NGL Energy Partners Seeks Unitholder Nod for 2025 Incentive Plan, Auditor

TL;DR

**NGL Energy Partners is pushing through a new incentive plan and auditor ratification; vote FOR to back management's long-term vision and financial stability.**

AI Summary

NGL Energy Partners LP is holding a Special Meeting of Unitholders on February 9, 2026, at 10:30 a.m. CST in Tulsa, Oklahoma. The primary purpose of this meeting is to seek unitholder approval for the NGL Energy Partners LP 2025 Long-Term Incentive Plan (LTIP Proposal) and to ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm for fiscal year 2026. The Partnership, a diversified midstream energy entity, operates through three segments: Water Solutions, Crude Oil Logistics, and Liquids Logistics, all underpinned by long-term, fixed-fee contracts. The Board of Directors unanimously recommends a 'FOR' vote on all proposals, including a third proposal to approve adjournment or postponement of the meeting if necessary to solicit more votes for the LTIP. As of the record date, December 18, 2025, there were 124,269,915 common units outstanding, each entitled to one vote. The company will bear all solicitation costs, including approximately $15,000 in fees to D.F. King Co. for proxy solicitation.

Why It Matters

This DEF 14A filing is crucial for NGL Energy Partners LP as it outlines key governance decisions impacting executive compensation and financial oversight. Approval of the 2025 Long-Term Incentive Plan (LTIP) is vital for attracting and retaining talent, directly influencing the company's ability to execute its strategic objectives in the competitive midstream energy sector. The ratification of Grant Thornton LLP as the auditor for fiscal year 2026 ensures continued financial transparency and regulatory compliance, which is paramount for investor confidence. For investors, these proposals reflect the company's commitment to long-term performance incentives and robust financial controls, distinguishing it from competitors by reinforcing governance structures.

Risk Assessment

Risk Level: medium — The risk level is medium because while the proposals are standard governance items, the LTIP approval (Proposal 1) is a non-routine matter where broker non-votes could impact the outcome, requiring active unitholder participation. The company explicitly states that 'brokers will not have discretionary authority to vote on the proposals without explicit instructions from the beneficial owners of such common units' for Proposal 1 and Proposal 3, which could lead to a failure to meet the 'affirmative vote of a majority of the common units entitled to vote and be present in person or by proxy' requirement.

Analyst Insight

Investors should actively vote their common units, especially on Proposal 1 (LTIP) and Proposal 3 (adjournment), as these are non-routine matters where broker non-votes will not count. Beneficial owners must instruct their brokers to ensure their votes are cast, supporting the Board's recommendations to align with management's strategic compensation and operational flexibility.

Financial Highlights

debt To Equity

Not Disclosed

revenue

Not Disclosed

operating Margin

Not Disclosed

total Assets

Not Disclosed

total Debt

Not Disclosed

net Income

Not Disclosed

eps

Not Disclosed

gross Margin

Not Disclosed

cash Position

Not Disclosed

revenue Growth

Not Disclosed

Revenue Breakdown

Key Numbers

• February 9, 2026 — Special Meeting Date (Date when unitholders will vote on proposals)
• 10:30 a.m. CST — Special Meeting Time (Scheduled start time for the unitholder meeting)
• December 18, 2025 — Record Date (Date for determining unitholders eligible to vote)
• 124,269,915 — Common Units Outstanding (Total voting units as of the Record Date)
• $15,000 — Proxy Solicitation Fees (Approximate fees paid to D.F. King Co. for proxy solicitation)

Key Players & Entities

• NGL Energy Partners LP (company) — Registrant and diversified midstream energy partnership
• H. Michael Krimbill (person) — Chief Executive Officer of NGL Energy Partners LP
• L. Ryan Collins (person) — SVP, General Counsel and Corporate Secretary of NGL Energy Partners LP
• Grant Thornton LLP (company) — Independent registered public accounting firm for fiscal year 2026
• D.F. King Co. (company) — Proxy solicitor engaged by NGL Energy Partners LP
• Securities and Exchange Commission (regulator) — Regulatory body overseeing proxy statements
• New York Stock Exchange (regulator) — Exchange with rules governing broker discretionary voting
• Equiniti Trust Company, LLC (company) — NGL Energy Partners' transfer agent
• Bradley P. Cooper (person) — Chief Financial Officer of NGL Energy Partners LP

FAQ

Industry Context

NGL Energy Partners LP operates as a diversified midstream energy partnership. Its business spans water solutions, crude oil logistics, and liquids logistics, serving the energy production sector. The company's operations are characterized by long-term, fixed-fee contracts and minimum volume commitments, providing a degree of revenue stability within the volatile energy market.

Regulatory Implications

As a publicly traded partnership, NGL Energy Partners LP is subject to SEC regulations, including the requirements for proxy solicitations and disclosures. The approval of the Long-Term Incentive Plan and the ratification of the auditor are standard corporate governance matters that require unitholder consent and adherence to regulatory procedures.

What Investors Should Do

1. Review the Proxy Statement thoroughly.
2. Vote your common units promptly.
3. Provide voting instructions to your broker if your units are held in 'street name'.

Key Dates

• 2026-02-09: Special Meeting of Unitholders — Unitholders will vote on the 2025 Long-Term Incentive Plan, ratification of the independent auditor, and potential adjournment.
• 2025-12-18: Record Date — Determines which unitholders are eligible to vote at the Special Meeting.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders before a shareholder meeting, including proposals to be voted on. (This document is the proxy statement for NGL Energy Partners LP's Special Meeting, outlining the proposals and providing information for unitholders to make informed voting decisions.)

LTIP Proposal

Refers to the NGL Energy Partners LP 2025 Long-Term Incentive Plan, which is a proposal seeking unitholder approval. (A key item on the agenda for the Special Meeting, requiring unitholder approval for the company's long-term incentive program.)

Common Units

Represents ownership interests in NGL Energy Partners LP, similar to shares of stock in a corporation. (These are the voting securities of the Partnership, and unitholders of record as of the Record Date are entitled to vote on the proposals.)

Broker Non-Vote

Occurs when a broker holding shares for a beneficial owner does not receive voting instructions from the owner and therefore cannot vote on certain proposals. (Important for beneficial owners, as their brokers lack discretionary authority to vote on the LTIP Proposal and adjournment proposal without instructions, potentially impacting the outcome.)

Year-Over-Year Comparison

This filing is for a Special Meeting of Unitholders and focuses on specific proposals, primarily the approval of the 2025 Long-Term Incentive Plan and the ratification of the independent auditor. Unlike an annual report, it does not provide a comprehensive overview of financial performance or year-over-year comparisons of key metrics such as revenue, net income, or margins. The primary focus is on governance and incentive structures rather than operational or financial results from the prior fiscal year.

Key Financial Figures

• $15,000 — , costs, and expenses of approximate ly $15,000 fo r soliciting proxies plus reimbursem

Filing Documents

• def14aproxystatement.htm (DEF 14A) — 306KB
• detachhere.jpg (GRAPHIC) — 5KB
• envelope.jpg (GRAPHIC) — 1KB
• hmkrimbillsignature.jpg (GRAPHIC) — 13KB
• laptop.jpg (GRAPHIC) — 1KB
• lrcsignature.jpg (GRAPHIC) — 24KB
• nglblacklogo.jpg (GRAPHIC) — 6KB
• nglepbluelogo.jpg (GRAPHIC) — 230KB
• phone.jpg (GRAPHIC) — 1KB
• 0001504461-25-000025.txt ( ) — 697KB

From the Filing

DEF 14A 1 def14aproxystatement.htm DEF 14A Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 NGL ENERGY PARTNERS LP (Name of Registrant as specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than Registrant) Payment of Filing Fee (Check the appropriate box) No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. SPECIAL MEETING OF UNITHOLDERS To the Unitholders of NGL Energy Partners LP You are cordially invited to attend the Special Meeting of Unitholders (the "Special Meeting") of NGL Energy Partners LP (the "Partnership") on Monday, February 9, 2026, at 1030 a.m. (Central Standard Time). The Special Meeting will be held in person at the Double Tree Tulsa Warren Place, Aspen Room, located at 6110 South Yale Avenue, Tulsa, Oklahoma 74136. The accompanying Notice and Proxy Statement discuss proposals which will be submitted to a vote of the Unitholders. Namely, the Special Meeting is being held to seek the approval of the Unitholders of the NGL Energy Partners LP 2025 Long-Term Incentive Plan and to ratify the appointment of our independent registered public accounting firm for fiscal year 2026. Your vote is very important . The Proxy Statement further describing the matters to be acted on at the Special Meeting is contained in the following pages. We encourage you to read the Proxy Statement and vote your common units as soon as possible. Enclosed is a proxy that will entitle you to vote your common units on the matters to be considered at the Special Meeting, even if you are unable to attend the Special Meeting. You can be sure your common units are represented at the Special Meeting by promptly submitting your vote by the Internet, by telephone, or by mail. If you attend the Special Meeting, you may also vote in person at the meeting. On behalf of NGL Energy Partners LP, I thank you for your ongoing interest and investment in the Partnership. Sincerely, NGL Energy Partners LP By NGL Energy Holdings LLC, its general partner H. Michael Krimbill Chief Executive Officer NOTICE OF SPECIAL MEETING OF UNITHOLDERS When Monday, February 9, 2026, at 1030 a.m. (Central Standard Time) Where In Person at the Double Tree Tulsa Warren Place, Aspen Room, located at 6110 South Yale Avenue, Tulsa, Oklahoma 74136 Agenda At the Special Meeting, you will be asked to 1. Proposal 1 Approve the NGL Energy Partners LP 2025 Long-Term Incentive Plan (the "LTIP Proposal") 2. Proposal 2 Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2026 3. Proposal 3 Approve the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for the LTIP Proposal and 4. Transact such other business as may properly come before the Special Meeting or any adjournment or postponement thereof. Who Can Vote Unitholders of record as of the closing of business on Thursday, December 18, 2025. How to Vote Your vote is important! Even if you plan to attend the Special Meeting, it is important you vote as soon as possible using one of the following methods Via the Internet Call Toll-Free Mail Signed Proxy Card Follow the instructions in the Notice or proxy card. Call the toll-free number on your proxy card. Follow the instructions on your proxy card. By Order of the Board of Directors NGL Energy Partners LP By NGL Energy Holdings LLC, its general partner L. Ryan Collins SVP, General Counsel and Corporate Secretary IMPORTANT INFORMATION REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF UNITHOLDERS TO BE HELD ON FEBRUARY 9, 2026 Our Proxy Statement and proxy card are available at httpswww.nglenergypartners.comunitholder2025 . IMPORTANT VOTING INFORMATION If you are a beneficial owner whose units are held of record by a broker, you must instruct the broker how to vote your units. If you do not provide voting instructions, your units will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a "broker non-vote." In these cases, the broker can register your units as being present at the Special Meeting for purposes of determining the presence of a quorum, but will not be able to vote on those matters for which specific authorization is required under the rules of the New York Stock Exchange ("NYSE"). If you are a beneficial owner whose units are held

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View this DEF 14A filing on SEC EDGAR