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): June 2, 2016
(Exact name of registrant as specified in its charter)
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Delaware | 001-16383 | 95-4352386 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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700 Milam Street, Suite 1900 Houston, Texas | 77002 |
(Address of principal executive offices) | (Zip Code) |
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Registrant's telephone number, including area code: (713) 375-5000 |
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:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 2, 2016, the Board of Directors (the “Board”) of Cheniere Energy, Inc. (the “Company”) appointed Jack A. Fusco, the President and Chief Executive Officer of the Company, as a member of the Board.
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Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its annual meeting of shareholders on June 2, 2016, with 204,131,500 shares of the Company's common stock present or represented by proxy at the meeting. This represented approximately 87% of the Company's shares of common stock outstanding as of the record date of the meeting. Three proposals, as described in the Company's Proxy Statement dated April 21, 2016 (the “2016 Proxy Statement”), were voted upon at the meeting. The following is a brief description of the matters voted upon and the final voting results.
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ITEM 1: | ELECTION OF DIRECTORS | |
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Director | Number of Votes For | Number of Votes Withheld | Number of Abstentions | Number of Broker Non-Votes |
G. Andrea Botta | 175,396,247 | 3,982,846 | 881,813 | 23,870,594 |
Neal A. Shear | 175,466,604 | 3,923,633 | 870,669 | 23,870,594 |
Vicky A. Bailey | 163,681,207 | 15,825,836 | 753,863 | 23,870,594 |
Nuno Brandolini | 159,927,801 | 19,568,063 | 765,042 | 23,870,594 |
Jonathan Christodoro | 158,645,208 | 20,592,626 | 1,023,072 | 23,870,594 |
David I. Foley | 175,444,707 | 3,932,358 | 883,841 | 23,870,594 |
David B. Kilpatrick | 162,671,705 | 16,827,801 | 761,400 | 23,870,594 |
Samuel Merksamer | 167,763,474 | 11,477,462 | 1,019,970 | 23,870,594 |
Donald F. Robillard, Jr. | 175,287,255 | 3,717,671 | 1,255,980 | 23,870,594 |
Heather R. Zichal | 162,867,645 | 16,308,393 | 1,084,868 | 23,870,594 |
Each of the nominated directors was elected as a director to serve for a one-year term until the 2017 annual meeting of shareholders or until his or her successor is duly elected and qualified.
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ITEM 2: | ADVISORY AND NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION FOR 2015 |
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| Number of Votes For | Number of Votes Against | Number of Abstentions | Number of Broker Non-Votes |
| 149,602,577 | 29,947,922 | 710,407 | 23,870,594 |
In an advisory and non-binding vote, the shareholders approved the compensation paid for 2015 to the Company's executive officers named in the Summary Compensation Table, as disclosed in the 2016 Proxy Statement.
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ITEM 3: | RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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| Number of Votes For | Number of Votes Against | Number of Abstentions | Number of Broker Non-Votes |
| 203,070,491 | 421,524 | 639,485 | — |
The shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016.
Item 7.01 Regulation FD Disclosure.
A copy of a press release announcing the matters referenced in Item 5.02 and Item 5.07 is furnished with this Current Report on Form 8-K as Exhibit 99.1.
The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
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99.1* | Press Release, dated June 6, 2016. |
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*Furnished herewith.
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.
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| | | | CHENIERE ENERGY, INC. | |
Date: | June 6, 2016 | | By: | /s/ Michael J. Wortley | |
| | | Name: | Michael J. Wortley | | |
| | | Title: | Senior Vice President and | | |
| | | | Chief Financial Officer | | |
EXHIBIT INDEX
Exhibit
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99.1* | Press Release, dated June 6, 2016. |
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*Furnished herewith.
