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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): January 3, 2006
CHENIERE ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-16383 95-4352386
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
717 Texas Avenue
Suite 3100
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 659-1361
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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On January 3, 2006, the Compensation Committee of the Board of Directors of
Cheniere Energy, Inc. (the "Company") approved base salary increases for the CEO
and other executive officers of the Company, effective as of January 1, 2006.
The annual base salary for Charif Souki, Chairman and Chief Executive Officer,
was increased to $550,000. The annual base salary for Stanley C. Horton,
President and Chief Operating Officer, was increased to $425,000. The annual
base salary for each of the Company's Vice Chairman and Senior Vice Presidents
was increased to $250,000.
In addition, on January 3, 2006, the Section 162(m) Subcommittee of the
Compensation Committee authorized the payment of cash and restricted stock
bonuses to each of the executive officers with respect to achieving a specified
total stockholder return, which was adopted as a performance goal for the
January 1, 2005 through December 31, 2005 period. The restricted stock vests in
one-third increments on each anniversary of the date of grant. The 2005 cash and
restricted stock bonus amounts and the 2006 annual base salary for each of the
Company's executive officers, effective January 1, 2006, is attached hereto as
Exhibit 10.1, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
c) Exhibits
Exhibit
Number Description
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10.1 Summary of Compensation for Executive Officers (filed herewith)
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: January 5, 2006 By: /s/ Don A. Turkleson
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Name: Don A. Turkleson
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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10.1 Summary of Compensation for Executive Officers (filed herewith)