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 28, 2007
CHENIERE ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-16383 | 95-4352386 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer 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 5.02. | Departure of Directors or Certain Officers; Election of Directors Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amendment of Outstanding Non-Qualified Stock Options
On March 28, 2007, the Section 162(m) Subcommittee of the Compensation Committee of the Board of Directors of Cheniere Energy, Inc. (the “Company”) approved an amendment to certain outstanding non-qualified stock options (the “Options”). Each amendment was evidenced by an agreement substantially in the form of Amendment to Non-Qualified Stock Option Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. Previously, the terms of the Options provided that, upon termination of employment for any reason, all Options not then vested would not vest and would be forfeited back to the Company. The Options were amended to provide for accelerated vesting in the event of (i) the death or disability of a participant or (ii) termination of a participant within one year of a change of control. The following Options were amended:
| Name |
No. of Shares Subject to Option |
Date of Grant | ||
| Charif Souki |
900,000 | March 14, 2005 | ||
| Charif Souki |
300,000 | March 10, 2006 | ||
| Stanley C. Horton |
600,000 | April 18, 2005 | ||
| Jonathon S. Gross |
200,000 | July 28, 2005 | ||
| Zurab S. Kobiashvili |
200,000 | July 27, 2005 | ||
| Keith M. Meyer |
200,000 | July 28, 2005 | ||
| Don A. Turkleson |
200,000 | July 27, 2005 |
| Item 9.01 | Financial Statements and Exhibits. |
d) Exhibits
| Exhibit |
Description | |
| 10.1 |
Form of Amendment to Non-Qualified Stock Option Agreement (filed 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.
| CHENIERE ENERGY, INC. | ||||||||
| Date: April 3, 2007 |
By: | /s/ Don A. Turkleson |
||||||
| Name: | Don A. Turkleson | |||||||
| Title: | Senior Vice President and Chief Financial Officer |
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EXHIBIT INDEX
| Exhibit |
Description | |
| 10.1 |
Form of Amendment to Non-Qualified Stock Option Agreement (filed herewith) |