Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 21, 2021, the Board of Directors (the "Board") of Cheniere Energy, Inc. (the "Company"), approved the ability of each officer of the Company who is required to file reports with the Securities and Exchange Commission pursuant to Section 16 of the Securities Exchange Act of 1934 (the "Section 16 Officers") to elect to settle all or a portion of the performance stock units held by the Section 16 Officer that are earned and vest in February 2022 in cash; provided that the Company has sufficient liquidity at the time the awards are settled to do so. The Section 16 Officers remain subject to the Company's stock ownership guidelines, and each would continue to meet the requirements of those guidelines if the performance stock units are settled in cash. Additionally, the Board authorized the Compensation Committee of the Board, in its discretion, to permit the Section 16 Officers to make an election on substantially the same terms with respect to performance stock units that are earned and vest in 2023 and 2024.

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