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[March 06, 2014]
CYPRESS ENERGY PARTNERS, L.P. FILES (8-K/A) Disclosing Change in Directors or Principal Officers
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of New Director Effective March 5, 2014, the Board of Directors (the "Board") of Cypress Energy Partners GP, LLC (the "General Partner"), the general partner of Cypress Energy Partners, L.P. ("Cypress"), appointed Stanley Lybarger to serve as an independent director of the General Partner and member of each of the Audit Committee and Conflicts Committee of the Board. There are no arrangements or understandings between Mr. Lybarger and any other person pursuant to which he was appointed as a director, and there are no family relationships between Mr. Lybarger and any executive officer or director of the General Partner or Cypress.
The Board has determined that (i) Mr. Lybarger is "independent" for purposes of Section 10A-3 of the Exchange Act of 1934, as amended, and the applicable rules and regulations of the U.S. Securities and Exchange Commission and (ii) Mr. Lybarger has no material relationship with the General Partner or the Partnership that would interfere with his independence from management of the General Partner and that each will otherwise be an "independent director" for purposes of Section 303A.02 of the New York Stock Exchange's Listed Company Manual.
Description of Mr. Lybarger's Compensation Consistent with Cypress's compensation policy for non-employee directors, in connection with his appointment, Mr. Lybarger will be eligible to receive $25,000 in annual cash compensation, payable in quarterly amounts, and $25,000 in annual equity-based compensation, which will be granted under our 2013 Long-Term Incentive Plan. Mr. Lybarger will also receive an additional annual cash retainer of $7,500 for his service as chairman of the Audit Committee, replacing John T. McNabb II, who served as the initial chairman of the Audit Committee.
Further, Mr. Lybarger will be indemnified for his actions associated with being a director to the fullest extent permitted under Delaware law and will be reimbursed for all expenses incurred in attending to his duties as director.
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