================================================================================ 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): March 10, 2006 CHENIERE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 1-16383 95-4352386 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 717 Texas Avenue Suite 3100 Houston, Texas 77002 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 659-1361 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 (see General Instruction A.2. below): |_| 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 13e-4(c) 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)) ================================================================================ Item 1.01 Entry into a Material Definitive Agreement On March 10, 2006, the Compensation Committee (the "Committee") of the Board of Directors of Cheniere Energy, Inc. (the "Company") granted to Charif Souki, Chairman and Chief Executive Officer of the Company, non-qualified stock options (the "Stock Options") to acquire 300,000 shares of Company common stock, $.003 par value (the "Common Stock"). The exercise price of the Stock Options is $90.00 per share. These Stock Options vest 100,000 on each of March 10, 2010, 2011 and 2012. The Stock Options were granted pursuant to the Company's 2003 Stock Incentive Plan, as amended. The option grant was evidenced by an option agreement substantially in the Form of Non-Qualified Stock Option Grant, which was filed as Exhibit 10.11 to the Company's Form 10-K, filed on March 10, 2005, and is incorporated herein. 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: March 14, 2006 By: /s/ Don A. Turkleson -------------------------------- Name: Don A. Turkleson Title: Senior Vice President and Chief Financial Officer