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, 2010
COPANO ENERGY, L.L.C.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-32329 | | 51-0411678 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | | |
| | | 2727 Allen Parkway, Suite 1200 Houston, Texas | | 77019 |
| | | (Address of Principal Executive Offices) | | (Zip Code) |
| | | |
Registrant’s Telephone Number, including Area Code: (713) 621-9547
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))
| Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 10, 2010, the Compensation Committee of the Board of Directors of Copano Energy, L.L.C. (“Copano”) approved 2010 target awards for officers under Copano’s Long-Term Incentive Plan. The target awards for named executive officers, as a percentage of base salary, are set forth below:
| | |
R. Bruce Northcutt | President and Chief Executive Officer | 135% |
| | | |
John A. Raber | Executive Vice President | 70% |
| | | |
Douglas L. Lawing | Executive Vice President, General Counsel and Secretary | 70% |
| | | |
Carl A. Luna | Senior Vice President and Chief Financial Officer | 70% |
| | | |
Sharon J. Robinson | Senior Vice President; President and Chief Operating Officer, Oklahoma and Rocky Mountains | 70% |
| | | |
The committee also approved an increase in Ms. Robinson’s annual base salary to $270,000 in connection with Ms. Robinson’s recent assumption of responsibility for Copano’s Rocky Mountains operating segment.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 11, 2010, Copano held its annual meeting of unitholders, at which unitholders elected seven directors to serve until Copano’s annual meeting in 2011 and approved a proposal to ratify the Audit Committee’s selection of Deloitte & Touche LLP as Copano’s independent registered public accounting firm for 2010. The voting results are summarized below.
| Proposal One -- Election of Directors |
| | | |
James G. Crump | 32,999,127 | 173,734 | 25,235,807 |
Ernie L. Danner | 33,012,609 | 159,652 | 25,236,407 |
Scott A. Griffiths | 32,996,247 | 176,014 | 25,236,407 |
Michael L. Johnson | 33,031,953 | 140,308 | 25,236,407 |
R. Bruce Northcutt | 33,001,544 | 170,717 | 25,236,407 |
T. William Porter | 33,012,510 | 159,751 | 25,236,407 |
William L. Thacker | 32,990,520 | 181,741 | 25,236,407 |
Proposal Two -- Ratification of Audit Committee Selection of Independent Auditor |
| | | |
| 57,984,084 | 290,815 | 133,768 | — |
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.
| | | COPANO ENERGY, L.L.C. |
| | | |
| | | |
| May 14, 2010 | By: | | /s/ Douglas L. Lawing | |
| | | Douglas L. Lawing |
| | | Executive Vice President, General Counsel |
| | | and Secretary |
| | | |
