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BPL > SEC Filings for BPL > Form 8-K on 7-Oct-2013All Recent SEC Filings

Show all filings for BUCKEYE PARTNERS, L.P.



Change in Directors or Principal Officers, Amendments to Articles of Inc.

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 1, 2013, the Board of Directors (the "Board") of Buckeye GP LLC, the general partner (the "General Partner") of Buckeye Partners, L.P. (the "Partnership"), increased the size of the Board from nine to ten directors and, to fill the vacancy created by such increase, elected Barbara J. Duganier to serve as a Class I director of the Board, effective on October 4, 2013. Ms. Duganier was also appointed to the Audit Committee of the Board. There are no arrangements or understandings between Ms. Duganier and any other persons pursuant to which she was elected as a director. There are no relationships between Ms. Duganier and the General Partner or any related person of the General Partner that would require disclosure pursuant to Item 404(a) of Regulation S-K.

On October 1, 2013, the Compensation Committee approved a grant to Ms. Duganier of 2,000 phantom units, effective October 4, 2013, under the Buckeye Partners, L.P. 2013 Long-Term Incentive Plan pursuant to the terms of the Partnership's standard phantom unit grant agreement for directors. Phantom units are notional LP Units whose vesting is subject to service-based restrictions. Ms. Duganier's phantom units will vest on February 6, 2014, to match the vesting schedule of the annual grants made in 2013 to the other non-employee directors.

Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On October 1, 2013, the General Partner entered into Amendment No. 3 (the "Amendment") to the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. (the "Partnership Agreement"), which Amendment became effective on October 1, 2013. The Amendment increases the maximum number of directors that may serve on the Board to ten and removes certain provisions of the Partnership Agreement that are no longer applicable. In connection with its approval of the Amendment, the Board made a good-faith determination that the changes to the Partnership Agreement made thereby would not adversely affect the limited partners of the Partnership in any material respect.

A copy of the Amendment is filed as an exhibit to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.

Item 7.01 Regulation FD Disclosure.

On October 7, 2013, the Partnership issued a press release announcing Ms. Duganier's election to the Board, a copy of which is attached as Exhibit 99.1 hereto.

The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be incorporated by reference into any filing of the Partnership.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 Amendment No. 3 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of October 1, 2013

99.1 Press Release, issued October 7, 2013

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