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 30, 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.

2007 Performance Awards

On March 30, 2007, the Section 162(m) Subcommittee (the “Subcommittee”) of the Compensation Committee (the “Committee”) of the Board of Directors of Cheniere Energy, Inc. (the “Company”) established the 2007 performance goals, performance period and the maximum pay-outs for certain of the Company’s executive officers upon achievement of the 2007 performance goals. The Company must achieve a minimum increase in the Company’s total stockholder return from January 1, 2007 through December 31, 2007 in order for such executive officers to receive a performance bonus. The table below sets forth the maximum number of shares of phantom stock which such executive officers may receive in the event the performance goals are met or exceeded. A share of phantom stock is the right to receive a share of Company common stock or cash in an amount equal to a share of Company common stock, as determined by the Subcommittee at the time the award is made. A summary of the 2007 performance bonus plan is attached hereto as Exhibit 10.1 and incorporated herein by reference. All payments, if any, with respect to the phantom stock shall be made on or before March 15, 2008.

2007 Performance Awards

 

Covered Employee

  

Maximum Number of Shares

of Phantom Stock (1)

Charif Souki

   500,000
Stanley C. Horton    500,000
Jean Abiteboul    500,000
David B. Gorte    500,000
Jonathan Gross    500,000
Zurab S. Kobiashvili    500,000
Keith M. Meyer    500,000
Don A. Turkleson    500,000
Walter L. Williams    500,000

(1)

Notwithstanding the number of shares listed herein, the maximum number of shares of phantom stock awarded to any covered employee shall not exceed the maximum award permitted under the Company’s Amended and Restated 2003 Stock Incentive Plan, taking into account any other awards granted to such covered employee during the calendar year.


Item 9.01 Financial Statements and Exhibits.

d) Exhibits

 

Exhibit

Number

 

Description

10.1   Summary of 2007 Performance Bonus Plan (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 5, 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   Summary of 2007 Performance Bonus Plan (filed herewith)