Cheniere Energy Reports Director Changes and Bylaw Amendments
Ticker: LNG · Form: 8-K · Filed: May 24, 2024 · CIK: 3570
Sentiment: neutral
Topics: corporate-governance, director-changes, bylaws
Related Tickers: LNG
TL;DR
Cheniere's board is changing, bylaws might be updated, and exec pay is on the table.
AI Summary
Cheniere Energy, Inc. filed an 8-K on May 23, 2024, reporting on several key events. These include the departure of a director, the election of new directors, and updates to compensatory arrangements for certain officers. The filing also addresses amendments to the company's articles of incorporation or bylaws and the submission of matters to a vote of security holders.
Why It Matters
This filing indicates potential shifts in corporate governance and executive compensation, which could impact the company's strategic direction and investor relations.
Risk Assessment
Risk Level: low — The filing reports routine corporate governance changes and does not indicate any immediate financial distress or significant operational risks.
Key Players & Entities
- Cheniere Energy, Inc. (company) — Registrant
- May 23, 2024 (date) — Date of earliest event reported
FAQ
Who is the departing director?
The filing does not specify the name of the departing director, only that there was a departure.
Who are the newly elected directors?
The filing indicates the election of directors but does not name them in the provided text.
What specific compensatory arrangements were updated?
The filing mentions updates to compensatory arrangements for certain officers but does not detail the specifics in the provided text.
Were there any amendments to the articles of incorporation or bylaws?
Yes, the filing indicates that there were amendments to the articles of incorporation or bylaws.
What matters were submitted to a vote of security holders?
The filing states that matters were submitted to a vote of security holders but does not specify what those matters were.
Filing Stats: 1,147 words · 5 min read · ~4 pages · Grade level 11.7 · Accepted 2024-05-24 16:18:09
Key Financial Figures
- $0.003 — ange on which registered Common Stock, $0.003 par value LNG NYSE Indicate by check
Filing Documents
- lng-20240523.htm (8-K) — 63KB
- exhibit31-certificateofame.htm (EX-3.1) — 10KB
- exhibit101-ar2020incentive.htm (EX-10.1) — 214KB
- lng-20240523_g1.gif (GRAPHIC) — 25KB
- 0000003570-24-000069.txt ( ) — 529KB
- lng-20240523.xsd (EX-101.SCH) — 2KB
- lng-20240523_lab.xml (EX-101.LAB) — 23KB
- lng-20240523_pre.xml (EX-101.PRE) — 13KB
- lng-20240523_htm.xml (XML) — 3KB
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the 2024 Annual Meeting, upon the recommendation of the Board, the Company's shareholders approved an amendment to the Company's Restated Certificate of Incorporation, as amended (the "Amendment") to limit the personal liability of officers as permitted by law, as set forth under the caption "Proposal 5 - Approval of Amendment to Certificate of Incorporation to Limit the Personal Liability of Officers as Permitted By Law" in the 2024 Proxy Statement. The Amendment became effective upon the filing of the Certificate of Amendment of Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Secretary of State of the State of Delaware on May 24, 2024. Additional information regarding the Amendment was included in the 2024 Proxy Statement relating to the 2024 Annual Meeting. The foregoing description of the Amendment is qualified in its entirety by reference to the Certificate of Amendment, which is attached as Exhibit 3.1 to this report and is incorporated herein by reference.
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. At the 2024 Annual Meeting, there were 197,045,165 shares of the Company's common stock present or represented by proxy. This represented approximately 85.42% of the Company's shares of common stock outstanding as of the record date of the 2024 Annual Meeting. Five proposals, as described in the 2024 Proxy Statement, were voted upon at the 2024 Annual Meeting. The following is a brief description of the matters voted upon and the final voting results.
: ELECTION OF DIRECTORS
ITEM 1: ELECTION OF DIRECTORS Director Number of Votes For Number of Votes Against Number of Abstentions Number of Broker Non-Votes G. Andrea Botta 162,954,025 14,438,358 139,527 19,513,255 Jack A. Fusco 175,797,399 1,643,383 91,128 19,513,255 Patricia K. Collawn 174,986,400 2,454,582 90,928 19,513,255 Brian E. Edwards 176,463,854 985,942 82,114 19,513,255 Denise Gray 176,282,191 1,160,138 89,581 19,513,255 Lorraine Mitchelmore 172,609,205 4,832,258 90,447 19,513,255 Scott Peak 177,305,607 142,158 84,145 19,513,255 Donald F. Robillard, Jr. 172,528,651 4,923,656 79,603 19,513,255 Neal A. Shear 168,012,712 9,440,975 78,223 19,513,255 Each of the director nominees was elected as a director to serve for a one-year term until the 2025 annual meeting of shareholders or until his or her successor is duly elected and qualified.
: ADVISORY AND NON-BINDING VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR 2023
ITEM 2: ADVISORY AND NON-BINDING VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR 2023 Number of Votes For Number of Votes Against Number of Abstentions Number of Broker Non-Votes 165,094,554 11,675,546 761,810 19,513,255 In an advisory and non-binding vote, the shareholders approved the compensation paid for 2023 to the Company's named executive officers, as disclosed in the 2024 Proxy Statement.
: RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024
ITEM 3: RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 Number of Votes For Number of Votes Against Number of Abstentions 196,214,537 685,051 145,577 The shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2024.
: APPROVAL OF THE CHENIERE ENERGY, INC. AMENDED AND RESTATED 2020 INCENTIVE PLAN
ITEM 4: APPROVAL OF THE CHENIERE ENERGY, INC. AMENDED AND RESTATED 2020 INCENTIVE PLAN Number of Votes For Number of Votes Against Number of Abstentions Number of Broker Non-Votes 167,721,659 9,606,685 203,566 19,513,255 The shareholders approved the Amended and Restated 2020 Incentive Plan. ITEM 5: APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO LIMIT THE PERSONAL LIABILITY OF OFFICERS AS PERMITTED BY LAW Number of Votes For Number of Votes Against Number of Abstentions Number of Broker Non-Votes 154,439,594 22,957,335 134,981 19,513,255 The shareholders approved the Amendment to the Company's Restated Certificate of Incorporation to limit the personal liability of officers as permitted by law.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1* Certificate of Amendment of Restated Certificate of Incorporation of Cheniere Energy, Inc. 10.1* Cheniere Energy, Inc. Amended and Restated 2020 Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith.
SIGNATURES
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. CHENIERE ENERGY, INC. Date: May 24, 2024 By: /s/ Zach Davis Name: Zach Davis Title: Executive Vice President and Chief Financial Officer