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
Number

  

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

 


EXHIBIT INDEX

 

Exhibit
Number

  

Description

10.1

   Form of Amendment to Non-Qualified Stock Option Agreement (filed herewith)