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, 2013
CALPINE CORPORATION
(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) 830-2000
Not applicable
(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 (see General Instruction A.2. below):
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 5.02 — DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS | ||
ITEM 5.07 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | ||
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS | ||
SIGNATURES | ||
EXHIBIT INDEX | ||
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ITEM 5.02 — DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(e) Amendment of the Calpine Corporation 2008 Equity Incentive Plan
On February 27, 2013, the Compensation Committee of Calpine Corporation (the “Company”) approved, and on February 28, 2013, the Board adopted, an amendment to the Calpine Corporation 2008 Equity Incentive Plan (“Equity Incentive Plan” or the “Plan”), subject to the approval of the Company’s shareholders. On May 10, 2013, at the annual meeting of shareholders of the Company, the Company's shareholders approved an amendment to the Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under the Plan by 13,000,000 shares and to modify the share counting provisions applicable to cash-settled equity awards under the Plan. The foregoing summary of the Plan amendments is qualified in its entirety by reference to the full text of the Equity Inventive Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference and to the description of the Plan amendments set forth in the Company’s proxy statement filed with the Securities and Exchange Commission on March 25, 2013.
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ITEM 5.07 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of the Company’s shareholders was held on May 10, 2013. There were 455,457,460 shares of common stock entitled to be voted, and 409,344,113 shares present in person or represented by proxy. Four items of business were acted upon by shareholders at the annual meeting: (1) the election of nine directors nominated by the Board to serve until the 2014 annual meeting of shareholders and until their successors are elected and duly qualified, (2) ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013, (3) approval of the amendment to the 2008 Equity Incentive Plan to increase the number of shares available under the Plan and to modify the share counting provisions applicable to cash-settled equity awards under the Plan, and (4) approval, on an advisory basis, of named executive officer compensation.
(b) All matters voted upon at the Annual Meeting were approved. The voting results are as follows:
Proposal 1 — Election of Directors
Number of | Number of Votes | Broker | |||||||
Names | Votes For | Withheld | Non-Votes | ||||||
Frank Cassidy | 393,365,748 | 2,187,001 | 13,791,364 | ||||||
Jack A. Fusco | 394,980,850 | 571,899 | 13,791,364 | ||||||
Robert C. Hinckley | 394,945,069 | 607,680 | 13,791,364 | ||||||
Michael W. Hofmann | 394,831,879 | 720,870 | 13,791,364 | ||||||
David C. Merritt | 394,984,348 | 568,401 | 13,791,364 | ||||||
W. Benjamin Moreland | 394,986,765 | 565,984 | 13,791,364 | ||||||
Robert A. Mosbacher, Jr. | 393,331,988 | 2,220,761 | 13,791,364 | ||||||
Denise M. O'Leary | 393,407,802 | 2,144,947 | 13,791,364 | ||||||
J. Stuart Ryan | 394,947,390 | 605,359 | 13,791,364 | ||||||
Proposal 2 — To Ratify the Selection of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2013
For | 407,827,570 | ||
Against | 1,206,022 | ||
Abstentions | 310,521 | ||
Broker Non-Votes | — | ||
Proposal 3 — To Approve the Amendment to the 2008 Equity Incentive Plan to Increase the Number of Shares Available Under the Plan and to Modify the Share Counting Provisions Applicable to Cash-settled Equity Awards Under the Plan
For | 374,504,751 | ||
Against | 20,773,435 | ||
Abstentions | 274,563 | ||
Broker Non-Votes | 13,791,364 | ||
Proposal 4 — To Approve, on an Advisory Basis, Named Executive Officer Compensation
For | 389,993,518 | ||
Against | 5,097,274 | ||
Abstentions | 461,957 | ||
Broker Non-Votes | 13,791,364 | ||
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ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. | Description | |
10.1 | Amended and Restated Calpine Corporation Equity Incentive Plan (incorporated by reference to Annex A to Calpine Corporation’s Proxy Statement filed with the Securities and Exchange Commission on March 25 , 2013)† | |
__________
† | Management contract or compensatory plan or arrangement. |
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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.
CALPINE CORPORATION
By: | /s/ ZAMIR RAUF | |||
Zamir Rauf | ||||
Executive Vice President and | ||||
Chief Financial Officer | ||||
Date: May 10, 2013 | ||||
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EXHIBIT INDEX
Exhibit No. | Description | |
10.1 | Amended and Restated Calpine Corporation Equity Incentive Plan (incorporated by reference to Annex A to Calpine Corporation’s Proxy Statement filed with the Securities and Exchange Commission on March 25 , 2013)† | |
__________
† | Management contract or compensatory plan or arrangement. |
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