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):  February 19, 2015

EXTERRAN PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (281) 836-7000

Not Applicable
Former name or former address, if changed since last report

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:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Adoption of Incentive Program for 2015

On February 19, 2015, the compensation committee of the board of directors of Exterran Holdings, Inc. (the “Exterran Holdings compensation committee”) adopted a short-term incentive program (the “2015 Incentive Program”) to provide the short-term cash incentive compensation element of Exterran Holdings’ and our total direct compensation program for this year.  The Exterran Holdings compensation committee set the cash incentive target under the 2015 Incentive Program for each of the following individuals, our named executive officers (the “Named Executive Officers”), as a specified percentage of his base salary:

Each Named Executive Officer’s potential cash incentive payout ranges from 0% to 200% of his target, as may be adjusted by the Exterran Holdings compensation committee in its discretion.  In addition, the Exterran Holdings compensation committee has the discretion to increase each individual’s actual bonus payment above 200% of his target.

Actual payouts under the 2015 Incentive Program will be based on the Exterran Holdings compensation committee’s assessment of Exterran Holdings’ performance for 2015 relative to one or more of the following performance indicators, as well as such other factors or criteria that the Exterran Holdings compensation committee in its discretion deems appropriate:

·                  Financial and operational performance, including EBITDA, as adjusted;

·                  Safety, to be assessed by specific corporate, regional and group metrics, including the incident rate for recordable injuries;

·                  Service quality, to be assessed by various regional and group metrics for measuring and enhancing customer service, including equipment service availability; and

·                  People, to be assessed by successful implementation of various regional and group initiatives intended to optimize and enhance company culture.

The Exterran Holdings compensation committee intends to award performance-based short-term incentive compensation under the 2015 Incentive Program based on its assessment of: (1) for all Named Executive Officers, overall Exterran Holdings company financial and operating performance, including EBITDA, as adjusted, (2) for each Named Executive Officer other than Messrs. Childers, each officer’s operating unit performance relative to the performance indicators, (3) each Named Executive Officer’s individual contribution toward Exterran Holdings’ company and/or operating unit performance, including his demonstrated leadership and implementation of Exterran Holdings’ business strategy, (4)  the recommendations of our Chief Executive Officer (other than with respect to himself), and (5) any other factors or criteria that the Exterran Holdings compensation committee may choose to consider, in its discretion. No specific weight will be given to any of these factors. The Exterran Holdings compensation committee has reserved the right to modify the list of performance indicators, as well as target levels of one or more of these indicators, in its discretion based on internal and external developments during the course of 2015.

2

Notwithstanding the foregoing, if Exterran Holdings completes the proposed spin-off of its international services and global fabrication businesses into a separate, publicly traded company (the “Transaction”) during 2015, then the Exterran Holdings compensation committee may, in its discretion, (a) assess Exterran Holdings’ company and operating unit performance based solely on the performance of Exterran Holdings and its affiliates during 2015 prior to the closing of the Transaction or (b) take into account the performance of Exterran Holdings and its affiliates during 2015 both prior to and after the closing of the Transaction.

Pursuant to the terms of an omnibus agreement between us, our general partner, Exterran Holdings and others (the “Omnibus Agreement”), we will reimburse Exterran Holdings for that portion of our Named Executive Officers’ compensation, including any 2015 short-term incentive compensation awarded under the 2015 Incentive Program, allocated to us.

3

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.

4