8-K

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 11, 2016

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 (seeGeneral 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 ARRANGEMENTTS OF CERTAIN OFFICERS

ITEM 5.07 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 7.01 — REGULATION FD DISCLOSURE

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURES

EXHIBIT INDEX

1

ITEM 5.02 — DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTTS OF CERTAIN OFFICERS

As previously disclosed, on May 11, 2016, Jack A. Fusco’s employment with Calpine Corporation (“Calpine” or the “Company”) as Executive Chairman expired pursuant to the terms of his employment agreement.

ITEM 5.07 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) The annual meeting of shareholders of the Company (the “Annual Meeting”) was held on May 11, 2016. There were 359,043,938 shares of common stock entitled to be voted, and 313,218,391 shares present in person or represented by proxy at the Annual Meeting. Three items of business were acted upon by shareholders at the Annual Meeting: (1) the election of eight directors nominated by the Board to serve until the 2017 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, 2016 and (3) approval, on an advisory basis, of named executive officer compensation, as more fully described in the proxy statement relating to the Annual Meeting.

(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	293,470,104	2,837,052	16,911,235
Jack A. Fusco	293,562,539	2,744,617	16,911,235
John B. (Thad) Hill III	294,528,048	1,779,108	16,911,235
Michael W. Hofmann	293,464,772	2,842,384	16,911,235
David C. Merritt	294,527,426	1,779,730	16,911,235
W. Benjamin Moreland	294,527,868	1,779,288	16,911,235
Robert A. Mosbacher, Jr.	293,438,910	2,868,246	16,911,235
Denise M. O'Leary	293,560,319	2,746,837	16,911,235

Proposal 2 — To Ratify the Selection of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2016

For	310,286,999
Against	1,444,691
Abstentions	1,486,701
Broker Non-Votes	—

Proposal 3 — To Approve, on an Advisory Basis, Named Executive Officer Compensation

For	283,931,132
Against	10,824,586
Abstentions	1,551,438
Broker Non-Votes	16,911,235

ITEM 7.01 —  REGULATION FD DISCLOSURE

On May 12, 2016, Calpine announced that Frank Cassidy, a member of Calpine’s Board of Directors since January 31, 2008, was appointed as Non-Executive Chairman of the Board of Directors. A copy of the press release is being furnished as Exhibit 99.1 herewith.

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The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “1934 Act”), nor shall it be deemed “incorporated by reference” into any filing under the Securities Act of 1933, as amended, or the 1934 Act, except as may be expressly set forth by specific reference in such filing.

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
99.1	Calpine Corporation Press Release titled “Frank Cassidy Elected Chairman of Calpine Corporation Board of Directors,” dated May 12, 2016.*

__________

* Furnished herewith.

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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 12, 2016

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Calpine Corporation Press Release titled “Frank Cassidy Elected Chairman of Calpine Corporation Board of Directors,” dated May 12, 2016.*

__________

* Furnished herewith.

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EX-99.1

Exhibit 99.1

CONTACTS:	NEWS RELEASE
Media Relations:	Investor Relations:
Brett Kerr	Bryan Kimzey
713-830-8809	713-830-8775
brett.kerr@calpine.com	bryan.kimzey@calpine.com

Frank Cassidy Elected Chairman of Calpine Corporation Board of Directors

(HOUSTON, Texas) — May 12, 2016 – Calpine Corporation (NYSE:CPN) announced today that following its Annual Meeting of Shareholders yesterday, the Board of Directors elected Frank Cassidy as Chairman of the Board.

Mr. Cassidy has served as a Director on Calpine’s Board since 2008 and as Lead Independent Director since 2014. Prior to that, he had 40 years of experience in the power generation and energy industries, including as President and Chief Operating Officer of PSEG Power LLC and as Chief Executive Officer of PSEG Energy Technologies.

“We are delighted that Frank has agreed to lead our Board of Directors,” said Thad Hill, Calpine’s President and Chief Executive Officer. “Frank’s deep industry experience and expertise, as well as his knowledge of Calpine gained over the past eight years as a Director and Lead Independent Director, assure Calpine continues to have strong Board leadership.”

Mr. Cassidy succeeds Jack A. Fusco, who had served as Executive Chairman of the Board since 2014 and as CEO from 2008 to 2014. Mr. Fusco’s term as Executive Chairman expired as of May 11, 2016, pursuant to the terms of his employment agreement. At the Company’s Annual Meeting of Shareholders, Mr. Fusco was elected, and will continue to serve, as a Director of Calpine.

“On behalf of the Calpine Board, I want to thank Jack for his leadership as Executive Chairman over the past couple of years and as CEO before that,” said Mr. Cassidy. “Over the past eight years, Jack led the transformation of Calpine into the nation’s premier independent power producer. I am most pleased that Jack has agreed to continue to serve on the Calpine Board. Finally, I would like to congratulate Jack on his new challenge, announced today, as the President and CEO of Cheniere Energy.”

About Calpine

Calpine Corporation is America’s largest generator of electricity from natural gas and geothermal resources.  Our fleet of 84 power plants in operation or under construction represents more than 27,000 megawatts of generation capacity. Through wholesale power operations and our retail business, Champion Energy, we serve customers in 21 states and Canada. We specialize in developing, constructing, owning and operating natural gas-fired and renewable geothermal power plants that use advanced technologies to generate power in a low-carbon and

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Frank Cassidy Elected Chairman of Calpine Corporation Board of Directors

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May 12, 2016

environmentally responsible manner. Our clean, efficient, modern and flexible fleet is uniquely positioned to benefit from the secular trends affecting our industry, including the abundant and affordable supply of clean natural gas, stricter environmental regulation, aging power generation infrastructure and the increasing need for dispatchable power plants to successfully integrate intermittent renewables into the grid. Please visit www.calpine.com to learn more about why Calpine is a generation ahead - today, or visit www.championenergyservices.com for details on Champion’s award-winning retail electric services.

Forward-Looking Information

In addition to historical information, this release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, 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,” “should,” “estimate,” “potential,” “project” 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 to 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, 2015. 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. Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. Many of these factors are beyond our ability to control or predict. Our forward-looking statements speak only as of the date of this release. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and, other than as required by law, Calpine undertakes no obligation to update any such statements, whether as a result of new information, future events, or otherwise.

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