Spectra Energy 8-K Departure of Directors or Certain Officers

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-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 2, 2016 (April 26, 2016)

SPECTRA ENERGY CORP

(Exact name of registrant as specified in its charter)

Delaware	1-33007	20-5413139
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5400 Westheimer Court, Houston, Texas	77056
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code713-627-5400

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

¨ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule13e-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.

Approval of Spectra Energy Corp 2007 Long-Term Incentive Plan, as Amended and Restated

At the Annual Meeting of Shareholders (the “Annual Meeting”) of Spectra Energy Corp (the “Company”) held on April 26, 2016, the Company’s shareholders approved an amendment and restatement of the Spectra Energy Corp 2007 Long-Term Incentive Plan (the “LTIP”). The Board of Directors of the Company had previously adopted and approved the LTIP on February 16, 2016, subject to shareholder approval.

The amendment and restatement includes: (1) increasing the shares authorized for issuance under the LTIP by 12,500,000 shares, (2) adding additional performance measures available for awards designed to qualify as “performance-based” compensation, and (3) making certain other clarifying and administrative changes. In addition, the shareholder approval was also are-approval of the LTIP for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The foregoing summary is qualified in its entirety by reference to the terms of the LTIP, as amended and restated, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Approval of Spectra Energy Corp Executive Short-Term Incentive Plan, as Amended and Restated

At the Annual Meeting, the Company’s shareholders also re-approved the Spectra Energy Corp Executive Short-Term Incentive Plan (the “STIP”), as amended and restated, for purposes of Section 162(m) of the Code. The foregoing summary is qualified in its entirety by reference to the terms of the STIP, as amended and restated, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At Annual Meeting, the shareholders (i) elected all of the Company’s nominees for directors; (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2016; (iii) approved the amendments and restatements of the LTIP and STIP as described in Item 5.02 above; and (iv) approved compensation of the Company’s named executive officers on an advisory basis. The shareholders did not approve any of the shareholder proposals, which are listed below.

Nominees	For		Against		Abstain		Non-Votes
Gregory L. Ebel		443,059,996		12,879,450		2,622,703		126,665,727
F. Anthony Comper		453,385,984		3,617,242		1,558,923		126,665,727
Austin A. Adams		453,133,655		3,858,291		1,570,203		126,665,727
Joseph Alvarado		452,254,325		4,784,121		1,523,703		126,665,727
Pamela L. Carter		449,772,736		7,287,553		1,501,860		126,665,727
Clarence P. Cazalot Jr		452,082,644		4,919,806		1,559,699		126,665,727
Peter B. Hamilton		453,489,193		3,528,009		1,544,947		126,665,727
Miranda C. Hubbs		454,747,624		2,339,646		1,474,879		126,665,727
Michael McShane		453,757,577		3,272,423		1,532,149		126,665,727
Michael G. Morris		451,892,595		5,141,353		1,528,201		126,665,727
Michael E. J. Phelps		450,651,110		6,373,839		1,537,200		126,665,727
Proposal 2	For		Against		Abstain		Non-Votes
Ratification of		579,890,801		3,370,517		1,966,558
Deloitte & Touche LLP as
independent registered public accounting firm for 2016
Proposal 3
Approval of Spectra Energy Corp 2007 Long-Term		437,047,075		15,768,511		5,746,563		126,665,727
Incentive Plan, as amended and restated
Proposal 4
Approval of Spectra Energy Corp Executive Short-Term		441,029,108		13,981,426		3,551,615		126,665,727
Incentive Plan, as amended and restated
Proposal 5	For		Against		Abstain		Non-Votes
Approval of an advisory vote		434,976,154		19,588,642		3,997,353		126,665,727
on executive compensation
Proposal 6	For		Against		Abstain		Non-Votes
Shareholder Proposal - Political Contributions		123,257,732		264,799,632		70,504,785		126,665,727
Proposal 7	For		Against		Abstain		Non-Votes
Shareholder Proposal - Lobbying Activities		122,485,246		282,444,714		53,632,189		126,665,727

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Exhibit Description
10.1	Spectra Energy Corp 2007 Long-Term Incentive Plan, as amended and restated.
10.2	Spectra Energy Corp Executive Short-Term Incentive Plan, as amended and restated.

SIGNATURE

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.

SPECTRA ENERGY CORP

/s/ Annachiara Jones

Annachiara Jones

Assistant Secretary

Date: May 2, 2016

EXHIBIT INDEX

Exhibit Number	Exhibit Description
10.1	Spectra Energy Corp 2007 Long-Term Incentive Plan, as amended and restated.
10.2	Spectra Energy Corp Executive Short-Term Incentive Plan, as amended and restated.