CALPINE CORPORATION (NYSE:CPN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
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ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR
BYLAWS; CHANGE IN FISCAL YEAR |
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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS |
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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EXHIBIT INDEX
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ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On May 10, 2017, as detailed below under Item 5.07, the
shareholders of Calpine Corporation (the Company) at the annual
meeting of shareholders (the Annual Meeting) voted to approve the
adoption of the Calpine Corporation 2017 Equity Incentive Plan
(the 2017 Equity Incentive Plan) and the Calpine Corporation 2017
Equity Compensation Plan for Non-Employee Directors (the 2017
Director Plan). As more fully described in the Companys proxy
statement relating to the Annual Meeting, the Board of Directors
of the Company adopted each of the 2017 Equity Incentive Plan and
the 2017 Director Plan on February 15, 2017, subject to the
approval of the Companys shareholders at the Annual Meeting.
shareholders of Calpine Corporation (the Company) at the annual
meeting of shareholders (the Annual Meeting) voted to approve the
adoption of the Calpine Corporation 2017 Equity Incentive Plan
(the 2017 Equity Incentive Plan) and the Calpine Corporation 2017
Equity Compensation Plan for Non-Employee Directors (the 2017
Director Plan). As more fully described in the Companys proxy
statement relating to the Annual Meeting, the Board of Directors
of the Company adopted each of the 2017 Equity Incentive Plan and
the 2017 Director Plan on February 15, 2017, subject to the
approval of the Companys shareholders at the Annual Meeting.
Upon approval by the Companys shareholders at the Annual Meeting,
the 2017 Equity Incentive Plan became effective and replaced the
Companys 2008 Equity Incentive Plan. The 2017 Equity Incentive
Plan provides for grant of equity-based awards to certain
eligible executives, employees and consultants of the Company and
its affiliates and provides for issuance of 23,000,000 newly
authorized shares plus an additional approximately 387,615 shares
representing shares that have been approved by the Companys
shareholders for issuance under the 2008 Equity Incentive Plan,
but which have not been awarded under the 2008 Equity Incentive
Plan (or which have been awarded, but will not be issued due to
expiration, forfeiture, cancellation, settlement in cash in lieu
of shares or otherwise). The 2017 Equity Incentive Plan will
continue in effect until 2027 unless earlier terminated by the
Board of Directors of the Company or the Compensation Committee.
the 2017 Equity Incentive Plan became effective and replaced the
Companys 2008 Equity Incentive Plan. The 2017 Equity Incentive
Plan provides for grant of equity-based awards to certain
eligible executives, employees and consultants of the Company and
its affiliates and provides for issuance of 23,000,000 newly
authorized shares plus an additional approximately 387,615 shares
representing shares that have been approved by the Companys
shareholders for issuance under the 2008 Equity Incentive Plan,
but which have not been awarded under the 2008 Equity Incentive
Plan (or which have been awarded, but will not be issued due to
expiration, forfeiture, cancellation, settlement in cash in lieu
of shares or otherwise). The 2017 Equity Incentive Plan will
continue in effect until 2027 unless earlier terminated by the
Board of Directors of the Company or the Compensation Committee.
Upon approval by the Companys shareholders at the Annual Meeting,
the 2017 Director Plan will become effective as of May 11, 2017,
will replace the Companys 2008 Amended and Restated Director
Incentive Plan, and will continue in effect until 2027 unless
earlier terminated by the Board of Directors of the Company.
Effective as of May 10, 2017, the 2008 Director Plan terminated.
The 2017 Director Plan provides for issuance of 300,000 newly
authorized shares and authorizes the Companys Board of Directors
to grant equity-based awards to non-employee directors.
the 2017 Director Plan will become effective as of May 11, 2017,
will replace the Companys 2008 Amended and Restated Director
Incentive Plan, and will continue in effect until 2027 unless
earlier terminated by the Board of Directors of the Company.
Effective as of May 10, 2017, the 2008 Director Plan terminated.
The 2017 Director Plan provides for issuance of 300,000 newly
authorized shares and authorizes the Companys Board of Directors
to grant equity-based awards to non-employee directors.
A brief summary of each of the 2017 Equity Incentive Plan and the
2017 Director Plan is included under Proposal 5 and Proposal 6,
respectively, in the Companys proxy statement relating to the
Annual Meeting. The foregoing summary is qualified in its
entirety by reference to the complete copy of the 2017 Equity
Incentive Plan and the 2017 Director Plan, attached hereto as
Exhibit 10.1 and 10.2, respectively, and incorporated by
reference herein.
2017 Director Plan is included under Proposal 5 and Proposal 6,
respectively, in the Companys proxy statement relating to the
Annual Meeting. The foregoing summary is qualified in its
entirety by reference to the complete copy of the 2017 Equity
Incentive Plan and the 2017 Director Plan, attached hereto as
Exhibit 10.1 and 10.2, respectively, and incorporated by
reference herein.
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ITEM 5.03
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AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE
IN FISCAL YEAR |
On May 10, 2017, as detailed below under Item 5.07, the
shareholders of the Company voted to approve certain amendments
to the Companys bylaws to adopt proxy access and to implement
conforming revisions to related procedures for shareholders to
nominate directors or propose other matters for consideration at
shareholder meetings. The amended and rested bylaws became
effective on May 10, 2017, immediately upon the approval by the
Companys shareholders. The foregoing summary is qualified in its
entirety by reference to the complete copy of the amended and
restated bylaws of Calpine Corporation, which is attached as
Exhibit 3.1 to this report and incorporated herein by reference.
shareholders of the Company voted to approve certain amendments
to the Companys bylaws to adopt proxy access and to implement
conforming revisions to related procedures for shareholders to
nominate directors or propose other matters for consideration at
shareholder meetings. The amended and rested bylaws became
effective on May 10, 2017, immediately upon the approval by the
Companys shareholders. The foregoing summary is qualified in its
entirety by reference to the complete copy of the amended and
restated bylaws of Calpine Corporation, which is attached as
Exhibit 3.1 to this report and incorporated herein by reference.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting was held on May 10, 2017. There were
361,008,055 shares of common stock entitled to be voted, and
319,546,383 shares present in person or represented by proxy at
the Annual Meeting. Eight items of business were acted upon by
shareholders at the Annual Meeting: (1) the election of nine
directors nominated by the Board to serve until the 2018 annual
meeting of shareholders and until their successors are elected
and duly qualified, (2) ratification of the appointment of
PricewaterhouseCoopers LLP as the Company’s independent
registered public accounting firm for the fiscal year ending
December 31, 2017, (3) approval, on an advisory basis, of named
executive officer compensation, (4) approval, on an advisory
basis, of the frequency of future advisory votes on named
executive officer compensation, (5) approval of the 2017 Equity
Incentive Plan, (6) approval of the 2017 Director Plan, (7)
amendment and restatement of the Companys bylaws, and (8) vote on
a shareholder proposal regarding lobbying activities and
expenditures.
361,008,055 shares of common stock entitled to be voted, and
319,546,383 shares present in person or represented by proxy at
the Annual Meeting. Eight items of business were acted upon by
shareholders at the Annual Meeting: (1) the election of nine
directors nominated by the Board to serve until the 2018 annual
meeting of shareholders and until their successors are elected
and duly qualified, (2) ratification of the appointment of
PricewaterhouseCoopers LLP as the Company’s independent
registered public accounting firm for the fiscal year ending
December 31, 2017, (3) approval, on an advisory basis, of named
executive officer compensation, (4) approval, on an advisory
basis, of the frequency of future advisory votes on named
executive officer compensation, (5) approval of the 2017 Equity
Incentive Plan, (6) approval of the 2017 Director Plan, (7)
amendment and restatement of the Companys bylaws, and (8) vote on
a shareholder proposal regarding lobbying activities and
expenditures.
(b) The voting results are as follows:
Proposal 1 Election of Directors
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Broker
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Names
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For
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Against
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Abstentions
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Non-Votes
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Mary L. Brlas
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286,232,942
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600,818
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1,156,707
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31,555,916
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Frank Cassidy
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283,767,347
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2,973,530
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1,249,590
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31,555,916
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Jack A. Fusco
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285,740,310
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1,008,511
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1,241,646
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31,555,916
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John B. (Thad) Hill III
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285,109,041
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1,047,025
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1,834,401
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31,555,916
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Michael W. Hofmann
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284,388,156
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2,356,759
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1,245,552
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31,555,916
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David C. Merritt
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284,159,560
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2,562,787
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1,268,120
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31,555,916
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W. Benjamin Moreland
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264,668,657
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22,076,787
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1,245,023
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31,555,916
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Robert A. Mosbacher, Jr.
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283,847,179
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2,892,908
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1,250,380
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31,555,916
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Denise M. O’Leary
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284,290,343
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2,546,815
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1,153,309
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31,555,916
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Proposal 2 To Ratify the Selection of PricewaterhouseCoopers
LLP as the Companys Independent Registered Public Accounting
Firm for the Year Ending December 31, 2017
LLP as the Companys Independent Registered Public Accounting
Firm for the Year Ending December 31, 2017
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For
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316,473,092
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Against
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1,917,921
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Abstentions
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1,155,370
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Broker Non-Votes
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Proposal 3 To Approve, on an Advisory Basis, Named Executive
Officer Compensation
Officer Compensation
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For
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277,364,560
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Against
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9,363,907
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Abstentions
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1,262,000
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Broker Non-Votes
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31,555,916
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Proposal 4 To Approve, on an Advisory Basis, the Frequency of
Future Advisory Votes on Named Executive Officer Compensation
Future Advisory Votes on Named Executive Officer Compensation
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One Year
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269,346,337
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Two Years
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689,684
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Three Years
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16,746,608
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Abstentions
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1,207,838
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Broker Non-Votes
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31,555,916
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Proposal 5 To Approve the Calpine Corporation 2017 Equity
Incentive Plan
Incentive Plan
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For
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262,495,225
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Against
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25,274,276
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Abstentions
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220,966
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Broker Non-Votes
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31,555,916
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Proposal 6 To Approve the Calpine Corporation 2017 Equity
Compensation Plan for Non-Employee Directors
Compensation Plan for Non-Employee Directors
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For
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265,059,519
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Against
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22,697,093
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Abstentions
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233,855
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Broker Non-Votes
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31,555,916
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Proposal 7 To Amend and Restate the Company’s Bylaws to
Adopt Proxy Access>and to Implement Conforming Revisions
to Related Procedures for Shareholders to Nominate Directors
or Propose Other Matters for Consideration at Shareholder
Meetings
Adopt Proxy Access>and to Implement Conforming Revisions
to Related Procedures for Shareholders to Nominate Directors
or Propose Other Matters for Consideration at Shareholder
Meetings
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For
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285,900,515
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Against
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774,084
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Abstentions
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1,315,868
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Broker Non-Votes
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31,555,916
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Proposal 8 Shareholder Proposal Regarding Annual Report on
Lobbying Activities and Expenditures
Lobbying Activities and Expenditures
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For
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77,987,649
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Against
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205,765,164
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Abstentions
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4,237,654
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Broker Non-Votes
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31,555,916
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit No.
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Description
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3.1
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Amended and Restated Bylaws of the Company (as
amended May 10, 2017) |
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10.1
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Calpine Corporation 2017 Equity Incentive Plan
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10.2
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Calpine Corporation 2017 Equity Compensation Plan
for Non-Employee Directors |
______________________________
Management contract or compensatory plan, contract or
arrangement.
arrangement.
About CALPINE CORPORATION (NYSE:CPN)
Calpine Corporation is a power generation company. The Company is engaged in the ownership and operation of primarily natural gas-fired and geothermal power plants in North America. The Company’s segments include West (including geothermal), Texas and East (including Canada). In the Northeast and Mid-Atlantic regions, the Company has generating units capable of burning either natural gas or fuel oil. The Company operates its business through various divisions and subsidiaries. The Company’s portfolio consists of various types of power generation technologies, including natural gas-fired combustion turbines, which include combined-cycle plants and renewable geothermal conventional steam turbines. Its Geysers Assets located in northern California represent the geothermal power generation portfolio in the United States, as well as the producing power generation asset of all renewable energy in the state of California. CALPINE CORPORATION (NYSE:CPN) Recent Trading Information
CALPINE CORPORATION (NYSE:CPN) closed its last trading session up +0.10 at 10.17 with 5,673,603 shares trading hands.
