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: May 19, 2010
EL PASO CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware
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1-14365
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76-0568816
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (713) 420-2600
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.
On February 24, 2010, our Board of Directors approved an amendment and restatement of the El Paso Corporation 2005 Omnibus Incentive Compensation Plan (the “Omnibus Plan”), subject to stockholder approval, to (i) increase the number of shares of common stock available for issuance by 7.0 million shares, (ii) correspondingly increase the number of “full value” awards (i.e., awards other than stock options and stock appreciation rights) available for grant under the Omnibus Plan by 7.0 million, and (iii) incorporate previously adopted amendments. The amended and restated Omnibus Plan was submitted for stockholder approval at our 2010 Annual Meeting of Stockholders (the “2010 Annual Meeting”).
On May 19, 2010, at the 2010 Annual Meeting, our stockholders approved the amended and restated Omnibus Plan. A description of the amended and restated Omnibus Plan and additional information regarding the plan was included in our proxy statement relating to the 2010 Annual Meeting filed with the Securities and Exchange Commission on March 30, 2010. A copy of the amended and restated Omnibus Plan is included as Exhibit 10.A to this Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2010 Annual Meeting of Stockholders of El Paso Corporation was held on May 19, 2010. A total of 584,624,052 shares of the corporation’s common stock entitled to vote were present or represented by proxy at the meeting constituting a quorum for the transaction of business. At the meeting, the following proposals were presented for a stockholders’ vote: (i) the election of twelve directors; (ii) the approval of the El Paso Corporation 2005 Omnibus Incentive Compensation Plan, as amended and restated; and (iii) the ratification of the appointment of Ernst & Young LLP as El Paso’s independent registered public accounting firm for the fiscal year ending December 31, 2010.
Proposal 1
Each of the twelve directors nominated by El Paso was elected with the following voting results:
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Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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Juan Carlos Braniff
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486,981,359
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8,036,734
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606,697
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88,999,262
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David W. Crane
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483,405,272
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11,622,961
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596,557
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88,999,262
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Douglas L. Foshee
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473,920,892
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20,882,130
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821,768
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88,999,262
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Robert W. Goldman
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485,278,563
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9,745,016
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601,211
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88,999,262
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Anthony W. Hall Jr.
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489,856,050
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5,149,590
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619,150
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88,999,262
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Thomas R. Hix
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490,132,975
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4,880,138
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611,677
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88,999,262
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Ferrell P. McClean
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482,801,907
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12,213,113
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609,770
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88,999,262
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Timothy J. Probert
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454,943,100
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40,054,430
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627,260
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88,999,262
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Steven J. Shapiro
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482,849,109
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12,180,893
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594,788
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88,999,262
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J. Michael Talbert
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490,122,005
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4,906,248
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596,537
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88,999,262
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Robert F. Vagt
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482,664,082
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12,345,518
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615,190
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88,999,262
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John L. Whitmire
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482,615,119
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12,299,729
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709,942
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88,999,262
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Proposal 2
The proposal to approve the El Paso Corporation 2005 Omnibus Incentive Compensation Plan, as amended and restated, to increase the number of shares available for issuance by 7.0 million was approved with the following voting results:
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For
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Against
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Abstain
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Broker Non-Votes
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460,952,233
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33,984,954
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687,603
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88,999,262
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Proposal 3
The proposal to ratify the appointment of Ernst & Young LLP as El Paso’s independent registered public accounting firm for the fiscal year ending December 31, 2010 was ratified with the following voting results:
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For
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Against
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Abstain
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Broker Non-Votes
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581,913,407
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2,016,962
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693,683
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−
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Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit Number
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Description
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10.A
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El Paso Corporation 2005 Omnibus Incentive Compensation Plan, as amended and restated effective May 19, 2010.
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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 thereunto duly authorized.
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EL PASO CORPORATION
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By:
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/s/ John R. Sult | |
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John R. Sult
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Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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Dated: May 20, 2010
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EXHIBIT INDEX
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Exhibit Number
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Description
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10.A
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El Paso Corporation 2005 Omnibus Incentive Compensation Plan, as amended and restated effective May 19, 2010.
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