Form 8-K dated December 21, 2007
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 21, 2007 (December 18,
2007)
GENESIS
ENERGY, L.P.
(Exact
name of registrant as specified in its charter)
|
Delaware
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1-12295
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76-0513049
|
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
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|
500
Dallas, Suite 2500, Houston, Texas
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77002
|
|
(Address
of principal executive offices)
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(Zip
Code)
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(713)
860-2500
(Registrant's
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
___
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
___
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240-14a-12)
___
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240-14d-2(b))
___
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240-13e-4(c)
Item
1.01. Entry into a Material Definitive Agreement
At
a
special meeting (the “Special Meeting”) of the unitholders of Genesis Energy,
L.P. (the “Partnership”) on December 18, 2007, the Partnership’s unitholders
approved the Genesis Energy, Inc. 2007 Long Term Incentive Plan (the “2007
LTIP”), which provides for awards of Phantom Units and Distribution Equivalent
Rights to non-employee directors and employees of Genesis Energy, Inc., our
general partner. Phantom Units are notional units representing unfunded and
unsecured promises to deliver a Partnership common unit to the participant
should specified vesting requirements be met. Distribution Equivalent Rights
are
rights to receive an amount of cash equal to all or a portion of the cash
distributions made by the Partnership during a specified period. The 2007 LTIP
will be administered by the Compensation Committee of the board of directors
of
our general partner (the “Board”). Subject to adjustment as provided in the 2007
LTIP, awards with respect to up to an aggregate of 1,000,000 units may be
granted under the 2007 LTIP.
The
Compensation Committee (at its discretion) will designate participants in the
2007 LTIP, determine the types of awards to grant to participants, determine
the
number of units to be covered by any award, and determine the conditions and
terms of any award including vesting, settlement and forfeiture conditions.
The
2007 LTIP may be amended or terminated at any time by the Board or the
Compensation Committee; however, any material amendment, such as a material
increase in the number of units available under the 2007 LTIP or a change in
the
types of awards available under the 2007 LTIP, will also require the approval
of
our unitholders. The Compensation Committee is also authorized to make
adjustments in the terms and conditions of and the criteria included in awards
under the plan in specified circumstances. The 2007 LTIP is effective until
December 18, 2017 or, if earlier, the time which all available units under
the
2007 LTIP have been delivered to participants or the time of termination of
the
plan by the Board or the Compensation Committee.
The
summary of the 2007 LTIP in this report does not purport to be complete and
is
qualified by reference to the previously reported information regarding the
2007
LTIP contained in the Proxy Statement for the Special Meeting, which the
Partnership filed on November 7, 2007, and to the copy of the plan agreement
and
form of award agreements attached hereto as Exhibits 10.1, 10.2 and
10.3.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
| 10.1 |
Genesis
Energy, Inc. 2007 Long Term Incentive
Plan.
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| 10.2 |
Form
of 2007 Phantom Unit Grant Agreement (3-Year
Graded).
|
| 10.3 |
Form
of 2007 Phantom Unit Grant Agreement (3-Year
Cliff).
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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GENESIS
ENERGY, L.P.
(A
Delaware Limited Partnership)
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By:
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GENESIS
ENERGY, INC., as General Partner
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Date:
December 21, 2007
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By:
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Ross
A. Benavides
Chief
Financial Officer
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