NGL Energy Partners LP 8-K

What Happened
NGL Energy Partners LP announced that at a Special Meeting of Unitholders on February 9, 2026 the unitholders approved the NGL Energy Partners LP 2025 Long-Term Incentive Plan (the “2025 Plan”), which the Board had adopted subject to unitholder approval on December 9, 2025. The unitholders also ratified Grant Thornton LLP as the Partnership’s independent registered public accounting firm for fiscal year 2026. The record date for the Special Meeting was December 18, 2025.

Key Details

• The 2025 Plan runs for 10 years from unitholder approval and authorizes up to 10,000,000 units for issuance (subject to adjustment).
• Vote on the 2025 Plan: For 50,358,968; Against 7,383,960; Abstain 1,252,770; Broker Non-Votes 25,523,262.
• Auditor ratification vote: For 83,060,271; Against 509,685; Abstain 949,004 (Grant Thornton LLP approved for FY2026).
• Plan highlights include: no below‑market option grants (exercise price must be ≥ fair market value), no repricing without unitholder approval, no automatic “evergreen” replenishment, no automatic grants, distribution equivalents limited to certain awards, forfeiture/recycling limits on surrendered/withheld units, and all awards subject to the Partnership’s Clawback Policy. The full plan is filed as Exhibit 10.1.

Why It Matters
Approval of the 2025 Plan lets NGL grant equity and equity‑linked awards (options, restricted units, phantom units, etc.) to employees and service providers, which can help retain and incentivize management but may be dilutive if and when units are issued (up to 10 million units authorized). Several anti‑dilution and governance provisions (no evergreen, no repricing without approval, clawback policy, vesting protections on change‑of‑control) limit potential dilution and align shareholder oversight with compensation. Ratifying the auditor is a routine governance item confirming the firm that will audit fiscal 2026 financials.