UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 11, 2024, the Board appointed Ms. Caron A. Lawhorn to serve on the Board. Ms. Lawhorn was designated as a Class III Director, with a term expiring at the Company’s 2025 annual meeting of stockholders. Ms. Lawhorn was also appointed as a member of the Board’s Audit Committee, effective March 11, 2024.
There are no understandings or arrangements between Ms. Lawhorn and any other person pursuant to which Ms. Lawhorn was selected to serve as a director of the Company. There are no relationships between Ms. Lawhorn and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.
As a non-employee director, Ms. Lawhorn will receive compensation in accordance with the Company’s policies for compensating non-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 30, 2023. In connection with her appointment to the Board, the Compensation Committee expects to grant Ms. Lawhorn a pro-rated restricted stock award under the Plan consistent with the annual equity award grants provided to all other non-employee directors of the Board (the “Expected Restricted Stock Award”). The terms of the Expected Restricted Stock Award will be generally in accordance with the Form of Restricted Stock Agreement for Directors, a copy of which was filed with the Commission on February 16, 2018, as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and is incorporated herein by reference. The description of the Expected Restricted Stock Award does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Restricted Stock Agreement for Directors.
In addition, on March 11, 2024, the Company entered into an indemnification agreement with Ms. Lawhorn (such agreement, the “Indemnification Agreement”). The Indemnification Agreement requires the Company to indemnify Ms. Lawhorn 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 form of Indemnification Agreement, a copy of which was filed with the Commission as Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A filed November 8, 2010, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| * | Previously Filed |
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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.
| TARGA RESOURCES CORP. | ||||||
| Dated: March 14, 2024 | By: | /s/ Jennifer R. Kneale | ||||
| Jennifer R. Kneale | ||||||
| Chief Financial Officer | ||||||
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