CHENIERE ENERGY, INC. (NYSEMKT:LNG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amended and Restated Key Executive Severance Pay
Plan
On February17, 2017, the Compensation Committee (the Compensation
Committee) of the Board of Directors (the Board) of Cheniere
Energy, Inc. (the Company) recommended and the Board approved the
Amended and Restated Cheniere Energy, Inc. Key Executive
Severance Pay Plan (the Amended Severance Plan). The Amended
Severance Plan amended and restated the Cheniere Energy, Inc. Key
Executive Severance Pay Plan (the Original Severance Plan). The
terms of the Original Severance Plan were previously disclosed in
the Companys Current Report on Form 8-K, filed with the Securities
and Exchange Commission on December14, 2016 (the Prior 8-K) and,
except as described below, are consistent with the terms in the
Amended Severance Plan. The description of the Original Severance
Plan set forth in Item 5.02 of the Prior 8-K is hereby
incorporated by reference herein.
The Amended
Severance Plan amends the Original Severance Plan to provide that
in the event that an executive officers employment is terminated
by the officer for good reason or by us without cause, and not in
connection with a change in control, all of the executive
officers outstanding unvested time-based Incentive Awards (as
defined in the Amended Severance Plan) granted more than six
months prior to termination would vest. The Original Severance
Plan had provided for vesting of outstanding unvested time-based
Incentive Awards that were granted more than three months prior
to termination and that otherwise would have vested within one
year following such termination.
The description of
the Amended Severance Plan in this Current Report on Form
8-K is not
complete and is qualified in its entirety by reference to the
full text of the Amended Severance Plan, which is filed as
Exhibit 10.1 hereto and incorporated by reference
herein.
Annual LTIP
Compensation Actions
On February17, 2017, the
Compensation Committee recommended and the Board approved
long-term incentive awards as part of the Companys 2017 Long Term
Incentive Program under the Cheniere Energy, Inc. 2011 Incentive
Plan, as amended, for each of the executive officers of the
Company. The 2017 long-term incentive award includes restricted
stock units (RSUs) granted to a Restricted Stock Unit Award
Agreement (the RSU Agreement) and performance stock units (PSUs)
granted to a Performance Stock Unit Award Agreement (the PSU
Agreement). The following table sets forth the 2017 long-term
incentive award for the Companys President and Chief Executive
Officer and Executive Vice President and Chief Financial
Officer.
2017 Long-Term
Incentive Awards
|
Executive Officer |
RSUShares | TargetPSU Shares | ||||||
|
Jack A. Fusco President and Chief Executive Officer |
69,646 | 69,646 | ||||||
|
Michael Wortley Executive Vice President and Chief Financial Officer |
16,715 | 16,715 |
Terms of the RSU and PSU
Awards
The RSU awards will vest in
equal installments on each of February17, 2018, February17, 2019
and February17, 2020. Each PSU award is expressed in terms of a
target number of shares. The actual number of shares earned under
the PSUs, between 50% and 200% of the target if the threshold
performance is met, will be determined based on the Companys
cumulative distributable cash flow per share from January1, 2018
through December31, 2019 compared to a pre-established
performance target. The PSU awards will vest upon certification
by the Compensation Committee of the level of achievement of the
performance condition during the performance
period.
Vesting is generally subject
to continued employment, with exceptions in some cases, including
for a change in control or termination due to death, disability
or retirement. Upon a Change in Control or a termination by the
Company without Cause or by the award recipient for Good Reason,
in each instance as defined in the PSU Agreement and RSU
Agreement, the RSU and PSU awards will be treated in accordance
with the Amended Severance Plan. Upon a termination due to death
or disability, all of the RSUs and the target number of PSUs
shall vest in full immediately. Upon retirement, the RSU and PSU
awards will be treated in accordance with the Cheniere Energy,
Inc. Retirement Policy. Each vested RSU and PSU will be settled
in one share of the Companys common stock, $0.003 par value per
share.
Milestone
Award
In addition, on February17,
2017, the Compensation Committee recommended and the Board
approved a milestone award letter for each of Messrs. Fusco and
Wortley communicating an award of 156,250 RSUs and 70,000 RSUs,
respectively, to be granted, subject to the approval of the
Compensation Committee, upon a final investment decision being
made on or prior to December31, 2018 with respect to a third
train at the natural gas liquefaction and export facility at the
Corpus Christi LNG terminal being developed by the Company (the
Milestone Award). If granted, the Milestone Award will vest and
be payable on February1, 2020, subject to the award recipients
continued employment and the terms of the applicable award
agreement entered into at the time that the Milestone Award is
granted.
| Item9.01 | Financial Statements and Exhibits. |
d) Exhibits
|
Exhibit Number |
Description | |
| 10.1 |
Amended and Restated Cheniere Energy, Inc. Key Executive Severance Pay Plan |
| Management contract or compensatory plan or arrangement. |
About CHENIERE ENERGY, INC. (NYSEMKT:LNG)
Cheniere Energy, Inc. is an energy company primarily engaged in liquefied natural gas (LNG) related businesses. The Company operates through two segments: LNG terminal business and LNG and natural gas marketing business The Company owns and operates the Sabine Pass LNG terminal in Louisiana through its ownership interest in and management agreements with Cheniere Energy Partners, L.P. (Cheniere Partners), which is a publicly traded limited partnership. The Company owns approximately 100% of the general partner interest in Cheniere Partners and over 80% of Cheniere Energy Partners LP Holdings, LLC (Cheniere Holdings), which is a publicly traded limited liability company that owns approximately 56% limited partner interest in Cheniere Partners. The Sabine Pass LNG terminal is located on the Sabine-Neches Waterway less than four miles from the Gulf Coast. CHENIERE ENERGY, INC. (NYSEMKT:LNG) Recent Trading Information
CHENIERE ENERGY, INC. (NYSEMKT:LNG) closed its last trading session up +0.11 at 47.46 with 1,448,067 shares trading hands.