Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 7, 2018, the Board of Directors (the “Board”) of Targa Resources Corp. (the “Company”) increased the size of the Board from ten members to eleven members and appointed Ms. Beth A. Bowman to the Board to fill the newly created position. Ms. Bowman was designated as a Class II Director, with a term expiring at the Company’s 2021 annual meeting of stockholders. The Board also appointed Ms. Bowman to the Risk Management Committee of the Board. In addition to her service on the Company’s Board, Ms. Bowman also serves on the board of directors of the general partner of Targa Resources Partners LP, all of the outstanding common units representing limited partner interests of which are owned by the Company.
There are no understandings or arrangements between Ms. Bowman and any other person pursuant to which Ms. Bowman was selected to serve as a director of the Company. There are no relationships between Ms. Bowman and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of RegulationS-K.
As anon-employee director, Ms. Bowman will receive compensation in accordance with the Company’s policies for compensatingnon-employee directors, including awards under the Amended and Restated Targa Resources Corp. 2010 Stock Incentive Plan, as amended (the “Plan”), as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “Commission”) on March 29, 2018. On September 7, 2018, the Compensation Committee granted Ms. Bowman an award under the Plan of 771 shares of restricted stock (the “Restricted Stock Award”). The terms of the Restricted Stock Award are generally in accordance with the Form of Restricted Stock Agreement for Directors filed with the Commission on February 16, 2018 as Exhibit 10.13 to the Company’s Annual Report on Form10-K. The Restricted Stock Award will become vested on September 7, 2019 contingent on Ms. Bowman’s continued service on the Board through such date.
In addition, on September 7, 2018, the Company entered into an indemnification agreement with Ms. Bowman (such agreement, the “Indemnification Agreement”). The Indemnification Agreement requires the Company to indemnify Ms. Bowman to the fullest extent permitted under Delaware law against liability that may arise by reason of her service to the Company, and to advance expenses incurred as a result of any proceeding against her as to which she could be indemnified. The description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
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