UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2011
CVR PARTNERS, LP
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-35120 | | 56-2677689 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
2277 Plaza Drive, Suite 500
Sugar Land, Texas 77479
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including area code: (281) 207-3200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)Compensatory Arrangements of Certain Officers
On December 20, 2011, CVR Partners, LP (the “Partnership”) and two of its named executive officers, Byron R. Kelley and Randal T. Maffett, entered into amendments to the Phantom Unit Agreements outstanding with such officers. The amendments, in each case, provide for accelerated vesting of the awards in the event the executive is terminated by the Partnership, a subsidiary or parent without cause at any time on or following the date the executive reaches age 60.
In connection with the above-described amendments, the Partnership amended the form of Phantom Unit Agreement utilized for awards to named executive officers to incorporate the same provision. The new form of Phantom Unit Agreement is attached as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Form of Phantom Unit Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 23, 2011
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| CVR PARTNERS, LP |
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| By: | | CVR GP, LLC, its general partner |
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| By: | | /s/ EDMUND S. GROSS |
| | Edmund S. Gross, |
| | Senior Vice President, General Counsel and |
| | Secretary |
