Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________

FORM 8-K

_____________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 11, 2024

_____________________________________________

MPLX LP

(Exact name of registrant as specified in its charter)

_____________________________________________

Delaware

001-35714

27-0005456

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

200 E. Hardin Street, Findlay, Ohio 45840

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (419) 422-2121

_____________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Units Representing Limited Partnership Interests	MPLX	New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐


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

On May 11, 2024, the board of directors of MPLX GP LLC ("MPLX GP"), the general partner of MPLX LP (“MPLX” or the “Partnership”), appointed Maryann T. Mannen as President and Chief Executive Officer, effective August 1, 2024. In this capacity, she will be MPLX’s principal executive officer. Ms. Mannen will succeed Michael J. Hennigan, who will cease to serve as President and Chief Executive Officer effective August 1, 2024. Also effective August 1, 2024, Mr. Hennigan has been elected Executive Chairman of MPLX GP’s board of directors, and Christopher A. Helms will continue to serve as Lead Director. Ms. Mannen will continue to serve as a member of MPLX GP’s board of directors.

Ms. Mannen, 61, has served as the President of Marathon Petroleum Corporation, the indirect owner of MPLX GP and indirect holder of a majority of the Partnership’s outstanding common units (“MPC”), since January 1, 2024, having previously served as Executive Vice President and Chief Financial Officer of MPC since January 25, 2021. Effective August 1, 2024, she has been appointed as Chief Executive Officer of MPC and as a member of MPC’s board of directors. She will continue as President of MPC in addition to her role its Chief Executive Officer. Ms. Mannen has also served as a member of the board of directors of MPLX GP since February 1, 2021. Before joining MPC, Ms. Mannen served as Executive Vice President and Chief Financial Officer of TechnipFMC (a successor to FMC Technologies, Inc.), a global leader in subsea, onshore/offshore, and surface projects for the energy industry, since 2017, having previously served as Executive Vice President and Chief Financial Officer of FMC Technologies, Inc. since 2014, Senior Vice President and Chief Financial Officer since 2011, and in various positions of increasing responsibility with FMC Technologies, Inc. since 1986. Ms. Mannen serves on the board of directors of Owens Corning, where she has served as the audit committee chair since 2019.

MPLX does not directly employ any of the personnel responsible for managing and operating its business. Rather, MPLX contracts with MPC to provide the necessary personnel, all of whom are directly employed by MPC or one of its affiliates. Mr. Hennigan's current annual base salary as MPC’s Chief Executive Officer is $1,750,000, and his current target bonus opportunity under MPC’s annual cash bonus ("ACB") program is equal to 165% of his base salary. His actual bonus is based on performance relative to the performance goals established under the ACB program. Mr. Hennigan's target award value under MPC’s long-term incentive ("LTI") program was $14,800,000 for 2024. Ms. Mannen's current annual base salary as MPC’s President is $1,050,000, and her current target bonus opportunity under MPC’s ACB program is equal to 120% of her base salary. Her actual bonus is based on performance relative to the performance goals established under the ACB program. Ms. Mannen's target award value under MPC’s LTI program was $5,000,000 for 2024. Descriptions of the ACB and LTI programs are included in MPLX’s Annual Report on Form 10-K for the year ended December 31, 2023 (“MPLX’s 10-K”). Mr. Hennigan and Ms. Mannen will also continue to be eligible to participate in MPC’s other benefit plans and programs such as health and life insurance, income protection in a circumstance of long-term and short-term disability and retirement and severance benefits plans, descriptions of which are included in MPLX’s 10-K.

As the new roles of Mr. Hennigan as Executive Chairman and Ms. Mannen as Chief Executive Officer are not effective until August 1, 2024, any associated compensation adjustments have not been determined. The Partnership will file an amendment to this Current Report on Form 8-K disclosing any associated compensation adjustments when they are determined.

Other than with respect to the employment and compensation matters described above, there are no arrangements or understandings between Ms. Mannen and any other persons pursuant to which Ms. Mannen was appointed President and Chief Executive Officer. There are no family relationships between Ms. Mannen and any director or executive officer of the MPLX GP or the Partnership, and Ms. Mannen has no direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


Item 8.01			Other Events

On May 13, 2024, the Partnership issued a press release announcing the leadership changes reported above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description


99.1						Press Release issued by MPLX LP on May 13, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	MPLX LP

	By:	MPLX GP LLC, its General Partner


Date: May 13, 2024	By:	/s/ Molly R. Benson
		Name: Molly R. Benson
		Title: Chief Legal Officer and Corporate Secretary

MPLX LP Announces Leadership Transition Effective August 1, 2024

•Maryann Mannen elected President and CEO

•Mike Hennigan to transition to Executive Chairman of the Board of Directors

FINDLAY, Ohio, May 13, 2024 – MPLX LP (NYSE: MPLX) today announced its leadership transition plan, effective August 1, 2024. At that time, Maryann T. Mannen, President of Marathon Petroleum Corporation (NYSE: MPC), will succeed Michael J. Hennigan as President and Chief Executive Officer of MPLX GP LLC, the general partner of MPLX. Mannen will continue to serve on the Board of Directors of the general partner of MPLX, and Hennigan will assume the role of Executive Chairman of the Board. Christopher A. Helms will continue as the Board’s independent Lead Director.

Hennigan has led the general partner of MPLX as Chairman of the Board of Directors since April 2020, as CEO since November 2019, and as President since June 2017. Mannen has served as a member of the Board of Directors since February 2021. Helms has been independent Lead Director of the Board since May 2023, having served as a member of the Board since 2012.

“On behalf of the Board of Directors, I want to express my confidence in Maryann to lead MPLX as CEO,” said Hennigan. “Maryann has been an invaluable contributor to the success of the partnership, and I could not be more pleased for unitholders.”

During Hennigan’s leadership as CEO, MPLX’s accomplishments include:

•Return of approximately $15 billion to MPLX unitholders through distributions and unit repurchases, for total unitholder return, with distributions reinvested, of 589% since March 2020; and

•Significant growth of the business, including expansion in the Marcellus, Utica and Permian basins.

“MPLX is well positioned to advance our growth strategy and our disciplined approach to capital allocation,” said Mannen. “I look forward to building on the momentum we’ve created as we continue safely delivering the fuels the world needs.”

Also announced today and effective August 1, 2024, Mannen will lead MPC as its President and CEO, and Hennigan will serve as its Executive Chairman.

About Maryann Mannen

Mannen has served as a member of the Board of Directors of the general partner of MPLX since February 2021. She was elected MPC President effective January 2024, having previously served as Executive Vice President and Chief Financial Officer since January 2021. Before joining MPC, Mannen served as Executive Vice President and Chief Financial Officer of TechnipFMC (a successor to FMC Technologies, Inc.), a leading global engineering services and energy technology company, since 2017. She previously served as Executive Vice President and Chief Financial Officer of FMC Technologies, Inc. since 2014, as Senior Vice President and Chief Financial Officer since 2011, and in various positions of increasing responsibility with FMC Technologies, Inc. since 1986. Mannen also serves on the board of directors of Owens Corning, an insulation, roofing and fiberglass composites company.

About Mike Hennigan

Hennigan was elected MPLX CEO in November 2019 and President in June 2017. He has served as Chairman of the Board of Directors of the general partner of MPLX since April 2020. In addition, Hennigan was elected MPC CEO in March 2020 and has served as a member of the MPC Board of Directors since April 2020. Before joining the general partner of MPLX LP, Hennigan was President, Crude, NGL and Refined Products of the general partner of Energy Transfer Partners L.P. He was President and Chief Executive Officer of Sunoco Logistics Partners L.P. from 2012 to 2017, President and Chief Operating Officer beginning in 2010, and Vice President, Business Development, beginning in 2009. Hennigan also serves on the board of directors of Nutrien, a Canadian agricultural services company.

About Chris Helms

Helms was elected Lead Director of the MPLX GP LLC Board of Directors effective May 2023, having served as a director since 2012. From 2005 until his retirement in 2011, Helms served in various capacities with NiSource Inc. and its affiliate, NiSource Gas Transmission and Storage, including as Executive Vice President and Group Chief Executive Officer. Prior to joining NiSource, Helms held senior executive positions with various energy companies.

About MPLX LP

MPLX is a diversified, large-cap master limited partnership that owns and operates midstream energy infrastructure and logistics assets, and provides fuels distribution services. MPLX's assets include a network of crude oil and refined product pipelines; an inland marine business; light-product terminals; storage caverns; refinery tanks, docks, loading racks, and associated piping; and crude and light-product marine terminals. The company also owns crude oil and natural gas gathering systems and pipelines as well as natural gas and NGL processing and fractionation facilities in key U.S. supply basins. More information is available at www.MPLX.com.

Investor Relations Contacts: (419) 421-2071

Kristina Kazarian, Vice President Finance and Investor Relations

Brian Worthington, Director, Investor Relations

Isaac Feeney, Supervisor, Investor Relations

Media Contact: (419) 421-3577

Jamal Kheiry, Communications Manager

Document and Entity Information	May 11, 2024
Cover [Abstract]
Entity Central Index Key	0001552000
Amendment Flag	false
Document Type	8-K
Document Period End Date	May 11, 2024
Entity Registrant Name	MPLX LP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35714
Entity Tax Identification Number	27-0005456
Entity Address, Address Line One	200 E. Hardin Street
Entity Address, City or Town	Findlay
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45840
City Area Code	419
Local Phone Number	422-2121
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Units Representing Limited Partnership Interests
Trading Symbol	MPLX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false