Document


 
 
 
 
 


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): June 2, 2016
CHENIERE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware
001-16383
95-4352386
(State or other jurisdiction
 of incorporation)
(Commission
File Number)
(I.R.S. Employer
 Identification No.)
 
 
 
700 Milam Street, Suite 1900
Houston, Texas
77002
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code: (713) 375-5000

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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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.

On June 2, 2016, the Board of Directors (the “Board”) of Cheniere Energy, Inc. (the “Company”) appointed Jack A. Fusco, the President and Chief Executive Officer of the Company, as a member of the Board.

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

The Company held its annual meeting of shareholders on June 2, 2016, with 204,131,500 shares of the Company's common stock present or represented by proxy at the meeting. This represented approximately 87% of the Company's shares of common stock outstanding as of the record date of the meeting. Three proposals, as described in the Company's Proxy Statement dated April 21, 2016 (the “2016 Proxy Statement”), were voted upon at the meeting. The following is a brief description of the matters voted upon and the final voting results.
 
ITEM 1:
ELECTION OF DIRECTORS
 
 
 
Director
Number of Votes
For
Number of Votes Withheld
Number of Abstentions
Number of Broker
Non-Votes
G. Andrea Botta
175,396,247
3,982,846
881,813
23,870,594
Neal A. Shear
175,466,604
3,923,633
870,669
23,870,594
Vicky A. Bailey
163,681,207
15,825,836
753,863
23,870,594
Nuno Brandolini
159,927,801
19,568,063
765,042
23,870,594
Jonathan Christodoro
158,645,208
20,592,626
1,023,072
23,870,594
David I. Foley
175,444,707
3,932,358
883,841
23,870,594
David B. Kilpatrick
162,671,705
16,827,801
761,400
23,870,594
Samuel Merksamer
167,763,474
11,477,462
1,019,970
23,870,594
Donald F. Robillard, Jr.
175,287,255
3,717,671
1,255,980
23,870,594
Heather R. Zichal
162,867,645
16,308,393
1,084,868
23,870,594

Each of the nominated directors was elected as a director to serve for a one-year term until the 2017 annual meeting of shareholders or until his or her successor is duly elected and qualified.

ITEM 2:
ADVISORY AND NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION FOR 2015
 
 
 
 
 
 
Number of Votes For
Number of Votes Against
Number of Abstentions
Number of Broker Non-Votes
 
149,602,577
29,947,922
710,407
23,870,594

In an advisory and non-binding vote, the shareholders approved the compensation paid for 2015 to the Company's executive officers named in the Summary Compensation Table, as disclosed in the 2016 Proxy Statement.

ITEM 3:
RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 
 
 
Number of Votes For
Number of Votes Against
Number of Abstentions
Number of Broker Non-Votes
 
203,070,491
421,524
639,485

The shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016. 







Item 7.01 Regulation FD Disclosure.
A copy of a press release announcing the matters referenced in Item 5.02 and Item 5.07 is furnished with this Current Report on Form 8-K as Exhibit 99.1.
The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit                
Number
Description

99.1*
Press Release, dated June 6, 2016.
_______________
*Furnished 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:
June 6, 2016
 
By:
/s/ Michael J. Wortley
 
 
 
 
Name:
Michael J. Wortley
 
 
 
 
 
Title:
Senior Vice President and
 
 
 
 
 
 
Chief Financial Officer
 
 






EXHIBIT INDEX

Exhibit
Number
Description

99.1*
Press Release, dated June 6, 2016.
_______________
*Furnished herewith.