Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Retirement of President, Chief Executive Officer and Director
On January 18, 2021, Kevin M. Nichols announced his intention to retire from his
roles as President, Chief Executive Officer and Director of Shell Midstream
Partners GP LLC (the "General Partner"), the general partner of Shell Midstream
Partners, L.P. (the "Partnership"), effective March 1, 2021. Mr. Nichols
announces his retirement after a successful 29-year career with Royal Dutch
Shell plc ("Shell"), having served in multiple roles and business lines. There
were no disagreements between Mr. Nichols and the General Partner, the
Partnership or any officer or director of the General Partner which led to
Mr. Nichols' decision to retire.
Appointment of President, Chief Executive Officer and Director
On January 20, 2021, the Board of Directors (the "Board") of the General Partner
appointed Steven C. Ledbetter, 45, as President and Chief Executive Officer of
the Partnership, effective March 1, 2021. Mr. Ledbetter is succeeding
Mr. Nichols in the role. Also on January 20, 2021, the General Partner appointed
Mr. Ledbetter as a member of the Board, effective March 1, 2021.
Pursuant to the terms of the partnership agreement, Mr. Ledbetter will be fully
indemnified by the Partnership for actions associated with being a director to
the fullest extent permitted under Delaware law.
Mr. Ledbetter is a 21-year Shell executive with deep financial and operational
management experience. Currently, Mr. Ledbetter serves as Vice President,
Commercial of the General Partner, a role he has held since 2018. In that role,
Mr. Ledbetter has been instrumental in driving the commerciality and resilience
of the Partnership. In 2018, Mr. Ledbetter was also named Vice President for
Shell Pipeline Company LP ("SPLC"), where he was responsible for business
development, joint ventures, oil movements and portfolio activity. Previously,
Mr. Ledbetter served as the President of Jiffy Lube International ("Jiffy
Lube"), a wholly owned subsidiary of Shell. Prior to his role as President of
Jiffy Lube, Mr. Ledbetter served as Director of Key Accounts for Shell's
Consumer Lubricants business for North America from 2010 to 2013, where he was
responsible for large platform multi-site business development throughout North
America. From 2009 to 2010, he worked as Deal Manager, setting strategy and
negotiating large platform deals for the route to market for the Lubricants
business in North America. In 2007, Mr. Ledbetter was North American Consumer
Finance Manager for the Lubricants business, where he was responsible for
financial support and economic assurance of the business. In 2004, he became a
member of the leadership team for Shell's Puget Sound Refinery in Anacortes,
Washington, and was accountable for finance and procurement activities of the
site. From 1999 to 2004, Mr. Ledbetter held various roles in SPLC, including
working in a financial support role for the business, serving as treasurer of
several joint ventures and business planning and accounting. Prior to joining
Shell, Mr. Ledbetter was a facility cost analyst with United States Gypsum
Company based in Texas. Mr. Ledbetter holds a bachelor's degree in Finance from
Texas A&M University. The Partnership believes that Mr. Ledbetter's extensive
experience across a wide range of strategy, finance, commercial deal
structuring, business transformation and business leadership makes him well
qualified to serve as both a director and as an executive officer.
Mr. Ledbetter was not appointed pursuant to any arrangement or understanding
with any other person, and there are no transactions with Mr. Ledbetter that
would be reportable under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On January 21, 2021, the Partnership issued a press release announcing the
retirement of Mr. Nichols and the appointment of Mr. Ledbetter. The press
release is being furnished as Exhibit 99.1 to this Current Report and is
incorporated herein by reference.
The information provided in this Item 7.01 (including the exhibits referenced
therein) shall be deemed "furnished" and shall not be deemed "filed" for the
purposes of Section 18 of the Exchange Act, nor shall it be incorporated by
reference in any filing made by the Partnership pursuant to the Securities Act,
except to the extent that such filing incorporates by reference any or all of
such information by express reference thereto.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number Description
99.1 Press Release dated January 21, 2021 issued by Shell Midstream
Partners, L.P.
104 Cover Page Interactive Data File - the cover page interactive data
file does not appear in the Interactive Data File because its XBRL
tags are embedded within the Inline XBRL document.
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