8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 28, 2009
Date of report (Date of earliest event reported)

STONE ENERGY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12074	72-1235413
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

625 E. Kaliste Saloom Road Lafayette, Louisiana	70508
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (337) 237-0410

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))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 7.01. Regulation FD Disclosure.
	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1
EX-99.2
EX-99.3

Item 1.01. Entry into a Material Definitive Agreement.

     On May 28, 2009, at the 2009 Annual Meeting of Stockholders (the “2009 Annual Meeting”) of Stone Energy Corporation (“Stone”), which was held in New Orleans, Louisiana, the stockholders approved Stone’s 2009 Amended and Restated Stock Incentive Plan (the “2009 Plan”). The 2009 Plan is an amendment and restatement of the Stone Energy Corporation 2004 Amended and Restated Stock Incentive Plan (the “2004 Plan”) and will supersede and replace in its entirety the 2004 Plan. The primary differences between the 2009 Plan and its predecessor are: (a) the number of shares subject to the 2009 Plan has been increased by 1,500,000 shares; (b) the maximum number of shares that may be subject to awards granted under the 2009 Plan to any one individual during the period beginning on the date of the 2009 Annual Meeting and ending on the last day of the term of the 2009 Plan may not exceed 50% of the number of additional shares made subject to the 2009 Plan as of the date of the 2009 Annual Meeting (in lieu of a calendar year limit provided in the predecessor plan of a maximum of 100,000 shares subject to stock options and 33,000 shares subject to restricted stock awards); (c) the 2009 Plan eliminates the automatic grant of stock options or restricted stock awards to Nonemployee Directors that was provided for in the 2004 Plan so that awards under the 2009 Plan to Nonemployee Directors will be entirely at the discretion of the Board of Directors; (d) the term of the 2009 Plan has been extended to March 23, 2019, which is 10 years after the date the Board of Directors adopted the 2009 Plan; (e) the automatic grant of certain bonus stock awards has been discontinued under the 2009 Plan; and (f) the 2009 Plan eliminates the provisions of the 2004 Plan that imposed limitations on the number of shares that could be the subject of awards granted by the Chief Executive Officer of the Company and, in lieu thereof, provides the Board of Directors with discretion to put restrictions and limitations on the powers that may be exercised under the 2009 Plan by the Chief Executive Officer.

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

     On May 28, 2009, at the 2009 Annual Meeting, the stockholders re-elected Robert A. Bernhard, Peter D. Kinnear, Donald E. Powell, Kay G. Priestly, David R. Voelker and David H. Welch to serve as directors until the 2010 Annual Meeting of Stockholders. John P. Laborde was appointed to the Compensation Committee, replacing Richard A. Pattarozzi. The Board of Directors also awarded each nonemployee director 5,000 restricted shares as of May 28, 2009, with forfeiture restrictions lapsing in one year.

Item 7.01. Regulation FD Disclosure.

     On May 28, 2009, the Board of Directors adopted amended and restated charters for the Compensation and Reserves Committees, respectively. The revised charters are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference into this Item 7.01.

     On June 2, 2009, we issued a press release announcing a deepwater discovery on our Pyrenees Prospect. The press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

     In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibits 99.1, 99.2 and 99.3 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

     On May 28, 2009, at the 2009 Annual Meeting, the stockholders ratified the appointment of Ernst & Young LLP as Stone’s independent registered public accounting firm for the fiscal year ending December 31, 2009.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits:

99.1	Compensation Committee Charter (Amended and Restated on May 28, 2009).
99.2	Reserves Committee Charter (Amended and Restated on May 28, 2009).
99.3	Press release dated June 2, 2009, “Stone Energy Corporation Announces Deepwater Discovery on Pyrenees Prospect.”

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, Stone Energy Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STONE ENERGY CORPORATION
Date: June 2, 2009	By:	/s/ J. Kent Pierret
		J. Kent Pierret
		Senior Vice President, Chief Accounting Officer and Treasurer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Compensation Committee Charter (Amended and Restated on May 28, 2009).
99.2	Reserves Committee Charter (Amended and Restated on May 28, 2009).
99.3	Press release dated June 2, 2009, “Stone Energy Corporation Announces Deepwater Discovery on Pyrenees Prospect.”

EX-99.1

EXHIBIT 99.1

COMPENSATION COMMITTEE CHARTER

Purpose

The Compensation Committee is appointed by the Board of Directors (the “Board”) to discharge the Board’s responsibilities relating to compensation of the Company’s directors and officers. The Committee has overall responsibility for approving and evaluating the annual employee incentive compensation plan amount as well as the director and officer compensation plans, policies and programs of the Company.

The Compensation Committee is also responsible for preparing the report required by Item 407(e)(5) of Regulation S-K (the “Compensation Committee Report”), which shall state whether the Compensation Committee has reviewed and discussed with management the Compensation Discussion & Analysis (“CD&A”) required by Item 402(b) of Regulation S-K and whether, based on such review and discussion, the Compensation Committee has recommended that the CD&A be included in the Company’s Annual Report on Form 10-K or proxy statement.

Committee Membership

The Compensation Committee shall consist of no fewer than three members. The members of the Compensation Committee shall meet the independence requirements of the New York Stock Exchange. In addition, at least two members of the Compensation Committee shall be “Non-Employee Directors” for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as in effect from time to time (“Rule 16b-3”), and “outside directors” for the purposes of Section 162(m) of the Internal Revenue Code, as in effect from time to time (“Section 162(m)”).

The members of the Compensation Committee shall be appointed by the Board on the recommendation of the Nominating & Governance Committee. Compensation Committee members may be replaced by the Board.

Committee Authority and Responsibilities

The Compensation Committee is delegated all authority of the Board as may be required or advisable to fulfill the purposes of the Committee. Without limiting the generality of the preceding statements, the Compensation Committee shall have authority, and is entrusted with the responsibility, to take the following actions:

1. The Compensation Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or senior executive compensation and shall have sole authority to approve the consultant’s fees and other retention terms. The Compensation Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

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2.	The Compensation Committee shall exercise oversight of all matters of executive compensation policy.
3.	The Compensation Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and recommend to the Board the CEO’s compensation levels based on this evaluation. In determining the long-term incentive component of CEO compensation, the Compensation Committee will consider the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years.
4.	The Compensation Committee shall annually review and make recommendations to the Board with respect to the form and amount of compensation for all directors, officers and other key executives, including incentive-compensation plans, equity-based plans, and the grant or award of “perquisites” within the meaning of Item 402(c)(2) of Regulation S-K.
5.	The Compensation Committee shall annually review and approve, for the CEO, the senior executives of the Company, and any other person whose total compensation is reasonably likely to equal or exceed the total compensation of any member of senior management (a) the annual base salary level, (b) the annual incentive opportunity level, (c) the long-term incentive opportunity level, (d) employment agreements, severance arrangements, and change in control agreements/provisions, in each case as, when and if appropriate, and (e) any special or supplemental benefits.
6.	The Compensation Committee shall review and discuss with the Company’s management the CD&A to be included in the Company’s Annual Report on Form 10-K or proxy statement and, based on that review, determine whether to recommend to the Board that the CD&A be included in the Annual Report on Form 10-K or proxy statement, in accordance with applicable rules and regulations.
7.	Each year, the Compensation Committee shall prepare a Compensation Committee Report and publish the report in the Company’s proxy statement, in accordance with applicable rules and regulations.
8.	The Compensation Committee may form and delegate authority to subcommittees when appropriate.
9.	The Compensation Committee shall make regular reports to the Board.
10.	The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

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11.	The Compensation Committee shall annually review its own performance and submit itself to a review and evaluation by the Board.
12.	Each year, the Compensation Committee shall review and make recommendations to the Board with respect to incentive-compensation plans and equity-based plans that are subject to Board approval.
13.	The Compensation Committee shall ensure that stockholders are given the opportunity to vote on equity-compensation plans, as may be required by law, the Company’s certificate of incorporation or bylaws (as amended from time to time), the Company’s Corporate Governance Guidelines and stock exchange requirements.
14.	The Compensation Committee shall review and approve, or review and recommend to the Board for its approval of, any transaction in equity securities of the Company, or derivatives of those equity securities, between the Company and any officer or director of the Company who is subject to the reporting and short-swing liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended.
15.	The Compensation Committee shall monitor the Company’s compliance with the requirements of the Sarbanes-Oxley Act of 2002 relating to loans to directors and officers and with all other applicable laws affecting employee compensation and benefits.
16.	The Compensation Committee shall receive and review periodic reports on the Company’s compensation plans, policies and programs as they affect all employees.

* * *

This Charter will be posted on the Company’s website as required by applicable rules and regulations. In addition, the Company will disclose in its proxy statement for its annual meeting of stockholders that a copy of this Charter is available on the Company’s website.

Amended and Restated on May 28, 2009.

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EX-99.2

EXHIBIT 99.2

RESERVES COMMITTEE CHARTER

Purpose

The Reserves Committee is appointed by the Board to assist the Board in monitoring (1) the integrity of the reserve estimates and related disclosures of same by the Company, (2) the qualifications, training and independence of the independent reservoir engineers and geologists and geophysicists (“geoscientists”), and (3) hydrocarbon reserve matters as deemed necessary or appropriate in the interest of the Company and its shareholders.

Committee Membership

The Reserves Committee shall consist of no fewer than three members, none of whom shall be a member of Management.

The members of the Reserves Committee shall be appointed by the Board on the recommendation of the Nominating & Governance Committee. Reserves Committee members may be replaced by the Board.

Committee Authority and Responsibilities

The Reserves Committee is delegated all authority of the Board as may be required or advisable to fulfill the purposes of the Committee. Without limiting the generality of the preceding statements, the Reserves Committee shall have authority, and is entrusted with the responsibility, to take the following actions:

The Reserves Committee shall have the sole authority to recommend to the Board appointments or replacements of one or more firms of independent reservoir engineers and geoscientists and shall review annually the arrangements of the independent reservoir engineers and geoscientists with the Company and any subsidiaries, including the scope and general extent of the examination of the Company’s reserves, the reports to be rendered, the services and fees, and consideration of the independence of such independent reservoir engineers and geoscientists. The Reserves Committee shall consult with management but shall not delegate these responsibilities.

The Reserves Committee shall meet as often as it determines is necessary or advisable, but not less frequently than semiannually. The Reserves Committee may form and delegate authority to subcommittees when appropriate.

The Reserves Committee shall regularly report to the Board upon the activities of the Committee and at least annually any findings or recommendations it deems necessary to improve the reserve estimating policies and procedures of the Company.

The Reserves Committee shall have the authority, to the extent it deems necessary or appropriate, to retain special legal, auditing or other consultants to advise the Committee.

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The Reserves Committee may request any officer or employee of the Company or the Company’s outside counsel or independent reservoir engineers or geoscientists to attend a meeting of the Committee or to meet with any members of the Committee. The Reserves Committee shall meet with Management and the independent reservoir engineers and/or geoscientists in separate executive sessions at least annually. The Reserves Committee may also, to the extent it deems necessary or appropriate, meet with the Company’s commercial bankers who participate in its credit facility or investment bankers who represent the Company in investment banking transactions.

The Reserves Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

The Reserves Committee shall annually review the Reserves Committee’s own performance and submit itself to a review and evaluation by the Board.

The Reserves Committee, to the extent it deems necessary or appropriate, shall:

1.	Review the experience and qualifications of the senior members of the independent reservoir engineering team and geoscientists as appropriate.
2.	Obtain and review any reports available from the independent reservoir engineers and geoscientists describing (a) the independent reservoir engineers’ and geoscientists’ internal quality-control procedures, (b) any material issues raised by the most recent quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, (c) any steps taken to deal with any such issues, and (d) all relationships between the independent reservoir engineers and geoscientists and the Company. Evaluate the qualifications, performance and independence of the independent reservoir engineers and geoscientists, including considering whether the independent reservoir engineer firm’s and geoscientists’ quality controls are adequate and taking into account the opinions of management. The Reserves Committee shall present its conclusions to the Board and, if so determined by the Reserves Committee, recommend that the Board take additional action to satisfy itself of the qualifications, performance and independence of the reservoir engineers and geoscientists.
3.	Meet with the independent reservoir engineers and geoscientists prior to their review to discuss the scope, procedures to be followed, budgeting and staffing of their examination.
4.	Review annually the Company’s internal policies, procedures and controls regarding the Company’s internal reserve reports.
5.	Review annually the material variances, if any, between its proved reserves as determined by the Company and its proved reserves as determined by independent reservoir engineers and geoscientists.

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Limitation of Reserves Committee’s Role

While the Reserves Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Reserves Committee to plan or conduct reviews or to determine that the Company’s reserve estimates are complete and accurate and are in accordance with generally accepted engineering standards and applicable rules and regulations of the Securities and Exchange Commission. These are the responsibilities of Management.

* * *

This Charter will be posted on the Company’s website. In addition, the Company will disclose in its proxy statement for its annual meeting of stockholders that a copy of this Charter is available on the Company’s website.

Amended and Restated on May 28, 2009.

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EX-99.3

Exhibit 99.3

STONE ENERGY CORPORATION

Announces Deepwater Discovery on Pyrenees Prospect

LAFAYETTE, LA. June 2, 2009

     Stone Energy Corporation (NYSE: SGY) today announced a discovery on its deepwater Pyrenees Prospect, located on Garden Banks Block 293. The well encountered approximately 125 feet of net hydrocarbon pay in three zones. Stone has a 15% working interest in the prospect and a small overriding royalty. Newfield Exploration (NYSE: NFX) is the operator with a 40% working interest, with three private companies holding the remainder of the working interest. The Pyrenees well has been temporarily abandoned while the partnership is working on field development plans. Delineation drilling on the Pyrenees Discovery is planned for the second half of 2009.

     David Welch, President and CEO commented, “This is an important exploration well for Stone Energy. Pyrenees is the first prospect for Stone’s new Deepwater Exploration team, which is headed by Rich Smith. We hope for Pyrenees to be the first of a number of deepwater successes for Stone.”

     Rich Smith, Senior Vice President of Exploration and Business Development stated, “Stone seized the opportunity to participate in the large Central Gulf of Mexico Lease sales in October 2007 and March 2008. During those sales, the Company increased the number of its deepwater blocks from 10 to 64 blocks. Stone continues to evaluate prospects on our leasehold as well as look for other opportunities. We expect to participate in several other deepwater exploration wells in 2010 at an appropriate working interest.”

Forward Looking Statement

     Certain statements in this press release are forward-looking and are based upon Stone’s current belief as to the outcome and timing of future events. All statements, other than statements of historical facts, that address activities that Stone plans, expects, believes, projects, estimates or anticipates will, should or may occur in the future, including future production of oil and gas, future capital expenditures and drilling of wells and future financial or operating results are forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include the timing and extent of changes in commodity prices for oil and gas, operating risks, liquidity risks, and other risk factors and known trends and uncertainties as described in Stone’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission (“SEC”). Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, Stone’s actual results and plans could differ materially from those expressed in the forward-looking statements.

     Stone Energy is an independent oil and natural gas company headquartered in Lafayette, Louisiana, and is engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties located primarily in the Gulf of Mexico. Stone is also active in the Appalachia region. For additional information, contact Kenneth H. Beer, Chief Financial Officer, at 337-521-2210-phone, 337-237-0426-fax or via e-mail at CFO@StoneEnergy.com.