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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/24 CrossAmerica Partners LP 10-K 12/31/23 111:14M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.92M
2: EX-21.1 EX-21.1 Subsidiary Listing HTML 46K
3: EX-23.1 EX-23.1 Consent of Independent Registered Public HTML 30K
Accounting Firm
8: EX-97.1 EX-97.1 Clawback Policy HTML 52K
4: EX-31.1 EX-31.1 CEO Section 302 Certification HTML 36K
5: EX-31.2 EX-31.2 CFO Section 302 Certification HTML 36K
6: EX-32.1 EX-32.1 CEO Section 906 Certification HTML 33K
7: EX-32.2 EX-32.2 CFO Section 906 Certification HTML 33K
10: R1 Document and Entity Information HTML 104K
11: R2 Consolidated Balance Sheets HTML 144K
12: R3 Consolidated Balance Sheets (Parenthetical) HTML 37K
13: R4 Consolidated Statements of Income HTML 121K
14: R5 Consolidated Statements of Cash Flows HTML 110K
15: R6 Consolidated Statements of Equity and HTML 89K
Comprehensive Income
16: R7 Description of Business HTML 41K
17: R8 Significant Accounting Policies HTML 85K
18: R9 Prior Year Acquisitions HTML 37K
19: R10 Assets Held for Sale HTML 55K
20: R11 Receivables HTML 51K
21: R12 Inventories HTML 43K
22: R13 Property and Equipment HTML 60K
23: R14 Intangible Assets HTML 67K
24: R15 Goodwill HTML 40K
25: R16 Accrued Expenses And Other Long-term Liabilities HTML 96K
26: R17 Debt HTML 125K
27: R18 Interest Rate Swap Contracts HTML 61K
28: R19 Operating Leases HTML 107K
29: R20 Related Party Transactions HTML 56K
30: R21 Environmental Matters HTML 57K
31: R22 Commitments and Contingencies HTML 46K
32: R23 Fair Value Measurements HTML 39K
33: R24 Preferred Membership Interests HTML 46K
34: R25 Equity-Based Compensation HTML 87K
35: R26 Income Taxes HTML 141K
36: R27 Net Income Per Limited Partner Unit HTML 99K
37: R28 Segment Reporting HTML 146K
38: R29 Supplemental Cash Flow Information HTML 107K
39: R30 Subsequent Events HTML 37K
40: R31 Significant Accounting Policies (Policies) HTML 145K
41: R32 Assets Held for Sale (Tables) HTML 50K
42: R33 Receivables (Tables) HTML 50K
43: R34 Inventories (Tables) HTML 44K
44: R35 Property and Equipment (Tables) HTML 54K
45: R36 Intangible Assets (Tables) HTML 65K
46: R37 Goodwill (Tables) HTML 42K
47: R38 Accrued Expenses And Other Long-term Liabilities HTML 97K
(Tables)
48: R39 Debt (Tables) HTML 90K
49: R40 Interest Rate Swap Contracts (Tables) HTML 52K
50: R41 Operating Leases (Tables) HTML 99K
51: R42 Environmental Matters (Tables) HTML 51K
52: R43 Commitments and Contingencies (Tables) HTML 42K
53: R44 Equity-Based Compensation (Tables) HTML 74K
54: R45 Income Taxes (Tables) HTML 137K
55: R46 Net Income per Limited Partnership Unit (Tables) HTML 100K
56: R47 Segment Reporting (Tables) HTML 139K
57: R48 Supplemental Cash Flow Information (Tables) HTML 109K
58: R49 Description of Business - Additional Information HTML 35K
(Details)
59: R50 Significant Accounting Policies - Additional HTML 89K
Information (Details)
60: R51 Prior Year Acquisitions - Additional Information HTML 57K
(Details)
61: R52 Assets Held for Sale - Additional Information HTML 43K
(Details)
62: R53 Assets Held for Sale - Schedule of Assets Held for HTML 52K
Sale (Details)
63: R54 Receivables - Summary of Changes in Allowance for HTML 38K
Credit Losses (Details)
64: R55 Receivables - Additional Information (Details) HTML 33K
65: R56 Inventories - Schedule of Inventory (Details) HTML 36K
66: R57 Property and Equipment - Schedule of Property and HTML 50K
Equipment (Details)
67: R58 Property and Equipment - Additional Information HTML 48K
(Details)
68: R59 Intangible Assets - Schedule of Intangible Assets HTML 47K
(Details)
69: R60 Intangible Assets - Amortization Expense - HTML 45K
Additional Information (Details)
70: R61 Goodwill - Schedule of Goodwill (Details) HTML 41K
71: R62 Accrued Expenses And Other Long-term Liabilities - HTML 49K
Schedule of Accrued Expenses and Other Current
Liabilities (Detail)
72: R63 Accrued Expenses And Other Long-term Liabilities - HTML 43K
Schedule of Other Long-term Liabilities (Detail)
73: R64 Accrued Expenses And Other Long-term Liabilities - HTML 43K
Additional Information (Detail)
74: R65 Accrued Expenses And Other Long-term Liabilities - HTML 47K
Schedule of Rollforward of Our Asset Retirement
Obligation (Detail)
75: R66 Debt - Summary of Balances for Long-term Debt and HTML 61K
Finance Lease Obligations (Details)
76: R67 Debt - Schedule of Debt and Future Minimum Lease HTML 67K
Payments on Finance Lease Obligations (Details)
77: R68 Debt - Additional Information (Details) HTML 155K
78: R69 Interest Rate Swap Contracts - Additional HTML 63K
Information (Details)
79: R70 Interest Rate Swap Contracts - Summary of Interest HTML 59K
Rate Swap Contracts (Details)
80: R71 Interest Rate Swap Contracts - Summary of Interest HTML 34K
Rate Swap Contracts (Parentetical) (Details)
81: R72 Operating Leases - Additional Information HTML 59K
(Details)
82: R73 Operating Leases - Schedule of Lease Expense HTML 39K
(Details)
83: R74 Operating Leases - Summary of Future Minimum HTML 62K
Rental Payments Under Operating Leases (Details)
84: R75 Operating Leases - Schedule of Future Minimum HTML 47K
Rental Payments Under Non-Cancelable Operating
Leases (Details)
85: R76 Related Party Transactions - Additional HTML 89K
Information (Details)
86: R77 Environmental Matters - Schedule of Roll-forward HTML 49K
of Our Environmental Liabilities (Details)
87: R78 Environmental Matters - Additional Information HTML 32K
(Details)
88: R79 Commitments and Contingencies - Future Minimum HTML 43K
Volume Purchase Requirements (Details)
89: R80 Preferred Membership Interests - Additional HTML 70K
Information (Details)
90: R81 Equity-Based Compensation - Additional Information HTML 82K
(Details)
91: R82 Equity-Based Compensation - Summary of HTML 64K
Equity-Based Award Activity (Details)
92: R83 Income Taxes - Additional Information (Details) HTML 49K
93: R84 Income Taxes - Schedule of Components of Income HTML 50K
Tax Expense (Details)
94: R85 Income Taxes - Schedule of Difference Between HTML 53K
Actual Income Tax Provision and Income Taxes
(Details)
95: R86 Income Taxes - Components of Deferred Income Tax HTML 57K
Assets and Liabilities (Details)
96: R87 Income Taxes - Components of Deferred Income Tax HTML 34K
Assets and Liabilities (Parenthetical) (Details)
97: R88 Net Income Per Limited Partner Unit - HTML 56K
Reconciliation of Net Income and Weighted-Average
Units Used in Computing Basic and Diluted Net
Income Per Common Unit (Details)
98: R89 Net Income Per Limited Partner Unit - HTML 33K
Reconciliation of Net Income and Weighted-Average
Units Used in Computing Basic and Diluted Net
Income Per Common Unit (Parenthetical) (Details)
99: R90 Net Income Per Limited Partner Unit - Quarterly HTML 39K
Distributions Made to Limited Partner, by
Distribution (Details)
100: R91 Segment Reporting - Additional Information HTML 39K
(Details)
101: R92 Segment Reporting - Schedule of Reportable HTML 63K
Segments (Details)
102: R93 Segment Reporting - Summary of Receivables HTML 38K
Relating to Revenue Streams (Details)
103: R94 Supplemental Cash Flow Information - Changes in HTML 56K
Operating Assets and Liabilities (Details)
104: R95 Supplemental Cash Flow Information - Supplemental HTML 35K
Disclosure of Cash Flow Information (Details)
105: R96 Supplemental Cash Flow Information - Non-cash HTML 40K
Investing and Financing Activities (Details)
106: R97 Subsequent Events - Additional Information HTML 48K
(Details)
108: XML IDEA XML File -- Filing Summary XML 212K
111: XML XBRL Instance -- capl-20231231_htm XML 3.06M
107: EXCEL IDEA Workbook of Financial Report Info XLSX 210K
9: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 4.84M
Linkbases Document -- capl-20231231
109: JSON XBRL Instance as JSON Data -- MetaLinks 668± 1.07M
110: ZIP XBRL Zipped Folder -- 0000950170-24-020383-xbrl Zip 900K
| EX-97.1 |
Exhibit 97.1
CROSSAMERICA PARTNERS LP
CLAWBACK POLICY
The Board of Directors (the “Board”) of CrossAmerica GP LLC, the general partner of CrossAmerica Partners LP (the “Partnership”), believes that it is appropriate for the Partnership to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers (as defined in Section 1 below) of the Partnership and adopts this Policy to be effective as of the Effective Date (as defined in Section 1 below).
For purposes of this Policy, terms defined in the preamble have their assigned meanings, and the following terms have the meanings set forth below:
1
In the event of a Restatement, any Erroneously Awarded Compensation Received during the Lookback Period prior to the Restatement (a) that is then-outstanding but has not yet been paid shall be automatically and immediately forfeited and (b) that has been paid to any person shall be subject to reasonably prompt repayment to the Partnership Group in accordance with Section 3 of this Policy. The Board must pursue (and shall not have the discretion to waive) the forfeiture and/or repayment of such Erroneously Awarded Compensation in accordance with Section 3 of this Policy, except as provided below.
Notwithstanding the foregoing, the Board (or, the Committee, if applicable, or if the Board or the Committee is not responsible for the Partnership’s executive compensation decisions and composed entirely of independent directors, a majority of the independent directors serving on the Board) may determine not to pursue the forfeiture and/or recovery of Erroneously Awarded Compensation from any person if the Board determines that such forfeiture and/or recovery would be impracticable due to any of the following circumstances: (i) the direct expense paid to a third party (for example, reasonable legal expenses and consulting fees) to assist in enforcing the Policy would exceed the amount to be recovered (following reasonable attempts by the Partnership Group to recover such Erroneously Awarded Compensation, the documentation of such attempts, and the provision of such documentation to the NYSE), (ii) pursuing such recovery would violate the Partnership’s Home Country laws adopted prior to November 28, 2022 (provided that the Partnership obtains an opinion of Home Country counsel acceptable to the NYSE that recovery would result in such a violation and provides such opinion to the NYSE) or (iii) recovery would likely cause any otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of Partnership Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
In the event that the Board determines that any person shall repay any Erroneously Awarded Compensation, the Board shall provide written notice to such person by email or certified mail to the physical address on file with the Partnership Group for such person, and the person shall satisfy such repayment in a manner and on such terms as required by the Board, and the Partnership Group shall be entitled to set off the repayment amount against any amount owed to the person by the Partnership Group, to require the forfeiture of any award granted by the Partnership Group to the person, or to take any and all necessary actions to reasonably promptly recoup the repayment amount from the person, in each case, to the fullest extent permitted under applicable law, including without limitation, Section 409A of the U.S. Internal Revenue Code and the regulations and guidance thereunder. If the Board does not specify a repayment timing in the written notice described above, the applicable person shall be required to repay the Erroneously Awarded Compensation to the Partnership Group by wire, cash or cashier’s check no later than thirty (30) days after receipt of such notice.
No person shall be indemnified, insured or reimbursed by the Partnership Group in respect of any loss of compensation by such person in accordance with this Policy, nor shall any person receive any advancement of expenses for disputes related to any loss of compensation by such person in accordance with this Policy, and no person shall be paid or reimbursed by the Partnership Group for any premiums paid by such person for any third-party insurance policy covering potential recovery obligations under this Policy. For this purpose, the term “indemnification” includes any modification to current compensation arrangements or other means that would amount to de facto indemnification (for example, providing the person a new cash award which would be cancelled to effect the recovery of any Erroneously Awarded Compensation). In no event shall the Partnership Group be required to award any person an additional payment if any Restatement would result in a higher incentive compensation payment.
This Policy generally will be administered and interpreted by the Board (or the Committee, if applicable, in which case, all references herein to “Board” shall be deemed to refer to the Committee). Any determination by the Board with respect to this Policy shall be final, conclusive and binding on all interested parties. Any discretionary determinations of the Board under this Policy, if any, need not be uniform with respect to all persons, and may be made selectively amongst persons, whether or not such persons are similarly situated.
This Policy is intended to satisfy the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, and any related rules or regulations promulgated by the SEC or the NYSE, including any additional or new requirements that become effective after the Effective Date which upon effectiveness shall be deemed to automatically amend this Policy to the extent necessary to comply with such additional or new requirements.
The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to applicable law. The invalidity or unenforceability of any provision of this Policy shall not affect the validity or enforceability of any other provision of this Policy. Recoupment of Erroneously Awarded Compensation under this Policy is not dependent upon the Partnership Group satisfying any conditions in this Policy, including any requirements to provide applicable documentation to the NYSE.
The rights of the Partnership Group under this Policy to seek forfeiture or reimbursement are in addition to, and not in lieu of, the Policy on Executive Compensation in Restatement Situations, effective as of December 10, 2015 (solely to the extent not duplicative of this Policy) or any rights of recoupment or remedies or rights other than recoupment, that may be available to the Partnership Group pursuant to the terms of any law, government regulation or stock exchange listing requirement or any other policy, code of conduct, employee handbook, employment agreement, equity award agreement, or other plan or agreement of the Partnership Group.
To the extent permitted by, and in a manner consistent with applicable law, including SEC and NYSE rules, the Board may terminate, suspend or amend this Policy at any time in its discretion.
This Policy shall be binding and enforceable against all persons and their respective beneficiaries, heirs, executors, administrators or other legal representatives with respect to any Covered Compensation granted, vested or paid to or administered by such persons or entities.
* * * * *
CROSSAMERICA PARTNERS LP
CLAWBACK POLICY
ACKNOWLEDGMENT, CONSENT AND AGREEMENT
I acknowledge that I have received and reviewed a copy of the CrossAmerica Partners LP Clawback Policy (as may be amended from time to time, the “Policy”) and I have been given an opportunity to ask questions about the Policy and review it with my counsel. I knowingly, voluntarily and irrevocably consent to and agree to be bound by and subject to the Policy’s terms and conditions, including that I will return any Erroneously Awarded Compensation that is required to be repaid in accordance with the Policy. I further acknowledge, understand and agree that (i) the compensation that I receive, have received or may become entitled to receive from the Partnership Group is subject to the Policy, and the Policy may affect such compensation and (ii) I have no right to indemnification, insurance payments or other reimbursement by or from the Partnership Group for any compensation that is subject to recoupment and/or forfeiture under the Policy. Capitalized terms used but not defined herein have the meanings set forth in the Policy.
Signed: _________________________________________
Print Name: _________________________________________
Date: _________________________________________
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 2/27/24 | 8-K | ||
| Filed on: | 2/26/24 | 8-K | ||
| For Period end: | 12/31/23 | 4 | ||
| 10/2/23 | ||||
| 11/28/22 | ||||
| 12/10/15 | 4 | |||
| List all Filings | ||||