CHENIERE ENERGY, INC. Item 1.01 Entry into a Material Definitive Agreement.
OnMay 14, 2020 , the Board of Directors (the "Board") ofCheniere Energy, Inc. (the "Company"), in connection with a periodic review of its existing form of indemnification agreements, approved forms of Indemnification Agreements and authorized the Company to enter into such Indemnification Agreements with each of the directors and certain officers of the Company. The forms of Indemnification Agreements provide for indemnification for all expenses and claims that a director or officer incurs as a result of actions taken, or not taken, on behalf of the Company as a director, officer, employee, controlling person, selling shareholder, agent or fiduciary of the Company or any subsidiary of the Company, with such indemnification to be paid within 25 days after demand. The Indemnification Agreements provide that no indemnification will generally be provided (1) for claims unrelated to defense voluntarily brought by the director or officer, except for a claim of indemnity under the Indemnification Agreement, if the Company approves the bringing of such claim, or if the Delaware General Corporation Law (the "DGCL") requires providing indemnification because the director or officer has been successful on the merits of such claim, (2) for claims under Section 16(b) of the Securities Exchange Act of 1934, as amended, (3) if the director or officer did not act in good faith or in a manner reasonably believed by the director or officer to be in or not opposed to the best interests of the Company, (4) if the director or officer has reasonable cause to believe that his or her conduct was unlawful in a criminal action or proceeding, or (5) if the director or officer is adjudged liable to the Company unless and only to the extent the court in which such action was brought shall permit indemnification as provided in Section 145(b) of the DGCL. Indemnification will be provided to the extent permitted by law, the Company's certificate of incorporation and bylaws, and to a greater extent if by law the scope of coverage is expanded after the date of the Indemnification Agreement. In all events, the scope of coverage will not be less than what is in existence on the date of the Indemnification Agreement.
The foregoing description of the forms of Indemnification Agreements is not complete and is qualified in its entirety by reference to the forms of Indemnification Agreements filed herewith as Exhibits 10.1 and 10.2, which are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As described under Item 5.07 below, at the Company's 2020 Annual Meeting of
Shareholders (the "2020 Annual Meeting") on
A summary of the 2020 Incentive Plan is set forth under the caption "Proposal 4 - Approval of theCheniere Energy, Inc. 2020 Incentive Plan" in the Company's definitive proxy statement filed with theSecurities and Exchange Commission onApril 10, 2020 (the "2020 Proxy Statement") and is incorporated herein by reference. The summary of the 2020 Incentive Plan set forth therein is not complete and is qualified in its entirety by reference to the full text of the 2020 Incentive Plan, which is filed herewith as Exhibit 10.3 and is incorporated herein by reference. In connection with the approval of the 2020 Incentive Plan, the Board approved forms of grant agreements that may be used periodically by the Company for equity awards to named executive officers and directors under the 2020 Incentive Plan. These forms of grant agreements are attached herein as Exhibits 10.4 - 10.6 and are incorporated herein by reference.
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The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2020 Annual Meeting, there were 217,819,482 shares of the Company's common stock present or represented by proxy. This represented approximately 86.4% of the Company's shares of common stock outstanding as of the record date of the 2020 Annual Meeting. Five proposals, as described in the 2020 Proxy Statement, were voted upon at the 2020 Annual Meeting. The following is a brief description of the matters voted upon and the final voting results.
ITEM 1: ELECTION OF DIRECTORS
Number of Number of Votes Number of Number of Broker
Director Votes For Against Abstentions Non-Votes
G. Andrea
Botta 189,274,632 11,540,866 51,165 16,952,819
Jack A. Fusco 199,854,277 951,421 60,965 16,952,819
Vicky A.
Bailey 196,054,977 4,761,371 50,315 16,952,819
Nuno
Brandolini 197,094,026 3,723,043 49,594 16,952,819
Michele A.
Evans 200,604,275 189,463 72,925 16,952,819
David I. Foley 199,120,809 1,671,434 74,420 16,952,819
David B.
Kilpatrick 197,181,411 3,635,363 49,889 16,952,819
Andrew Langham 171,534,808 29,128,739 203,116 16,952,819
Courtney R.
Mather 192,376,017 8,405,498 85,148 16,952,819
Donald F.
Robillard, Jr. 199,886,948 883,963 95,752 16,952,819
Neal A. Shear 197,712,725 3,052,282 101,656 16,952,819
Each of the director nominees was elected as a director to serve for a one-year
term until the 2021 annual meeting of shareholders or until his or her successor
is duly elected and qualified.
ITEM 2: ADVISORY AND NON-BINDING VOTE TO APPROVE THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS FOR 2019
Number of Votes Number of Votes Number of Broker Non-
For Against Number of Abstentions Votes
141,528,780 58,934,877 403,006 16,952,819
In an advisory and non-binding vote, the shareholders approved the compensation
paid for 2019 to the Company's named executive officers, as disclosed in the
2020 Proxy Statement.
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ITEM 3: RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2020
Number of Votes Number of Votes
For Against Number of Abstentions
217,453,560 209,766 156,156
The shareholders ratified the appointment of
ITEM 4: APPROVAL OF THE
Number of Votes Number of Votes Number of Number of Broker Non-
For Against Abstentions Votes
194,322,063 6,241,418 303,182 16,952,819
The shareholders approved the 2020 Incentive Plan.
ITEM 5: SHAREHOLDER PROPOSAL REGARDING CLIMATE CHANGE RISK ANALYSIS
Number of Votes Number of Votes Number of Number of Broker Non-
For Against Abstentions Votes
55,978,528 143,243,377 1,644,758 16,952,819
The shareholders did not approve the shareholder proposal that the Company conduct a climate change risk analysis as described in the 2020 Proxy Statement.
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Item 9.01 Financial Statements and Exhibits.
d) Exhibits Exhibit Number Description 10.1 Form of Indemnification Agreement for directors of the Company 10.2 Form of Indemnification Agreement for officers of the Company 10.3*Cheniere Energy, Inc. 2020 Incentive Plan (Incorporated by reference to Exhibit 4.9 toCheniere Energy, Inc.'s Registration Statement on Form S-8 (File No. 333-238261) filed onMay 14, 2020 ) 10.4 Form of Restricted Stock Grant under theCheniere Energy, Inc. 2020 Incentive Plan (Director) 10.5 Form of Performance Stock Unit Award Agreement under theCheniere Energy, Inc. 2020 Incentive Plan (Grades 18-20 Executive Officer) 10.6 Form of Restricted Stock Unit Award Agreement under theCheniere Energy, Inc. 2020 Incentive Plan (Grades 18-20) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Incorporated by reference.
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