0001089819-16-000125.txt : 20160516 0001089819-16-000125.hdr.sgml : 20160516 20160516172255 ACCESSION NUMBER: 0001089819-16-000125 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160510 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20160516 DATE AS OF CHANGE: 20160516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cleco Corporate Holdings LLC CENTRAL INDEX KEY: 0001089819 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 721445282 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15759 FILM NUMBER: 161655239 BUSINESS ADDRESS: STREET 1: 2030 DONAHUE FERRY ROAD CITY: PINEVILLE STATE: LA ZIP: 71360-5226 BUSINESS PHONE: 3184847400 MAIL ADDRESS: STREET 1: PO BOX 5000 CITY: PINEVILLE STATE: LA ZIP: 71361-5000 FORMER COMPANY: FORMER CONFORMED NAME: CLECO CORP DATE OF NAME CHANGE: 19990708 FORMER COMPANY: FORMER CONFORMED NAME: CLECO HOLDING CORP DATE OF NAME CHANGE: 19990630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLECO POWER LLC CENTRAL INDEX KEY: 0000018672 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 720244480 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05663 FILM NUMBER: 161655240 BUSINESS ADDRESS: STREET 1: 2030 DONAHUE FERRY ROAD CITY: PINEVILLE STATE: LA ZIP: 71360-5226 BUSINESS PHONE: 3184847400 MAIL ADDRESS: STREET 1: 2030 DONAHUE FERRY ROAD CITY: PINEVILLE STATE: LA ZIP: 71360-5226 FORMER COMPANY: FORMER CONFORMED NAME: CLECO UTILITY GROUP INC DATE OF NAME CHANGE: 19990708 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL LOUISIANA ELECTRIC CO INC DATE OF NAME CHANGE: 19920703 8-K 1 cleco8k_051616.htm 8-K SEC 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): May 10, 2016
CLECO CORPORATE HOLDINGS LLC
(Exact name of registrant as specified in its charter)
 
 
 
Louisiana
1-15759
72-1445282
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
 
Identification No.)
2030 Donahue Ferry Road
 
Pineville, Louisiana
71360-5226
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (318) 484-7400
CLECO POWER LLC
(Exact name of registrant as specified in its charter)
Louisiana
1-05663
72-0244480
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
 
Identification No.)
2030 Donahue Ferry Road
 
Pineville, Louisiana
71360-5226
(Address of principal executive offices)
(Zip Code)
 
 
Registrant’s telephone number, including area code: (318) 484-7400
 

 
 
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 May 10, 2016, the Boards of Managers (the “Boards”) of each of Cleco Corporate Holdings LLC (“Cleco”) and Cleco Power LLC (“Cleco Power”) approved the compensation of Darren J. Olagues in connection with his promotion to Chief Executive Officer of Cleco and Cleco Power effective April 13, 2016.

In connection with Mr. Olagues’ new position, the Boards approved an increase in his annualized base salary to $550,000, representing a 36.8% increase from his prior annualized base salary, a target Pay for Performance Plan (annual cash bonus) award level of 80% of his new annualized base salary, and an annualized target for his long-term incentive compensation of 177% of his new annualized base salary. The terms of the long-term incentive compensation plan will be determined at a later date. Mr. Olagues’ base salary, annual cash bonus, and long-term incentive compensation will be reviewed at least annually by the Boards.

The Boards also approved a modification to the terms of the Cleco's Supplemental Executive Retirement Plan (“SERP”) as it relates to Mr. Olagues. Certain Cleco officers are covered by SERP, which is a non-qualified, non-contributory, defined benefit pension plan. Benefits under SERP reflect an officer’s years of service, age at retirement, and a final average earnings formula based on the sum of (a) the highest base salary paid out over the last five calendar years and (b) the average of the three highest cash bonuses paid during the 60 months prior to retirement, which sum is reduced by certain other benefits received by the officer. Mr. Olagues’ SERP will be frozen as of January 1, 2018, so that his final average earnings for purposes of calculating his SERP benefit will not change. However, Mr. Olagues’ SERP benefit will continue to be adjusted after January 1, 2018 as his age and tenure with Cleco increase. The Boards considered the total value of Mr. Olagues' compensation package when considering adjustments to the terms and conditions of his SERP benefit.








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.


 
 
 
 
CLECO CORPORATE HOLDINGS LLC
 
 
Date: May 16, 2016
By: /s/ Terry L. Taylor
 
Terry L. Taylor
 
Chief Financial Officer, Controller, and Chief Accounting Officer



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 thereunto duly authorized.


 
 
 
 
CLECO POWER LLC
 
 
Date: May 16, 2016
By: /s/ Terry L. Taylor
 
Terry L. Taylor
 
Chief Financial Officer, Controller, and Chief Accounting Officer