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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 (Amendment
No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
MEMORIAL PRODUCTION PARTNERS LP
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Unitholders to Be Held on December 4, 2015
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Meeting Information |
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MEMORIAL PRODUCTION PARTNERS LP |
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Meeting Type: Special Meeting |
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For holders as of: October 9, 2015 |
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Date: December 4, 2015 Time: 9:00 AM
CT |
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Location: |
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Doubletree Hotel Houston Downtown |
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400 Dallas Street |
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Houston, Texas 77002
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You are receiving this communication because you hold
common units in the above named partnership. |
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MEMORIAL PRODUCTION PARTNERS LP 500 DALLAS STREET, SUITE
1800 HOUSTON, TEXAS 77002 |
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This is not a ballot. You
cannot use this notice to vote these units. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily
request a paper copy (see reverse side). |
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We encourage you to access and review all of the
important information contained in the proxy materials before voting. |
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See the
reverse side of this notice to obtain proxy materials and voting instructions. |
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— Before You Vote —
How to Access the Proxy Materials |
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Proxy Materials Available to VIEW or RECEIVE: |
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NOTICE OF SPECIAL MEETING AND PROXY STATEMENT |
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How to
View Online: |
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Have the information that is printed in the box marked by the arrow
(located on the following page) and visit: www.proxyvote.com. |
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How to
Request and Receive a PAPER or E-MAIL Copy: |
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If you want to receive a paper or e-mail copy of these documents, you must request one. There is
NO charge for requesting a copy. Please choose one of the following methods to make your request: |
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1) BY
INTERNET: www.proxyvote.com |
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2) BY TELEPHONE: 1-800-579-1639 |
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3) BY
E-MAIL*: sendmaterial@proxyvote.com |
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* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as
instructed above on or before November 22, 2015 to facilitate timely delivery. |
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— How To Vote
— Please Choose One of the Following Voting Methods
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Vote In Person: Many unitholder meetings have attendance requirements including, but not limited to, the possession of an attendance
ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these units. |
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Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box
marked by the arrow
(located on the following page) available and follow the instructions. |
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Vote By
Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |
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The Board of Directors recommends you vote “FOR”
Proposals 1 and 2. |
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1. |
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Approval of the First Amendment to the Memorial Production Partners GP LLC Long-Term Incentive Plan (“LTIP”) -
This proposal is to approve the First Amendment which, among other things, increases the maximum number of common units that may be granted as equity-based awards under the LTIP to 5,225,000 common units. The Board of Directors recommends a vote
“FOR” this proposal. |
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Approval of the Adjournment of the Special Meeting - This proposal is to approve the adjournment of the Special Meeting to a
later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve Proposal 1. The Board of Directors recommends a vote “FOR”
this proposal. |
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NOTE: Such other business as may properly come before the meeting or any adjournment thereof. |
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