Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Robert B. Evans, age 75, a member of the Board of Directors (the “Board”) of Targa Resources Corp. (the “Company”) retired as a director of the Company, effective February 26, 2024. Mr. Evans has served as a director of the Company since March 1, 2016. There are no disagreements between Mr. Evans and the Company on any matter relating to the Company’s operations, policies or practices. Mr. Evans was a member of the Board’s Audit Committee and Compensation Committee.
On February 26, 2024, the Board appointed Mr. Robert Keith Teague to serve on the Board to fill the vacancy resulting from the resignation of Mr. Evans. Mr. Teague was designated as a Class I Director, with a term expiring at the Company’s 2026 annual meeting of stockholders. Mr. Teague was also appointed as a member of the Board’s Audit Committee and Compensation Committee, effective February 27, 2024.
There are no understandings or arrangements between Mr. Teague and any other person pursuant to which Mr. Teague was selected to serve as a director of the Company. There are no relationships between Mr. Teague 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, Mr. Teague 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 his appointment to the Board, the Compensation Committee expects to grant Mr. Teague an award under the Plan of 1,947 shares of restricted stock (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. The Expected Restricted Stock Award is expected to vest on February 26, 2025, contingent on Mr. Teague’s continued service on the Board through such date.
In addition, on February 26, 2024, the Company entered into an indemnification agreement with Mr. Teague (such agreement, the “Indemnification Agreement”). The Indemnification Agreement requires the Company to indemnify Mr. Teague to the fullest extent permitted under Delaware law against liability that may arise by reason of his service to the Company, and to advance expenses incurred as a result of any proceeding against him as to which he 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.
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