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): May 16, 2019
image0a83.jpg
CHENIERE ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-16383
95-4352386
(State or other jurisdiction
 of incorporation)
(Commission
File Number)
(I.R.S. Employer
 Identification No.)
 
 
 
700 Milam Street
Suite 1900
Houston, Texas
 
77002
(Address of principal executive offices)
 
(Zip Code)
 
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:
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))
Securities registered pursuant to Section 12(b) of the Act: 
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $ 0.003 par value
LNG
NYSE American
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 
 
 
 
 




Item 5.07    
Submission of Matters to a Vote of Security Holders.

Cheniere Energy, Inc. (the “Company”) held its 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”) on May 16, 2019. There were 233,241,282 shares of the Company's common stock present or represented by proxy at the 2019 Annual Meeting. This represented approximately 91% of the Company's shares of common stock outstanding as of the record date of the 2019 Annual Meeting. Three proposals, as described in the Company's Proxy Statement dated April 15, 2019 (the “2019 Proxy Statement”), were voted upon at the 2019 Annual Meeting. The following is a brief description of the matters voted upon and the final voting results.
 
ITEM 1:
ELECTION OF DIRECTORS
 
 
 
Director
Number of Votes
For
Number of Votes Against
Number of Abstentions
Number of Broker
Non-Votes
G. Andrea Botta
206,841,036
3,254,319
146,479
22,999,448
Jack A. Fusco
209,173,903
996,389
71,542
22,999,448
Vicky A. Bailey
204,682,810
5,482,294
76,730
22,999,448
Nuno Brandolini
202,808,390
7,367,338
66,106
22,999,448
David I. Foley
208,464,548
1,706,427
70,859
22,999,448
David B. Kilpatrick
202,586,887
7,586,164
68,783
22,999,448
Andrew Langham
204,793,304
5,373,903
74,627
22,999,448
Courtney R. Mather
171,427,170
38,740,438
74,226
22,999,448
Donald F. Robillard, Jr.
209,742,272
424,987
74,575
22,999,448
Neal A. Shear
204,734,924
5,443,765
63,145
22,999,448

Each of the director nominees was elected as a director to serve for a one-year term until the 2020 annual meeting of shareholders or until his or her successor is duly elected and qualified.

ITEM 2:
ADVISORY AND NON-BINDING VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS FOR 2018
 
 
 
 
 
 
Number of Votes For
Number of Votes Against
Number of Abstentions
Number of Broker Non-Votes
 
162,641,445
47,426,570
173,819
22,999,448

In an advisory and non-binding vote, the shareholders approved the compensation paid for 2018 to the Company's named executive officers, as disclosed in the 2019 Proxy Statement.

ITEM 3:
RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019
 
 
 
 
 
 
Number of Votes For
Number of Votes Against
Number of Abstentions
Number of Broker Non-Votes
 
231,332,000
1,798,696
110,586
—

The shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2019.





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.
 
 
 
 
CHENIERE ENERGY, INC.
 
Date:
May 21, 2019
 
By:
/s/ Michael J. Wortley
 
 
 
 
Name:
Michael J. Wortley
 
 
 
 
 
Title:
Executive Vice President and
 
 
 
 
 
 
Chief Financial Officer