================================================================================
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): December 8, 2005
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 Nunber 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 December 8, 2005, the Board of Directors (the "Board") of Cheniere
Energy, Inc. (the "Company") compensated each non-employee director of the
Company for the period from May 2005 through May 2006 in the amount of $100,000,
payable in shares of the Company's restricted stock. An additional payment of
$20,000 in the form of restricted stock was approved for the chairman of the
Audit Committee and the chairman of the Compensation Committee. The number of
shares of restricted stock issued was determined based on the closing price of
the Company's common stock as reported on the American Stock Exchange on
December 8, 2005, discounted by 25%. Vesting will occur for one-third of the
shares on each anniversary of the date of grant beginning on December 8, 2006. A
summary of the compensation paid to non-employee directors in the form of
restricted stock is attached hereto as Exhibit 10.1, which is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
c) Exhibits
Exhibit
Number Description
------- -----------
10.1 Summary of Compensation to Non-Employee Directors
(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: December 14, 2005 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 Compensation to Non-Employee Directors
(filed herewith)