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): November 14, 2012
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.) |
| | | | | |
1200 Smith Street, Suite 2300 Houston, Texas | | 77002 |
| (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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2013 Compensation for Named Executive Officers
On November 14, 2012, the Compensation Committee of the Board of Directors of Copano Energy, L.L.C. (“Copano”) approved salary adjustments, which will be effective January 1, 2013, and individual award targets for 2013 under Copano’s Long Term Incentive Plan (“LTIP”) and Management Incentive Compensation Plan (“MICP”). The salaries and targets approved for Copano’s named executive officers are set forth below.
| | | | |
| R. Bruce Northcutt | President and Chief Executive Officer | $500,000 | 100% | 210% |
| Douglas L. Lawing | Executive Vice President, General Counsel and Secretary | $325,100 | 70% | 130% |
| Carl A. Luna | Senior Vice President and Chief Financial Officer | $317,600 | 75% | 130% |
| Sharon J. Robinson | Senior Vice President; President and Chief Operating Officer, Oklahoma and Rocky Mountains | $311,600 | 65% | 125% |
| James E. Wade | Senior Vice President; President and Chief Operating Officer, Texas | $317,600 | 65% | 125% |
Director Compensation
On November 14, 2012, the Compensation Committee recommended, and the Board approved, increases in annual retainers payable to chairmen of the Board’s Compensation and Nominating and Governance committees from $8,000 to $10,000.
A summary of non-executive director compensation is filed as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | | Description |
| | | |
| 99.1 | | Summary of Non-Executive Director Compensation |
| | | |
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. |
| | | |
| | | |
Date: November 20, 2012 | By: | | /s/ Douglas L. Lawing | |
| | | Douglas L. Lawing |
| | | Executive Vice President, General Counsel |
| | | and Secretary |
| | | |
