2011.
42
|
|
ITEM 3
|
ADVISORY
VOTE ON EXECUTIVE COMPENSATION
|
We are asking unitholders to cast an advisory vote on the
compensation of our named executive officers disclosed in the
Executive Compensation section of this Proxy Statement. Although
this vote is non-binding, Buckeye values the opinions of
unitholders and will consider the outcome of the vote when
making future compensation decisions.
We believe that Buckeyes executive compensation programs
effectively align the interests of our executive officers with
those of our unitholders by tying a significant portion of their
compensation to Buckeyes performance and by providing a
competitive level of compensation needed to recruit, retain and
motivate talented executives critical to our long-term success.
|
|
|
|
|
2010 cash incentive awards were tied to the
Partnerships results. Our named executive
officers 2010 cash awards under the AIC Plan were based on
business and individual performance under the plan. For 2010,
the named executive officers annual incentive awards were
paid out, on average, above target. These payouts reflect our
compensation committees determination that the 2010 AIC
Plan financial target was achieved, the named executive
officers high individual performance ratings and, with
respect to the named executive officers with commercial roles,
their instrumental roles in 2010 mergers and acquisitions and
business development transactions.
|
|
|
|
Equity-based compensation is a significant element of
executive compensation. Our named executive
officers target total compensation includes long-term
equity incentive awards, consisting of phantom and performance
units. Phantom units help retain executives critical to our
long-term success with their three year vesting but also have a
performance-based component because they deliver meaningful
value to executives if Buckeye delivers sustained, long-term
unit price growth for our unitholders. The payout for
performance units depends upon Buckeyes performance
against pre-established three-year distributable cash flow per
LP Unit targets, aligning the awards with unitholder value.
|
|
|
|
We minimize cash compensation not tied to
performance. Buckeye does not guarantee bonuses
or long-term equity incentive awards. Base salary for our named
executive officers is in the
50th
percentile range of salaries of executives in the peer group to
enable us to emphasize our
pay-for-performance
philosophy and award executives through annual cash incentive
compensation and long-term equity incentive awards. In addition,
Buckeye offers limited perquisites to our executives.
|
THE BOARD OF DIRECTORS OF OUR GENERAL PARTNER UNANIMOUSLY
RECOMMENDS THAT UNITHOLDERS VOTE FOR, IN A
NON-BINDING VOTE, THE COMPENSATION OF BUCKEYES NAMED
EXECUTIVE OFFICERS AS DISCLOSED PURSUANT TO ITEM 402 OF
REGULATION S-K
ON PAGES 22 TO 40 IN THE PROXY STATEMENT FOR THE 2011 ANNUAL
MEETING OF UNITHOLDERS.
|
|
ITEM 4
|
ADVISORY
VOTE ON THE FREQUENCY OF THE SHAREHOLDER ADVISORY VOTE ON
EXECUTIVE COMPENSATION
|
We are asking unitholders to recommend, in a non-binding vote,
whether the advisory unitholder vote on the compensation of our
named executive officers should occur every one, two or three
years. Although this vote is non-binding, Buckeye values the
opinions of unitholders and will consider the outcome of the
vote when considering the frequency of future advisory
unitholder votes on executive compensation.
We believe a three-year frequency for the advisory shareholder
vote on executive compensation is most consistent with the
objectives of our executive compensation programs.
|
|
|
|
|
We believe the best way for unitholders to evaluate
Buckeyes performance is over a three-year period because
our executive compensation programs are designed to motivate and
reward sustainable long-term performance. A three-year time
horizon will provide unitholders with a long-term view of
whether our executive compensation programs are achieving their
objectives. In addition, because the Summary Compensation Table
provides three years of compensation history, unitholders can
compare compensation and performance trends since the last
unitholder advisory vote.
|
43
|
|
|
|
|
We continuously evaluate our executive compensation programs and
make prudent changes when necessary to ensure alignment with
unitholder interests. A triennial vote will provide the
compensation committee sufficient time to thoughtfully consider
unitholder views, implement prudent changes and evaluate the
success of those changes.
|
|
|
|
Executive compensation is set by our compensation committee
composed entirely of independent directors. This ensures that
executive compensation continues to align appropriately with
long-term unitholder interests and Buckeyes performance in
years no unitholder advisory vote is presented.
|
THE BOARD OF DIRECTORS OF OUR GENERAL PARTNER UNANIMOUSLY
RECOMMENDS THAT UNITHOLDERS VOTE THREE YEARS WITH
RESPECT TO HOW FREQUENTLY A NON-BINDING UNITHOLDER VOTE ON THE
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS SHOULD OCCUR.
UNITHOLDER
PROPOSALS FOR 2012
ANNUAL MEETING OF LIMITED PARTNERS
Any unitholder entitled to vote at our 2012 annual meeting of
limited partners can nominate persons for election to the board
of directors of our general partner at the annual meeting by
complying with the procedures set forth in our partnership
agreement. The ability to nominate persons for election to our
general partners board of directors is limited by the NYSE
listing requirements regarding the independence and experience
of directors of our general partners board or committees
thereof.
In order to nominate persons to our general partners board
of directors at the 2012 annual meeting, written notice must be
delivered to our general partner at One Greenway Plaza,
Suite 600, Houston, Texas, 77046 no later than the close of
business on March 9, 2012, nor earlier than the close of
business on February 7, 2012. The written notice must
include: (1) as to each person whom the unitholder proposes
to nominate for election or reelection as a director of our
general partner all information relating to such nominee that is
required to be disclosed in solicitations of proxies for the
election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934 (including such persons
written consent to being named in the proxy statement as a
nominee and to serving as a director of our general partner if
elected); and (2) as to the unitholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination
is made: (i) the name and address of such unitholder and
any beneficial owner; and (ii) the number of LP Units that
are owned beneficially and of record by the unitholder and any
beneficial owner; (iii) a description of any agreement,
arrangement or understanding with respect to the nomination
between or among the unitholder and such beneficial owner, any
of their respective affiliates or associates, and any others
acting in concert with any of the foregoing, (iv) a
description of any agreement, arrangement or understanding
(including any derivative or short positions, profit interests,
options, warrants, stock appreciation or similar rights, hedging
transactions, and borrowed or loaned LP Units) that has been
entered into as of the date of the unitholders notice by
the unitholder any and such beneficial owners, the effect or
intent of which is to mitigate loss to, manage risk or benefit
of LP Unit price changes for, or increase or decrease the voting
power of, such unitholder and any such beneficial owner, with
respect to LP Units, (v) a representation that the
unitholder is a record holder entitled to vote at the meeting
and intends to appear in person or by proxy at the meeting to
propose such nomination, and (vi) a representation whether
the unitholder or the beneficial owner, if any, intends or is
part of a group which intends (a) to deliver a proxy
statement
and/or form
of proxy to holders of at least the percentage of the
Partnerships LP Units required to elect the nominee
and/or
(b) otherwise to solicit proxies from unitholders in
support of such nomination. Any proposed nominee could be
required to furnish such other information as the Partnership
may reasonably require to determine the eligibility of such
proposed nominee to serve as a director.
Any limited partner who wishes to submit a proposal for
inclusion in the proxy materials for our 2012 annual meeting
must submit such proposal by the dates referred to above or it
will be considered untimely. SEC rules set forth standards as to
what proposals are required to be included in a proxy statement
for a meeting. In no event are limited partners allowed to vote
on matters that would cause the limited partners to be deemed to
take part in the management and control of our business and
affairs so as to jeopardize the
44
limited partners limited liability under the Delaware
limited partnership act or the law of any other state in which
we are qualified to do business.
WHERE YOU
CAN FIND MORE INFORMATION ABOUT US
We file annual, quarterly and current reports and proxy
statements with the SEC. Our SEC filings are available to the
public over the internet at the SECs website at
www.sec.gov. You may also read and copy any document that
we file with the SEC at the SECs public reference room at
100 F. Street, N.E., Room 1580, Washington, D.C.
20549. You can call the SEC at 1-202-551-8090 for further
information on the public reference room and its copy charges.
We maintain a website at www.buckeye.com, where we make
our SEC filings available.
You may request a copy of the audit and compensation committee
charters and Corporate Governance Guidelines of our general
partners board of directors and our code of ethics for
Directors, Executive Officers and Senior Financial Employees,
Business Code of Conduct, annual report or SEC filings without
charge, or directions to our annual meeting by calling, emailing
or writing to us at the following address:
Investor Relations Department
Buckeye Partners, L.P.
One Greenway Plaza
Suite 600
Houston, Texas 77046
Toll-free phone:
(800) 422-2825
irelations@buckeye.com
If you would like to request documents from us, please do so at
least 10 business days before the date of the annual meeting in
order to receive timely delivery of the documents before the
annual meeting.
You should rely only on the information contained in this proxy
statement to vote your units at the annual meeting. We have not
authorized anyone to provide you with information that is
different from what is contained in this proxy statement.
The information contained in this document is applicable as of
the date indicated on the cover of this document unless the
information specifically indicates that another date applies.
45
|
|
|
|
|
|
|
|
|
|
|
|
|
BUCKEYE PARTNERS, L.P.
|
|
|
|
|
|
![(BAR CODE)](h81427dh8142708.gif) |
![(BAR CODE)](h81427dh8142709.gif) |
|
|
|
|
Electronic Voting Instructions
You can vote by Internet or telephone!
Available 24 hours a day, 7 days a
week!
Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.
VALIDATION
DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by
11:59 p.m. Eastern Time, on June 6, 2011.
|
|
|
|
|
|
|
|
|
|
|
|
Vote by
Internet · Log
on to the Internet and go to www.envisionreports.com/BPL · Follow the steps outlined on the secured
website. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vote by
telephone · Call toll free 1-800-652-VOTE (8683) within the USA,
US territories & Canada any time on a touch tone telephone. There is No CHARGE to you for the call.
|
|
|
|
|
|
|
|
|
|
|
|
Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas.
|
x |
|
|
|
|
|
· Follow the instructions provided by the recorded message. |
|
|
|
|
Annual Meeting of Unitholders of Buckeye Partners, L.P. |
|
|
▼
IF YOU HAVE NOT VOTED VIA THE INTERNET
OR TELEPHONE,
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
▼
|
|
|
|
|
|
|
|
|
|
|
|
|
The Board of Directors of the General Partner of Buckeye Partners, L.P. recommends a vote FOR all the nominees listed, FOR the
ratification of Deloitte & Touche LLP, FOR approval of the advisory resolution on executive compensation and for conducting future
advisory votes on executive compensation every 3 YEARS. |
|
+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
A Election of Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
For Against Abstain
|
|
|
|
For Against Abstain
|
|
|
|
For Against Abstain |
|
|
01 - Forrest E. Wylie
|
|
o o o |
|
02 - Joseph A. LaSala, Jr.
|
|
o o o |
|
03 - Martin A. White
|
|
o o o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B Proposals
|
|
|
|
For |
|
Against |
|
Abstain |
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
Ratification of Deloitte & Touche LLP |
|
|
|
o
|
|
o
|
|
o |
|
3. Advisory Resolution on Executive Compensation
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 Yrs |
|
2 Yrs |
|
1 Yr |
|
Abstain |
|
|
|
|
|
|
|
|
|
|
|
4. |
|
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation |
|
o |
|
o |
|
o |
|
o |
This Proxy is revocable and, when properly executed, will be voted in the manner directed
herein by the undersigned unitholder. If any other matters properly come before the meeting, the
persons named in this proxy will vote in their discretion. If no direction is made, the Proxy will
be voted as the Board of Directors recommends.
|
|
|
C Non-Voting
Items |
|
|
Change of Address
Please print new address below.
|
|
|
|
|
|
|
D |
Authorized
Signatures
This section must be completed for your vote to be counted.
Date and Sign Below
|
Please sign exactly as name appears hereon. Jointly owned units will be voted as directed if one
owner signs unless another owner instructs the contrary, in which case the units will not be voted.
If signing in a representative capacity, please indicate title and authority.
|
|
|
|
|
Date (mm/dd/yyyy) Please print date below.
|
|
Signature 1 Please keep signature within the box.
|
|
Signature 2 Please keep signature within the box. |
|
/ / |
|
|
|
|
Proxy for Holders of Buckeye Partners, L.P. Limited Partnership Units
Dear Unitholder:
Your vote is important and we encourage you to submit your proxy electronically via the Internet or
by telephone, both of which are available 24 hours a day, 7 days a week.
|
|
|
To submit your proxy electronically via the Internet, go to the website:
www.envisionreports.com/BPL and follow the prompts. You must use the control number printed in the
box on the reverse side of this card. |
|
|
|
|
To submit your proxy by telephone, you need to use a touch-tone telephone and use the
control number printed in the box on the reverse side of this card. |
Also, if you need technical
assistance in voting, please call Computershare Trust Company, N.A. toll free at 800-519-3111.
Unitholders calling from outside the U.S. and Canada can call collect at 781-575-2879.
Your vote is important. Thank you for voting.
Proxy card must be signed and dated on the reverse side.
THE BOARD OF DIRECTORS OF THE GENERAL PARTNER OF BUCKEYE PARTNERS, L.P. RECOMMENDS A VOTE FOR ALL
THE NOMINEES LISTED, FOR THE RATIFICATION OF DELOITTE & TOUCHE LLP, FOR APPROVAL OF THE
ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION AND FOR CONDUCTING FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION EVERY 3 YEARS.
6 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 6
Proxy BUCKEYE PARTNERS, L.P.
ONE GREENWAY PLAZA, SUITE 600
HOUSTON, TEXAS 77046
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BUCKEYE GP LLC
The undersigned unitholder(s) of Buckeye Partners, L.P. (Partners), having duly received the
Notice of the Annual Meeting of Partners and Proxy Statement dated April 25, 2011, hereby
appoint(s) William H. Schmidt, Jr. and Todd J. Russo each or any of them, with full power of
substitution and revocation, as proxies to represent the undersigned and to vote, as designated,
and otherwise act in such proxyholders sole discretion as to any other matter properly raised in
respect of all limited partnership units of Partners which the undersigned may be entitled to vote
at the Annual Meeting of Unitholders of Partners to be held on June 7, 2011, at 9:00 a.m. local
time at the Four Seasons Hotel, 1300 Lamar Street, Houston, Texas 77010, and at any and all
adjournments or postponements thereof, with all the rights and powers the undersigned would possess
if personally present. Proxies are instructed to vote as specified on the reverse side or in such
proxyholders sole discretion as to any other matter that may properly come before the Annual
Meeting.
THIS PROXY IS CONTINUED ON THE OTHER SIDE
PLEASE SIGN, DATE AND MAIL THIS PROXY IN THE ENCLOSED ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE U.S.