o11101.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

Date of Report (Date of earliest event reported): January 1, 2011

(Exact name of registrant as specified in its charter)

Delaware	1-12079	77-0212977
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

717 Texas Avenue, Suite 1000, Houston, Texas 77002

(Addresses of principal executive offices and zip codes)

Registrant’s telephone number, including area code: (713) 830-8775

(Former name or former address if changed since last report)

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.
	ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
	SIGNATURES

ITEM 5.02

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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Effective January 1, 2011, the Board of Directors (the “Board”) of Calpine Corporation (the “Company”) appointed William E. (“Bill”) Oberndorf to serve as a member of the Board until the next regularly scheduled annual election of directors at the 2011 annual meeting of the Company’s shareholders, filling the vacancy created by the death of William J. Patterson in September 2010. Mr. Oberndorf will be eligible for compensation consistent with what is paid to the other non-employee directors of the Company as provided in the Company’s Corporate Governance Guidelines, including, as applicable, annual cash retainers, meeting fees, fees for serving on committees of our Board, and any equity awards under the Calpine Corporation 2008 Director Incentive Plan, as amended and restated (the “Director Plan”). Both a brief summary of the Director Plan, as amended and restated, is included under “Proposal 3 - Proposal to Approve the Amendment of the 2008 Director Incentive Plan to Increase the Number of Shares Available Under the Plan and Extend the Term of the Plan” and the full text of the Director Plan is attached as Annex A in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2010. At this time, the committees of the Board to which Mr. Oberndorf will be named have not been determined. There were no arrangements or understandings by which Mr. Oberndorf was named a director. Neither the Company nor any of its subsidiaries was involved in any transactions, and there are no currently proposed transactions, with Mr. Oberndorf or his immediate fami ly that are reportable pursuant to Item 404(a) of Regulation S-K.

Mr. Oberndorf is a founding partner of SPO Partners & Co., which is an owner of a number of businesses in a broad range of industries with an asset orientation. Mr. Oberndorf has served on the boards of numerous public and private companies. He currently serves as chairman of the board of Aggregates U.S.A. and Rosewood Hotels & Resorts. Mr. Oberndorf is also a member of the investment committee of Hotel Equity Funds and is a director emeritus of Plum Creek Timber Co. Mr. Oberndorf is a former board member of Taft Broadcasting Company, Voyager Learning Company, where he served as chairman, and Wometco Cable Television Corporation. Mr. Oberndorf received his Master of Business Administration from the Stanford Graduate School of Business in 1978 and his Bachelor of Arts degree from Williams College in 1 975.

A press release announcing the election of Mr. Oberndorf to the Board is furnished as Exhibit 99.1 herewith.

ITEM 9.01

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FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.		Description

99.1		Calpine Corporation Press Release dated January 5, 2011. *

Furnished herewith.

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.

	By:	/s/ ZAMIR RAUF
		Zamir Rauf
		Executive Vice President and
		Chief Financial Officer

Date: January 5, 2011

Exhibit No.		Description

99.1		Calpine Corporation Press Release dated January 5, 2011. *

Furnished herewith.

EXHIBIT 99.1

CONTACTS:	NEWS RELEASE

Media Relations:	Investor Relations:
Norma F. Dunn	Andre Walker
713-830-8883	713-830-8775
norma.dunn@calpine.com	andrew@calpine.com

William E. Oberndorf Joins Calpine’s Board of Directors

(HOUSTON, Texas) – January 5, 2011 – William E. Oberndorf has been elected to the Board of Directors of Calpine Corporation (NYSE:CPN) effective January 1, 2011. Mr. Oberndorf is a founding partner of SPO Partners & Co., a private equity investment firm which holds approximately 21 percent of Calpine’s shares. Mr. Oberndorf was elected by the Board to fill the director seat held by William J. Patterson, Calpine’s former board chairman and managing partner at SPO Partners until his death in September 2010. J. Stuart Ryan, a venture partner with SPO Partners and a Calpine Board member since January 2008, was named Chairman of Calpine’s board on November 3, 2010.

Mr. Oberndorf currently serves as chairman of the boards of directors of Aggregates USA and Rosewood Hotels & Resorts, on the investment committee of Hotel Equity Funds and as director emeritus of Plum Creek Timber Co. Previously, he was board chairman of Voyager Learning Company and a member of the boards of Taft Broadcasting Company and Wometco Cable Television Corporation.

“Bill’s business and investment acumen and experience make him particularly well-suited to represent our shareholders in providing guidance and oversight to management,” said Calpine’s Chief Executive Officer and President Jack Fusco. “We are delighted to have Bill on the Board and look forward to his contributions to our vision of becoming the premier independent power company in the nation.”

Mr. Oberndorf also serves a number of non-profit organizations with a particular emphasis on education reform. He is currently chairman emeritus of the American Federation for Children and the Alliance for School Choice and remains a board member of the latter and is a trustee of the Thacher School in Ojai, California, The University of California San Francisco Foundation and the University School in Cleveland, Ohio. He formerly served as trustee of Williams College, the Stanford University Graduate School of Business Trust, University High School in San Francisco and the Bay Area Discovery Museum. Such activities have earned Mr. Oberndorf honors from the Black Alliance for Education Options and the Philanthropy Roundtable. He is the 2010 recipient of the John T. Walton Champions for Education C hoice Award.

Mr. Oberndorf earned a Master of Business Administration from Stanford Graduate School of Business and a Bachelor of Arts from Williams College.

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William E. Oberndorf Joins Calpine’s Board of Directors

Page 2

January 5, 2011

About Calpine

Founded in 1984, Calpine Corporation is a major U.S. power company, currently capable of delivering approximately 27,500 megawatts of clean, cost-effective, reliable and fuel-efficient power from its 91 operating plants to customers and communities in 20 U.S. states and Canada. Calpine Corporation is committed to helping meet the needs of an economy that demands more and cleaner sources of electricity. Calpine owns, leases and operates low-carbon, natural gas-fired and renewable geothermal power plants. Using advanced technologies, Calpine generates power in a reliable and environmentally responsible manner for the customers and communities it serves. Please visit our website at www.calpine.com for more information.

Forward-Looking Information

In addition to historical information, this release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “may,” “will” and similar expressions identify forward-looking statements. Such statements include, among others, those concerning expected financial performance and strategic and operational plans, as well as assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results t o differ materially from those anticipated in the forward-looking statements. Please see the risks identified in this release or in Calpine’s reports and registration statements filed with the Securities and Exchange Commission, including, without limitation, the risk factors identified in its Annual Report on Form 10-K for the year ended Dec. 31, 2009, and its Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2010. These filings are available by visiting the Securities and Exchange Commission’s website at www.sec.gov or Calpine’s website at www.calpine.com. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and Calpine undertakes no obligation to update any such statements.

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