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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Magellan Midstream Partners LP | NYSE:MMP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 69.00 | 0 | 01:00:00 |
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
¨
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
Important Notice Regarding the Availability of Proxy Materials
for the Unitholder Meeting to Be Held on April 20, 2017
|
In addition to delivering paper copies of these proxy materials to you by mail, this notice together with the accompanying proxy statement, form of proxy and 2016 annual report are available at www.magellanlp.com.
|
•
|
by delivering, before or at the annual meeting, a new proxy with a later date;
|
•
|
by delivering, on or before the business day prior to the annual meeting, a notice of revocation to the Secretary of our general partner at the address set forth in the notice of the annual meeting;
|
•
|
by attending the annual meeting in person and voting, although your attendance at the annual meeting, without actually voting, will not by itself revoke a previously granted proxy; or
|
•
|
if you have instructed a broker to vote your units, you must follow the directions received from your broker to change those instructions.
|
Important Notice Regarding the Availability of Proxy Materials
for the Unitholder Meeting to Be Held on April 20, 2017
|
This proxy statement together with a form of proxy and our 2016 annual report to
unitholders are available at
www.magellanlp.com
.
|
•
|
Reviews all non-audit services and engagements provided by EY specifically with regard to the impact on the firm’s independence;
|
•
|
Conducts an annual assessment of EY’s service quality and working relationship with our management;
|
•
|
Conducts regular private meetings separately with each of EY and our management; and
|
•
|
At least annually obtains and reviews a report from EY describing all relationships between the independent auditor and our Partnership.
|
•
|
A director will not be considered independent if the director is, or has been within the last three years, our employee, or if an immediate family member of a director is, or has been within the last three years, an executive officer of us; provided, however, that employment as an interim Chairman or CEO or other executive officer will not disqualify a director from being considered independent following that employment.
|
•
|
A director who has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from us, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), will not be considered independent; provided, however, that the following need not be considered in determining independence under this test: (i) compensation received by a director for former service as an interim Chairman or CEO or other executive officer and (ii) compensation received by an immediate family member of a director for service as our employee (other than an executive officer).
|
•
|
A director will not be considered independent if: (i) the director or an immediate family member is a current partner of a firm that is our internal or external auditor; (ii) the director is a current employee of such a firm; (iii) the director has an immediate family member who is a current employee of such a firm and personally works on our audit; or (iv) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on our audit within that time.
|
•
|
A director or immediate family member who is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company’s compensation committee will not be considered independent.
|
•
|
A director who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, us or our general partner for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1.0 million, or 2% of such other company’s consolidated gross revenues, will not be considered independent; provided, however, that charitable organizations will not be considered "companies" for purposes of this test.
|
Director
|
|
Audit Committee
|
|
Compensation Committee
|
|
Nominating and Governance Committee
|
Walter R. Arnheim
|
|
Chair
|
|
|
|
ü
|
Robert G. Croyle
|
|
|
|
ü
|
|
Chair
|
Lori A. Gobillot
|
|
|
|
ü
|
|
ü
|
Edward J. Guay
|
|
ü
|
|
|
|
ü
|
Stacy P. Methvin
|
|
ü
|
|
|
|
ü
|
James R. Montague
|
|
|
|
Chair
|
|
ü
|
Barry R. Pearl
|
|
ü
|
|
|
|
ü
|
•
|
reviewed and discussed with management and EY the audited financial statements for the year ended December 31, 2016, and management's assessment of the effectiveness of the Partnership's internal control over financial reporting;
|
•
|
reviewed with EY matters required to be discussed pursuant to auditing standards adopted by the Public Company Accounting Oversight Board ("PCAOB");
|
•
|
discussed various matters with EY related to the Partnership's consolidated financial statements, including critical accounting policies and practices used, and other material written communications between EY and management;
|
•
|
received written disclosures and the letter from EY required by PCAOB Rule 3526, "Communication with Audit Committees Concerning Independence," and has discussed with EY its independence from the Partnership and its management; and
|
•
|
received written material addressing EY's internal quality control procedures and other matters, as required by the NYSE listing standards.
|
NEO
|
|
Title
|
Michael N. Mears
|
|
CEO and President
|
Aaron L. Milford
|
|
SVP and CFO
|
Douglas J. May
|
|
SVP, General Counsel and Compliance and Ethics Officer
|
Lisa J. Korner
|
|
SVP, Human Resources and Administration
|
Jeff R. Selvidge
|
|
SVP, Commercial - Refined Products
|
2016 CEO Compensation
|
|||||||||||
Cash Compensation
|
Equity Compensation
|
||||||||||
$
|
675,000
|
|
$
|
675,000
|
|
$
|
1,755,000
|
|
$
|
438,750
|
|
Annual Salary 19%
|
Annual Incentive 19%
|
Long-Term Performance-Based Award 50%
|
Long-Term Time-Based Award 12%
|
•
|
In addition to being market competitive, we believe that rewards should be competitive with our peer group and based on the performance of our Partnership and the individual executive.
|
•
|
We do not maintain formal employment agreements with our executive officers, thus base salaries and the receipt of awards under the LTIP and AIP are determined according to the compensation philosophy and review processes instituted by our compensation committee.
|
•
|
Our compensation programs are designed to drive performance that creates long-term value for our unitholders.
|
•
|
Each year our compensation committee establishes both short-term financial and operational goals used as the performance metrics for the AIP and a long-term financial goal used as the performance metric for the LTIP.
|
•
|
Our compensation committee exercises its judgment and discretion when reviewing our Partnership's performance compared to pre-determined financial and operational performance metrics and individual performance.
|
•
|
Our compensation committee assesses the risk for how we reward our NEOs and the review supports our belief that our compensation program structures are not likely to result in a material adverse impact to the financial success of our organization.
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
||||||
Magellan Midstream Partners, L.P.
|
$
|
100
|
|
$
|
131
|
|
$
|
200
|
|
$
|
270
|
|
$
|
231
|
|
$
|
270
|
|
Alerian MLP Index
|
$
|
100
|
|
$
|
105
|
|
$
|
134
|
|
$
|
140
|
|
$
|
94
|
|
$
|
112
|
|
S&P 500
|
$
|
100
|
|
$
|
116
|
|
$
|
154
|
|
$
|
175
|
|
$
|
177
|
|
$
|
198
|
|
•
|
Providing advice on executive compensation matters related to our business strategy, historical compensation philosophy, prevailing market practices and unitholders' interests;
|
•
|
Providing advice on relevant regulatory mandates regarding executive compensation;
|
•
|
Providing advice on our compensation peer group for competitive benchmarking;
|
•
|
Providing advice on competitive market data on independent director compensation;
|
•
|
Reviewing the Compensation Discussion & Analysis disclosures;
|
•
|
Working with our management team as required from time to time to discuss executive compensation issues and prepare for our compensation committee meetings; and
|
•
|
Providing advice as to the appropriate level of compensation relative to achievement of established performance metrics and goals in our incentive compensation plans.
|
NEO
|
|
February 2016 Base
Salary After Increase
|
|
Percentage of Salary Increase
|
Michael N. Mears, CEO
|
|
$675,000
|
|
12.5%
|
Aaron L. Milford, CFO
|
|
$300,000
|
|
15.4%
|
Douglas J. May
|
|
$375,000
|
|
10.3%
|
Lisa J. Korner
|
|
$345,000
|
|
4.5%
|
Jeff R. Selvidge
|
|
$316,000
|
|
3.3%
|
NEO
|
|
2016 Base Salary (a)
|
|
Performance-Based Award
|
|
Time-Based Award
|
|||||||||||||||
|
|
LTIP Target (b)
|
|
Target Award Value (a * b)
|
|
Units
|
|
LTIP Target (c)
|
|
Target Award Value (a * c)
|
|
Units Awarded
(1)
|
|||||||||
Michael N. Mears, CEO
|
|
$
|
675,000
|
|
|
260%
|
|
$
|
1,755,000
|
|
|
25,561
|
|
65%
|
|
$
|
438,750
|
|
|
6,391
|
|
Aaron L. Milford, CFO
|
|
$
|
300,000
|
|
|
200%
|
|
$
|
600,000
|
|
|
8,739
|
|
|
50%
|
|
$
|
150,000
|
|
|
2,185
|
Douglas J. May
|
|
$
|
375,000
|
|
|
150%
|
|
$
|
562,500
|
|
|
8,193
|
|
|
50%
|
|
$
|
187,500
|
|
|
2,731
|
Lisa J. Korner
|
|
$
|
345,000
|
|
|
150%
|
|
$
|
517,500
|
|
|
7,538
|
|
|
50%
|
|
$
|
172,500
|
|
|
2,513
|
Jeff R. Selvidge
|
|
$
|
316,000
|
|
|
150%
|
|
$
|
474,000
|
|
|
6,904
|
|
|
50%
|
|
$
|
158,000
|
|
|
2,302
|
________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
(1) The closing price of our limited partner units on January 4, 2016 ($68.66) was used to calculate the number of phantom units awarded to each of our NEOs in 2016.
|
Performance Metric
|
|
Threshold 50% Payout
|
|
Target 100% Payout
|
|
Stretch 200% Payout
|
2018 DCF
excluding commodity-related activities
(per limited partner unit outstanding)
|
|
$3.51
|
|
$3.90
|
|
$4.48
|
Compound Annual Growth Rate over 2015 actual performance
|
|
2.3%
|
|
6.0%
|
|
11.0%
|
Performance Metric Results
|
|
TUR Adjustment Range
|
|
Final Performance Metric Range
|
Above Threshold but Below Target Results
|
|
+/- 20%
|
|
50% - 120% Payout
|
At or Above Target but Below Stretch Results
|
|
+/- 30%
|
|
70% - 230% Payout
|
Stretch Results
|
|
+/- 50%
|
|
150% - 250% Payout
|
Performance Metric
|
|
Threshold 50% Payout
|
|
Target 100% Payout
|
|
Stretch 200% Payout
|
|
Result
|
|
Calculated
Payout
Percentage
|
2016 DCF
excluding commodity-related activities
(per limited partner unit outstanding)
|
|
$2.40
|
|
$2.69
|
|
$3.50
|
|
$3.38
|
|
185.2%
|
Compound Annual Growth Rate over 2013 actual performance
|
|
2.6%
|
|
6.6%
|
|
16.4%
|
|
15.0%
|
|
|
NEO
|
|
2016 AIP Target
|
Michael N. Mears, CEO
|
|
100.0%
|
Aaron L. Milford, CFO
|
|
80.0%
|
Douglas J. May
|
|
70.0%
|
Lisa J. Korner
|
|
70.0%
|
Jeff R. Selvidge
|
|
70.0%
|
•
|
EBITDA less Maintenance Capital — 65% Weight — This metric focused attention on the ultimate means by which our operations provide a return to our partners; specifically, generating DCF from our core business. The attainment of target for this particular metric ensured that we generated sufficient cash flow to maintain or increase the distributions we paid to our unitholders.
|
•
|
Commodity-Related Activities — 10% Weight — Commodity margins reflect the contribution our commodity related activities have to the generation of distributable cash, but also recognize that most employees cannot directly impact the performance of these activities and market price changes can significantly influence results.
|
•
|
Operational Performance — 15% Weight — This discretionary portion of the payout focused attention on the health and safety of employees and on environmental stewardship. Payout under this metric is zero if a fatality occurs related to activities under our control.
|
•
|
OSHA Incident Rate ("IR") — 5% Weight — This metric focused specific attention on a key quantitative measure of the health and safety of our employees. Payout under this metric is zero if a fatality occurs related to activities under our control.
|
•
|
Environmental — Human Error Releases — 5% Weight — This quantitative metric measures the number of releases of one barrel or more due to human error related to activities under our control. Payout under this metric is zero if a fatality occurs as a result of a release (regardless of human error).
|
•
|
Position Elimination - Benefits payable to the NEO are two weeks of base salary pay for every completed year of service with a minimum of six weeks of base salary and a maximum of fifty-two weeks of base salary. The NEO will also receive subsidized COBRA benefits for the first three months following termination; and
|
•
|
Change-in-Control - As defined in the plan, to receive severance pay benefits due to a change-in-control, the NEO must resign voluntarily for good reason or be terminated involuntarily for other than performance reasons within two years following a change-in-control. Benefits payable to the CEO are three times the sum of annual base salary and target AIP amount and benefits payable to all other NEOs are two times the
|
|
|
Multiple of Base Salary Required to be Held in Our Units
|
Chief Executive Officer
|
|
5 times Base Salary
|
All Other Executive Officers
|
|
3 times Base Salary
|
Independent Directors
|
|
3 times Annual Equity Retainer
|
Name and Principal Position
|
|
Year
|
|
Salary
|
|
Unit
Awards
(1)
|
|
Non-Equity
Incentive
Program
Compensation
|
|
Change in Pension Value
(2)
|
|
All Other Compensation
(3)
|
|
Total
|
||||||||||||
Michael N. Mears, CEO and President
|
|
2016
|
|
$
|
666,346
|
|
|
$
|
2,198,294
|
|
|
$
|
694,999
|
|
|
$
|
55,051
|
|
|
$
|
30,410
|
|
|
$
|
3,645,100
|
|
|
|
2015
|
|
$
|
595,385
|
|
|
$
|
2,020,978
|
|
|
$
|
954,997
|
|
|
$
|
21,648
|
|
|
$
|
30,071
|
|
|
$
|
3,623,079
|
|
|
|
2014
|
|
$
|
557,115
|
|
|
$
|
1,932,599
|
|
|
$
|
998,908
|
|
|
$
|
128,274
|
|
|
$
|
29,485
|
|
|
$
|
3,646,381
|
|
Aaron L. Milford, SVP and CFO
|
|
2016
|
|
$
|
295,385
|
|
|
$
|
751,570
|
|
|
$
|
246,469
|
|
|
$
|
36,325
|
|
|
$
|
15,900
|
|
|
$
|
1,345,649
|
|
|
|
2015
|
|
$
|
237,074
|
|
|
$
|
476,003
|
|
|
$
|
248,694
|
|
|
$
|
11,301
|
|
|
$
|
15,900
|
|
|
$
|
988,972
|
|
Douglas J. May, SVP, General Counsel and Compliance and Ethics Officer
|
|
2016
|
|
$
|
370,962
|
|
|
$
|
748,103
|
|
|
$
|
270,839
|
|
|
$
|
26,220
|
|
|
$
|
15,900
|
|
|
$
|
1,432,024
|
|
|
|
2015
|
|
$
|
338,269
|
|
|
$
|
702,278
|
|
|
$
|
379,809
|
|
|
$
|
15,011
|
|
|
$
|
15,900
|
|
|
$
|
1,451,267
|
|
|
|
2014
|
|
$
|
321,538
|
|
|
$
|
560,768
|
|
|
$
|
403,563
|
|
|
$
|
46,443
|
|
|
$
|
15,600
|
|
|
$
|
1,347,912
|
|
Lisa J. Korner, SVP, Human Resources and Administration
|
|
2016
|
|
$
|
343,269
|
|
|
$
|
688,316
|
|
|
$
|
250,621
|
|
|
$
|
72,717
|
|
|
$
|
15,900
|
|
|
$
|
1,370,823
|
|
|
|
2015
|
|
$
|
328,154
|
|
|
$
|
681,628
|
|
|
$
|
368,451
|
|
|
$
|
27,821
|
|
|
$
|
15,900
|
|
|
$
|
1,421,954
|
|
|
|
2014
|
|
$
|
310,654
|
|
|
$
|
541,779
|
|
|
$
|
389,902
|
|
|
$
|
189,104
|
|
|
$
|
15,600
|
|
|
$
|
1,447,039
|
|
Jeff R. Selvidge, SVP, Commercial - Refined Products
|
|
2016
|
|
$
|
314,846
|
|
|
$
|
630,447
|
|
|
$
|
229,869
|
|
|
$
|
62,038
|
|
|
$
|
15,900
|
|
|
$
|
1,253,100
|
|
(1)
|
The amounts reported in the Unit Awards column reflect the grant date fair value of phantom units in the years indicated as calculated in accordance with FASB ASC Topic 718 reflecting the probable outcome of any performance conditions. If the awards are ultimately earned at the maximum level, the value of the award at the time of grant would be as set forth in the table below. For a discussion of the assumptions made in the valuation, see Note 15 -
Long Term Incentive Plan
to the Consolidated Financial Statements for 2016 in the Form 10-K filed with the SEC. The actual value an executive officer may realize from an award of phantom units is contingent upon the satisfaction of the vesting conditions of the award and the closing price of our limited partner units at the end of the vesting period.
|
|
|
Maximum Grant Date Value
|
||||||||||
NEO
|
|
2014 LTIP Award
|
|
2015 LTIP Award
|
|
2016 LTIP Award
|
||||||
Michael N. Mears, CEO
|
|
$
|
3,865,197
|
|
|
$
|
3,659,824
|
|
|
$
|
3,989,353
|
|
Aaron L. Milford, CFO
|
|
$
|
—
|
|
|
$
|
873,833
|
|
|
$
|
1,363,912
|
|
Douglas J. May
|
|
$
|
1,121,537
|
|
|
$
|
1,238,058
|
|
|
$
|
1,322,186
|
|
Lisa J. Korner
|
|
$
|
1,083,557
|
|
|
$
|
1,201,655
|
|
|
$
|
1,216,504
|
|
Jeff R. Selvidge
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,114,210
|
|
(2)
|
This column represents the change in pension value for our NEOs' accumulated benefit. For more details regarding these amounts, see the narrative to the "2016 Pension Benefits" table in this proxy statement.
|
(3)
|
All Other Compensation includes Magellan 401(k) Plan matching contributions and perquisites. All Other Compensation details are as follows:
|
NEO
|
|
Grant Date
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
|
|
Estimated Future Payouts
Under
Equity Incentive Plan Awards
|
|
Grant Date
Fair Value of Performance-Based Equity
Incentive Plan
Awards
(2)
|
|
All Other Unit Awards: Number of Units
|
|
Grant Date Fair Value of Time-Based Equity Incentive Plan Awards
(3)
|
||||||||||||||
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(# Units)
|
|
Target
(1)
(# Units)
|
|
Maximum
(# Units)
|
|
||||||||||||||
Michael N. Mears, CEO
|
|
02/01/2016
|
|
$
|
333,173
|
|
|
$
|
666,346
|
|
|
$
|
1,332,692
|
|
|
12,781
|
|
25,561
|
|
63,903
|
|
$1,791,059
|
|
6,391
|
|
$407,235
|
Aaron L. Milford, CFO
|
|
02/01/2016
|
|
$
|
118,154
|
|
|
$
|
236,308
|
|
|
$
|
472,615
|
|
|
4,370
|
|
8,739
|
|
21,848
|
|
$612,342
|
|
2,185
|
|
$139,228
|
Douglas J. May
|
|
02/01/2016
|
|
$
|
129,837
|
|
|
$
|
259,673
|
|
|
$
|
519,346
|
|
|
4,097
|
|
8,193
|
|
20,483
|
|
$574,084
|
|
2,731
|
|
$174,019
|
Lisa J. Korner
|
|
02/01/2016
|
|
$
|
120,144
|
|
|
$
|
240,288
|
|
|
$
|
480,577
|
|
|
3,769
|
|
7,538
|
|
18,845
|
|
$528,188
|
|
2,513
|
|
$160,128
|
Jeff R. Selvidge
|
|
02/01/2016
|
|
$
|
110,196
|
|
|
$
|
220,392
|
|
|
$
|
440,785
|
|
|
3,452
|
|
6,904
|
|
17,260
|
|
$483,763
|
|
2,302
|
|
$146,683
|
________
|
||||||||||||||||||||||||||
(1) For the awards granted to all NEOs on February 1, 2016, target level payout is 100% of the total units awarded with a 200% payout for stretch performance. The awards also include the potential for up to an additional 50% payout based upon TUR adjustment as described in the above section entitled "Compensation Discussion and Analysis."
|
||||||||||||||||||||||||||
(2) The fair value of the 2016 performance-based phantom unit awards granted February 1, 2016 was $70.07 per unit. The fair value of the performance-based awards was based on the closing price of our limited partner units on the date of grant plus an adjustment for the fair value of the market component of the award reflecting the probable outcome of the applicable performance conditions.
|
||||||||||||||||||||||||||
(3) The fair value of the 2016 time-based phantom unit awards granted February 1, 2016 was $63.72 per unit. The fair value of the time-based awards was based on the closing price of our limited partner units on the date of grant.
|
|
|
|
|
Equity Time-Based Awards
|
|
Equity Performance-Based Awards
|
||||||||
NEO
|
|
Equity Award Vesting Date
|
|
Number of Time-Based Units That Have Not Vested (#)
|
|
Market Value of Time-Based Units That Have Not Vested
(1)
($)
|
|
Number of Unearned Performance-Based Units That Have Not Vested (#)
|
|
Market Value of Unearned Performance-Based Units That Have Not Vested
(1)(2)
($)
|
||||
Michael N. Mears, CEO:
|
|
|
|
|
|
|
|
|
|
|
||||
2015 award
|
|
12/31/2017
|
|
4,604
|
|
$
|
373,377
|
|
|
18,414
|
|
$
|
1,493,348
|
|
2016 award
|
|
12/31/2018
|
|
6,391
|
|
$
|
499,073
|
|
|
25,561
|
|
$
|
998,068
|
|
Total
|
|
|
|
10,995
|
|
$
|
872,450
|
|
|
43,975
|
|
$
|
2,491,416
|
|
Aaron L. Milford, CFO:
|
|
|
|
|
|
|
|
|
|
|
||||
2015 award
|
|
12/31/2017
|
|
—
|
|
$
|
—
|
|
|
1,771
|
|
$
|
143,625
|
|
2015 award (June)
|
|
12/31/2017
|
|
1,022
|
|
$
|
82,146
|
|
|
2,912
|
|
$
|
234,059
|
|
2016 award
|
|
12/31/2018
|
|
2,185
|
|
$
|
170,627
|
|
|
8,739
|
|
$
|
341,253
|
|
Total
|
|
|
|
3,207
|
|
$
|
252,773
|
|
|
13,422
|
|
$
|
718,937
|
|
Douglas J. May:
|
|
|
|
|
|
|
|
|
|
|
||||
2015 award
|
|
12/31/2017
|
|
2,006
|
|
$
|
162,684
|
|
|
6,020
|
|
$
|
488,213
|
|
2016 award
|
|
12/31/2018
|
|
2,731
|
|
$
|
213,264
|
|
|
8,193
|
|
$
|
319,935
|
|
Total
|
|
|
|
4,737
|
|
$
|
375,948
|
|
|
14,213
|
|
$
|
808,148
|
|
Lisa J. Korner:
|
|
|
|
|
|
|
|
|
|
|
|
|||
2015 award
|
|
12/31/2017
|
|
1,947
|
|
$
|
157,899
|
|
|
5,843
|
|
$
|
473,859
|
|
2016 award
|
|
12/31/2018
|
|
2,513
|
|
$
|
196,240
|
|
|
7,538
|
|
$
|
294,321
|
|
Total
|
|
|
|
4,460
|
|
$
|
354,139
|
|
|
13,381
|
|
$
|
768,180
|
|
Jeff R. Selvidge:
|
|
|
|
|
|
|
|
|
|
|
||||
2015 award
|
|
12/31/2017
|
|
1,806
|
|
$
|
146,464
|
|
|
5,418
|
|
$
|
439,392
|
|
2016 award
|
|
12/31/2018
|
|
2,302
|
|
$
|
179,763
|
|
|
6,904
|
|
$
|
269,567
|
|
Total
|
|
|
|
4,108
|
|
$
|
326,227
|
|
|
12,322
|
|
$
|
708,959
|
|
(1)
|
Represents the market value of the phantom units based on the closing price per unit of our common units of $75.63
on December 31, 2016, plus the distribution equivalents earned through December 31, 2016. Phantom unit awards are typically issued in February unless otherwise above noted. The table below provides the distribution equivalents earned for each outstanding equity award:
|
Award
|
Distribution Equivalent
|
February 2015
|
$5.4685
|
June 2015
|
$4.7475
|
February 2016
|
$2.4600
|
(2)
|
Our Partnership's actual 2016 DCF per unit, excluding commodity related activities, was
between threshold and target for the 2015 performance-based awards. If December 31, 2016 was the end of the vesting period for this unit award, the TUR performance metric related to the 2015 award would have resulted in an
additional 5% payout. Therefore, the market value of the payout amounts included in this column assumes a target payout and an additional 5% TUR adjustment. For the 2016 award, the Partnership's DCF per unit, excluding commodity related activities, was below threshold.
If December 31, 2016 was the end of the vesting period for this unit award, the TUR performance metric would have resulted in an additional 2% payout.
Therefore, the market value of the payout amounts included in this column assumes a threshold payout for the 2016 performance-based award and an additional 2% TUR adjustment.
|
|
|
Performance-Based Awards
|
|
Time-Based Award
|
|
|
||||||||||||||||||
NEO
|
|
Number of Units
Acquired on
Vesting
|
|
Unit Value Realized
on Vesting ($75.63 per unit) (a)
|
|
Distribution Equivalents Realized on Vesting
(1)
(b)
|
|
Number of Units Vested
|
|
Unit Value Realized
on Vesting ($75.63 per unit) (c)
|
|
Distribution Equivalents Realized on Vesting
(1)
(d)
|
|
Total Value Realized
on Vesting (a)+(b)+(c)+(d)
|
||||||||||
Michael N. Mears, CEO
|
|
58,257
|
|
$
|
4,405,977
|
|
|
$
|
470,717
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,876,694
|
|
Aaron L. Milford, CFO
|
|
4,322
|
|
$
|
326,873
|
|
|
$
|
34,612
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
361,485
|
|
Douglas J. May
|
|
16,904
|
|
$
|
1,278,450
|
|
|
$
|
136,584
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,415,034
|
|
Lisa J. Korner
|
|
16,332
|
|
$
|
1,235,189
|
|
|
$
|
131,963
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,367,152
|
|
Jeff R. Selvidge
|
|
15,344
|
|
$
|
1,160,467
|
|
|
$
|
123,980
|
|
|
1,828
|
|
$
|
138,252
|
|
|
$
|
13,651
|
|
|
$
|
1,436,350
|
|
________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(1) Distribution equivalent rights related to the 2014 LTIP awards were $8.08/unit and $7.4675/unit for awards issued in February 2014 and June 2014, respectively.
|
Name
|
|
Plan Name
|
|
Number of Years of Credited Service
|
|
Present Value of Accumulated Benefit
|
||
Michael N. Mears, CEO
|
|
Magellan Pension Plan
|
|
31
|
|
$
|
416,220
|
|
Aaron L. Milford, CFO
|
|
Magellan Pension Plan
|
|
21
|
|
$
|
238,881
|
|
Douglas J. May
|
|
Magellan Pension Plan
|
|
6
|
|
$
|
129,864
|
|
Lisa J. Korner
|
|
Magellan Pension Plan
|
|
27
|
|
$
|
559,019
|
|
Jeff R. Selvidge
|
|
Magellan Pension Plan
|
|
26
|
|
$
|
478,107
|
|
Separation or Termination Event
|
|
AIP
|
|
LTIP
|
|
Severance Benefits
|
|
Subsidized COBRA Benefits
|
|
Total
|
||||||||||
Michael N. Mears, CEO
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Voluntary Termination
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Normal or Early Retirement
(1)
|
|
$
|
694,999
|
|
|
$
|
6,618,619
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,313,618
|
|
Involuntary Not for Cause Termination
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
675,000
|
|
|
$
|
4,368
|
|
|
$
|
679,368
|
|
For Cause Termination
(2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
CIC and Involuntary/Good Reason Termination
(3)
|
|
$
|
—
|
|
|
$
|
14,472,699
|
|
|
$
|
4,050,000
|
|
|
$
|
17,473
|
|
|
$
|
18,540,172
|
|
Death or Disability
(4)
|
|
$
|
694,999
|
|
|
$
|
6,618,619
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,313,618
|
|
Aaron L. Milford, CFO
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Voluntary Termination
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Normal or Early Retirement
(1)
|
|
$
|
246,469
|
|
|
$
|
821,680
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,068,149
|
|
Involuntary Not for Cause Termination
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
242,308
|
|
|
$
|
4,368
|
|
|
$
|
246,676
|
|
For Cause Termination
(2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
CIC and Involuntary/Good Reason Termination
(3)
|
|
$
|
—
|
|
|
$
|
3,264,620
|
|
|
$
|
1,080,000
|
|
|
$
|
17,473
|
|
|
$
|
4,362,093
|
|
Death or Disability
(4)
|
|
$
|
246,469
|
|
|
$
|
821,680
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,068,149
|
|
Douglas J. May
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Voluntary Termination
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Normal or Early Retirement
(1)
|
|
$
|
270,839
|
|
|
$
|
2,026,241
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,297,080
|
|
Involuntary Not for Cause Termination
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
72,115
|
|
|
$
|
4,368
|
|
|
$
|
76,483
|
|
For Cause Termination
(2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
CIC and Involuntary/Good Reason Termination
(3)
|
|
$
|
—
|
|
|
$
|
4,611,031
|
|
|
$
|
1,275,000
|
|
|
$
|
17,473
|
|
|
$
|
5,903,504
|
|
Death or Disability
(4)
|
|
$
|
270,839
|
|
|
$
|
2,026,241
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,297,080
|
|
Lisa J. Korner
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Voluntary Termination
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Normal or Early Retirement
(1)
|
|
$
|
250,621
|
|
|
$
|
1,951,414
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,202,035
|
|
Involuntary Not for Cause Termination
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
345,000
|
|
|
$
|
4,368
|
|
|
$
|
349,368
|
|
For Cause Termination
(2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
CIC and Involuntary/Good Reason Termination
(3)
|
|
$
|
—
|
|
|
$
|
4,377,584
|
|
|
$
|
1,173,000
|
|
|
$
|
17,473
|
|
|
$
|
5,568,057
|
|
Death or Disability
(4)
|
|
$
|
250,621
|
|
|
$
|
1,951,414
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,202,035
|
|
Jeff R. Selvidge
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Voluntary Termination
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Normal or Early Retirement
(1)
|
|
$
|
229,869
|
|
|
$
|
1,976,293
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,206,162
|
|
Involuntary Not for Cause Termination
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
316,000
|
|
|
$
|
4,368
|
|
|
$
|
320,368
|
|
For Cause Termination
(2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
CIC and Involuntary/Good Reason Termination
(3)
|
|
$
|
—
|
|
|
$
|
4,208,888
|
|
|
$
|
1,074,400
|
|
|
$
|
17,473
|
|
|
$
|
5,300,761
|
|
Death or Disability
(4)
|
|
$
|
229,869
|
|
|
$
|
1,976,293
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,206,162
|
|
(1)
|
Amounts assume the NEO retires from the organization at age 55 or later and has at least 5 years of vesting service with the organization.
|
(2)
|
Cause is defined under the LTIP as (i) willful failure to perform duties, (ii) gross negligence or willful misconduct which results in a significantly adverse effect upon Magellan, (iii) willful violation or disregard of the code of business conduct or other published policy, or (iv) conviction of a crime involving an act of fraud, embezzlement, theft or any other act constituting a felony or causing material harm to Magellan.
|
(3)
|
A termination within two years following a change-in-control that occurs on an involuntary basis without cause or on a voluntary basis for Good Reason. Good Reason is defined under the Magellan Executive Severance Plan as (i) a reduction of more than 10% in base salary or incentive compensation opportunities, (ii) a significant reduction in the authority, duties or responsibilities of the NEO or his direct supervisor, (iii) a significant reduction in the budget over which the NEO retains authority, (iv) transfer of principal place of employment more than 50 miles or (v) any other action or inaction that constitutes a material breach by us.
|
(4)
|
Death or Disability — Disability is defined as the qualification requirements for benefits under the Magellan Long-Term Disability Plan.
|
Director
|
|
Retainer
and Fees
Paid or
Deferred
|
|
Equity
Retainer
Paid or
Deferred
(1)
|
|
Total
($)
|
||||||
Walter R. Arnheim
|
|
$
|
114,500
|
|
|
$
|
110,000
|
|
|
$
|
224,500
|
|
Robert G. Croyle
|
|
$
|
105,000
|
|
|
$
|
110,000
|
|
|
$
|
215,000
|
|
Patrick C. Eilers
(2)
|
|
$
|
31,250
|
|
|
$
|
110,000
|
|
|
$
|
141,250
|
|
Lori A. Gobillot
(3)
|
|
$
|
45,411
|
|
|
$
|
64,167
|
|
|
$
|
109,578
|
|
Edward J. Guay
(3)
|
|
$
|
46,911
|
|
|
$
|
64,167
|
|
|
$
|
111,078
|
|
Stacy P. Methvin
|
|
$
|
99,500
|
|
|
$
|
110,000
|
|
|
$
|
209,500
|
|
James R. Montague
|
|
$
|
105,000
|
|
|
$
|
110,000
|
|
|
$
|
215,000
|
|
Barry R. Pearl
|
|
$
|
114,500
|
|
|
$
|
110,000
|
|
|
$
|
224,500
|
|
Director and Grant Date
|
|
Compensation Type
|
|
Method of Payment
|
|
Number
of Units
|
|
Weighted Average Grant Date Unit Price
|
|
Grant Date
Fair Value
|
|||||
Walter R. Arnheim
|
|
|
|
|
|
|
|
|
|
|
|||||
Various Dates
|
|
Equity Retainer
|
|
Deferred into Phantom Units
|
|
1,617
|
|
|
$
|
68.027
|
|
|
$
|
110,000
|
|
Various Dates
|
|
Distribution Equivalents
|
|
Deferred into Phantom Units
|
|
3,359
|
|
|
$
|
66.680
|
|
|
223,978
|
|
|
Total
|
|
|
|
|
|
4,976
|
|
|
|
|
$
|
333,978
|
|
||
Robert G. Croyle
|
|
|
|
|
|
|
|
|
|
|
|||||
Various Dates
|
|
Equity Retainer
|
|
Deferred into Phantom Units
|
|
1,617
|
|
|
$
|
68.027
|
|
|
$
|
110,000
|
|
Various Dates
|
|
Distribution Equivalents
|
|
Deferred into Phantom Units
|
|
1,272
|
|
|
$
|
66.668
|
|
|
84,802
|
|
|
Total
|
|
|
|
|
|
2,889
|
|
|
|
|
$
|
194,802
|
|
||
Patrick C. Eilers
|
|
|
|
|
|
|
|
|
|
|
|||||
Various Dates
|
|
Equity Retainer
|
|
Deferred into Phantom Units
|
|
1,617
|
|
|
$
|
68.027
|
|
|
$
|
110,000
|
|
Various Dates
|
|
Distribution Equivalents
|
|
Deferred into Phantom Units
|
|
965
|
|
|
$
|
66.350
|
|
|
64,028
|
|
|
Total
|
|
|
|
|
|
2,582
|
|
|
|
|
$
|
174,028
|
|
||
Lori A. Gobillot
|
|
|
|
|
|
|
|
|
|
|
|||||
Various Dates
|
|
Equity Retainer
|
|
Deferred into Phantom Units
|
|
879
|
|
|
$
|
72.950
|
|
|
$
|
64,123
|
|
Various Dates
|
|
Distribution Equivalents
|
|
Deferred into Phantom Units
|
|
21
|
|
|
$
|
69.777
|
|
|
1,465
|
|
|
Total
|
|
|
|
|
|
900
|
|
|
|
|
$
|
65,588
|
|
||
Edward J. Guay
|
|
|
|
|
|
|
|
|
|
|
|||||
Various Dates
|
|
Equity Retainer
|
|
Deferred into Phantom Units
|
|
879
|
|
|
$
|
72.950
|
|
|
$
|
64,123
|
|
Various Dates
|
|
Distribution Equivalents
|
|
Deferred into Phantom Units
|
|
21
|
|
|
$
|
69.777
|
|
|
$
|
1,465
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|||||
Stacy P. Methvin
|
|
|
|
|
|
|
|
|
|
|
|||||
Various Dates
|
|
Equity Retainer
|
|
Paid in Limited Partner Units
|
|
1,617
|
|
|
$
|
68.027
|
|
|
110,000
|
|
|
Total
|
|
|
|
|
|
1,617
|
|
|
|
|
$
|
110,000
|
|
||
James R. Montague
|
|
|
|
|
|
|
|
|
|
|
|||||
Various Dates
|
|
Equity Retainer
|
|
Deferred into Phantom Units
|
|
1,617
|
|
|
$
|
68.027
|
|
|
$
|
110,000
|
|
Various Dates
|
|
Distribution Equivalents
|
|
Deferred into Phantom Units
|
|
1,413
|
|
|
$
|
66.656
|
|
|
94,185
|
|
|
Total
|
|
|
|
|
|
3,030
|
|
|
|
|
$
|
204,185
|
|
||
Barry R. Pearl
|
|
|
|
|
|
|
|
|
|
|
|||||
Various Dates
|
|
Equity Retainer
|
|
Paid in Limited Partner Units
|
|
1,617
|
|
|
$
|
68.027
|
|
|
$
|
110,000
|
|
Various Dates
|
|
Distribution Equivalents
|
|
Deferred into Phantom Units
|
|
778
|
|
|
$
|
66.591
|
|
|
51,808
|
|
|
Total
|
|
|
|
|
|
2,395
|
|
|
|
|
$
|
161,808
|
|
(2)
|
Mr. Eilers resigned from our general partner's board of directors on March 25, 2016, and his post-2015 deferral account valued at $196,736 was paid in April 2016. The pre-2015 portion of his deferral account was paid in January 2017.
|
(3)
|
Ms. Gobillot and Mr. Guay were elected to our general partner's board of directors on June 15, 2016.
|
Name
|
|
Beginning
Balance
January 1, 2016
|
|
2016 Deferred Compensation
|
|
2016
Distribution
Equivalents
|
|
Market
Value
Gain/
(Loss) & Distributions
|
|
Ending
Balance
December 31,
2016
|
||||||||||
Walter R. Arnheim
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Market Value
|
|
$
|
4,490,776
|
|
|
$
|
110,000
|
|
|
$
|
223,978
|
|
|
$
|
552,173
|
|
|
$
|
5,376,927
|
|
Number of Units
|
|
66,118
|
|
|
1,617
|
|
|
3,359
|
|
|
|
|
71,094
|
|
||||||
Robert G. Croyle
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Market Value
|
|
$
|
1,632,046
|
|
|
$
|
110,000
|
|
|
$
|
84,802
|
|
|
$
|
208,965
|
|
|
$
|
2,035,813
|
|
Number of Units
|
|
24,028
|
|
|
1,617
|
|
|
1,272
|
|
|
|
|
26,917
|
|
||||||
Patrick C. Eilers
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Market Value
|
|
$
|
1,352,696
|
|
|
$
|
110,000
|
|
|
$
|
64,028
|
|
|
$
|
155,092
|
|
|
$
|
1,681,816
|
|
Number of Units
|
|
19,915
|
|
|
1,617
|
|
|
965
|
|
|
(2,883
|
)
|
|
19,614
|
|
|||||
Lori A. Gobillot
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Market Value
|
|
$
|
—
|
|
|
$
|
64,167
|
|
|
$
|
1,465
|
|
|
$
|
2,491
|
|
|
$
|
68,123
|
|
Number of Units
|
|
—
|
|
|
879
|
|
|
21
|
|
|
|
|
900
|
|
||||||
Edward J. Guay
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Market Value
|
|
$
|
—
|
|
|
$
|
64,167
|
|
|
$
|
1,465
|
|
|
$
|
2,491
|
|
|
$
|
68,123
|
|
Number of Units
|
|
—
|
|
|
879
|
|
|
21
|
|
|
|
|
900
|
|
||||||
James R. Montague
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Market Value
|
|
$
|
1,824,792
|
|
|
$
|
110,000
|
|
|
$
|
94,185
|
|
|
$
|
232,106
|
|
|
$
|
2,261,083
|
|
Number of Units
|
|
26,866
|
|
|
1,617
|
|
|
1,413
|
|
|
|
|
29,896
|
|
||||||
Barry R. Pearl
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Market Value
|
|
$
|
1,064,157
|
|
|
$
|
—
|
|
|
$
|
51,808
|
|
|
$
|
127,772
|
|
|
$
|
1,243,737
|
|
Number of Units
|
|
15,667
|
|
|
—
|
|
|
778
|
|
|
|
|
16,445
|
|
Plan Category
|
|
Number of Securities
to be Issued upon
Exercise/Vesting of
Outstanding Options,
Warrants and
Rights
(1)
|
|
Number of Securities
Remaining
Available for Future
Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected in the 1st
Column of this Table)
|
Equity Compensation Plans Approved by Unitholders
|
|
866,658
|
|
3,098,229
|
Total
|
|
866,658
|
|
3,098,229
|
________
|
|
|
|
|
(1) This amount includes units held in reserve for potential performance results. Taxes are withheld from the award to cover the participant’s mandatory minimum tax withholdings. Units withheld to satisfy tax withholding obligations count against the maximum number of units available under the LTIP and do not replenish the maximum number of units available.
|
•
|
By a specially appointed conflicts committee of our general partner’s board of directors, if the related person transaction is between our general partner or any of its affiliates, on the one hand, and us, any operating partnerships, any partner or assignee, on the other hand;
|
•
|
If the related person transaction is in the normal course of our business and is (a) on terms no less favorable to us than those generally being provided to or available from unrelated third parties or (b) fair to us, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to us), then the CEO of our general partner has authority to approve the transaction. The CEO’s signature on an authorization for expenditure form with a related person is conclusive evidence of his approval pursuant to the policy. If we will be entering into several transactions of the same type over a period of time with a related person, the CEO may pre-approve all such transactions, but must review such pre-approvals not less than annually; or
|
•
|
Any other related person transaction may be approved by a majority of the disinterested directors on our general partner’s board of directors.
|
1. Election of Directors:
|
For
|
Withhold
|
|
|
01 – Lori A. Gobillot
|
o
|
o
|
|
02 – Edward J. Guay
|
o
|
o
|
|
03 – Michael N. Mears
|
o
|
o
|
|
04 – James R. Montague
|
o
|
o
|
2. Advisory Resolution to Approve Executive Compensation
|
For
|
Against
|
Abstain
|
||
|
|
|
o
|
o
|
o
|
3. Advisory Resolution to Approve Executive Compensation Vote Frequency
|
3 Years
|
2 Years
|
1 Year
|
Abstain
|
||
|
|
|
o
|
o
|
o
|
o
|
4. Ratification of Appointment of Independent Auditor for 2017
|
For
|
Against
|
Abstain
|
|
|
|
o
|
o
|
o
|
Change of Address –
Please print your new address below.
|
|
Comments –
Please print your comments below.
|
|
Meeting Attendance
|
|
|
|
|
Mark the box to the right if you plan to attend the Annual Meeting.
o
|
Date (mm/dd/yyyy) – Please print date below.
|
|
Signature 1 –Please keep signature within the box.
|
|
Signature 2 – Please keep signature within the box.
|
|
|
|
||
|
|
|
|
|
1 Year Magellan Midstream Partn... Chart |
1 Month Magellan Midstream Partn... Chart |
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