a02911.htm
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) May 6, 2011


Commission
File Number
Registrant, State of Incorporation,
Address and Telephone Number
 
I.R.S. Employer
Identification No.
1-11299
ENTERGY CORPORATION
(a Delaware corporation)
639 Loyola Avenue
New Orleans, Louisiana  70113
Telephone (504) 576-4000
72-1229752



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.):

 
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
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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))





Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Entergy Corporation (“Entergy”) held its 2011 Annual Meeting of Shareholders (“Annual Meeting”) on May 6, 2011 in The Woodlands, Texas.  At the Annual Meeting, Entergy’s shareholders, upon the recommendation of the Board of Directors, approved the 2011 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries (the “Plan”).  The Plan authorizes the Personnel Committee of the Board of Directors to provide equity-based compensation of up to 5,500,000 shares of Entergy’s common stock in the form of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance shares or performance units.  Our directors, officers and other employees are eligible to receive awards under the Plan.

The Plan provides for a double trigger (instead of single trigger) accelerated vesting following a change in control, establishment of minimum vesting periods for all awards (three years for service-based vesting and one year for performance-based vesting, subject to limited exceptions) and a requirement that all awards are subject to the “clawback” policy adopted by our Board of Directors.  It also provides that no underwater stock options or SARs will be repriced without shareholder approval and that no stock options or SARs will be granted with an exercise price less than the fair market value of our common stock on the date of grant. This summary of the Plan is qualified in its entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. A more detailed summary of the Plan can be found in Entergy’s definitive proxy statement for the Annual Meeting (the “Proxy Statement”), which was filed with the Securities and Exchange Commission (“SEC”) on March 24, 2011.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The matters that were submitted to our shareholders for approval at the Annual Meeting and the voting results with respect to each matter are set forth below.  The proposals related to each matter are described in detail in Entergy’s Proxy Statement.
 
Proposal 1
Entergy’s shareholders elected eleven directors to serve until the next annual meeting with the following vote:

Nominee
Voted For
Voted Against
Abstentions
Broker Non-Votes
Maureen S. Bateman
127,906,858
1,239,387
288,899
14,725,119
Gary W. Edwards
128,216,525
929,888
288,731
14,725,119
Alexis M. Herman
126,201,119
2,915,895
318,130
14,725,119
Donald C. Hintz
128,559,250
583,103
292,791
14,725,119
J. Wayne Leonard
124,955,078
4,180,033
300,033
14,725,119
Stuart L. Levenick
128,587,203
516,653
331,288
14,725,119
Blanche L. Lincoln
128,489,305
656,129
289,710
14,725,119
Stewart C. Myers
128,194,761
949,722
290,661
14,725,119
William A. Percy, II
128,218,163
918,591
298,390
14,725,119
W.J. “Billy” Tauzin
127,982,835
1,156,330
295,979
14,725,119
Steven V. Wilkinson
128,589,023
550,310
295,811
14,725,119

 
Proposal 2
Entergy’s shareholders ratified the selection of Deloitte & Touche as our independent registered public accountants for 2011 as set forth below:

Voted For
Voted Against
Abstentions
142,726,877
1,159,940
273,446

Proposal 3

Entergy’s shareholders approved the advisory vote on executive compensation as set forth below:

Voted For
Voted Against
Abstentions
Broker Non-Votes
124,818,798
4,069,516
546,830
14,725,119

Proposal 4
In the advisory vote on the frequency of future shareholder advisory votes on Entergy’s executive compensation, votes were cast in favor of holding future advisory votes every year, every two years or every three years as follows:

One Year
Two Years
Three Years
Abstentions
107,548,728
1,158,362
20,243,965
484,089

In accordance with the results of this advisory vote, Entergy intends to hold future advisory votes on the compensation of its named executive officers (or “say on pay”) annually until it next holds an advisory vote on the frequency of say-on-pay votes as required under SEC rules.
 
Proposal 5

Entergy’s shareholders approved the 2011 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries as set forth below:

Voted For
Voted Against
Abstentions
Broker Non-Votes
117,054,684
11,807,616
572,844
14,725,119


 
Item 9.01 Financial Statements and Exhibits.
 
 
(d)  Exhibits.
 
Exhibit No.
Description
99.1
2011 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries, filed as Annex A to Entergy’s Definitive Proxy Statement filed with the SEC on March 24, 2011 and incorporated herein by reference

 

 
SIGNATURE


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.

 
Entergy Corporation
 
 
 
 
By: /s/ Robert D. Sloan   
 
Robert D. Sloan
Executive Vice President, General Counsel and Secretary
 
 
   
   
Dated:  May 11, 2011