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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): November 13, 2024
(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.) |
845 Texas Avenue, Suite 1250
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 375-5000
(Registrant’s telephone number, including area code)
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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 |
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 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On November 13, 2024, the Board of Directors of Cheniere Energy, Inc. (the “Company”) adopted and approved certain amendments, to be effective January 2, 2025, to the Company’s Code of Business Conduct and Ethics (the “Code”). The changes to the Code, among other things: (i) clarified and revised provisions relating to gifts and entertainment, insider trading, conflicts of interest, and protection of Company assets and information, including the use of artificial intelligence, (ii) added provisions relating to whistleblower protections and other protected activity, and (iii) updated other administrative and non-substantive matters.
The foregoing summary of the amendments to the Code does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Code, which is filed as Exhibit 14.1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Code is also available on the Company’s website at www.cheniere.com.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
| Exhibit No. | | Description |
| 14.1* | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
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: | November 19, 2024 | | By: | /s/ Zach Davis | |
| | | | Name: | Zach Davis | |
| | | | Title: | Executive Vice President and | |
| | | | | Chief Financial Officer | |
