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
February 11, 2010
(DATE
OF EARLIEST EVENT
REPORTED) February
5, 2010
BOARDWALK
PIPELINE PARTNERS, LP
(Exact
name of registrant as specified in its charter)
|
Delaware
|
01-32665
|
20-3265614
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
9
Greenway Plaza, Suite 2800
Houston,
Texas 77046
(Address
of principal executive office)
(866)
99-2122
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 9e-4(c) under the Exchange Act (17 CFR
240.9e-4(c))
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e)
The Board of Directors of Boardwalk GP,
LLC, which Boardwalk Pipeline Partners, LP (the “Registrant” or “Boardwalk”)
refers to as its Board of Directors (the “Board”), has approved a new Short-Term
Incentive Plan (the “Plan”), which covers all exempt employees, including the
Named Executive Officers (as described in the Registrant’s annual report on Form
10-K and determined based on the most recently completed fiscal year), and is
effective for 2010. The Plan allows for the annual cash payment of
short-term incentive awards, based partly on the performance of the Registrant
in relation to the Partnership Performance Goals set forth at the beginning of
each year and partly on the performance of each individual
employee.
The Partnership Performance Goals for
2010 are as follows:
|
Goals
|
|
Operational
|
Operate
without a significant safety incident and provide reliable firm
transportation and storage service.
|
|
Financial
|
Deliver
strong financial performance as measured by key financial metrics
including distributable cash, return on investment and
EBITDA.
|
|
Capital
Projects
|
Successfully
complete capital projects in a timely and cost effective
manner.
|
|
Asset
Utilization
|
Utilize
Boardwalk’s assets to improve operating efficiencies and maximize growth
opportunities.
|
|
Contracts
|
Successfully
renegotiate or remarket existing contracts that are
terminating.
|
|
Growth
|
Pursue
growth projects, while managing risk, allowing for the long-term stable
growth of distributions to our
investors.
|
For the Named Executive Officers, 50%
of any award for a Plan year would be determined based on the performance of the
Registrant in relation to the Partnership Performance Goals and 50% would be
determined based on individual performance. At the end of each year,
the Board will determine the amount of any awards based on performance in each
of these areas, with the payment of any incentive awards made no later than
March 15 of the subsequent year. Awards under the Plan can range from
zero to 200% of the target amount to be set by the Board for each Named
Executive Officer.
Under the terms of the Plan, an award
for a Plan year would be forfeited if an employee’s employment terminates prior
to December 31 for any reason other than death, disability or retirement, as
defined in the Plan. In the event of death, disability or retirement
during a Plan year, any awards earned under the Plan for that year would be pro
rated based on the number of days the employee was employed for that year prior
to the employment termination date. The Board retains discretion with
regard to granting any short-term incentive awards, as well as the
amount of any such awards granted to each of the Named Executive
Officers.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
BOARDWALK
PIPELINE PARTNERS, LP
By: BOARDWALK
GP, LP,
its
general partner
By: BOARDWALK
GP, LLC,
its
general partner
By: /s/ Jamie L.
Buskill
Jamie L. Buskill
Dated:
February 11, 2010