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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
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| FORM 8-K |
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| CURRENT REPORT |
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| Pursuant to Section 13 or 15(d) of |
| the Securities Exchange Act of 1934 |
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| Date of Report (Date of earliest event reported): December 13, 2023 |
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| CLECO CORPORATE HOLDINGS LLC |
| (Exact name of registrant as specified in its charter) |
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| Louisiana | 1-15759 | 72-1445282 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2030 Donahue Ferry Road
Pineville, Louisiana 71360-5226
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (318) 484-7400
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| CLECO POWER LLC |
| (Exact name of registrant as specified in its charter) |
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| Louisiana | 1-05663 | 72-0244480 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2030 Donahue Ferry Road
Pineville, Louisiana 71360-5226
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (318) 484-7400
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| 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): |
| ☐ 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 14d-2(b) 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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| Securities registered pursuant to Section 12(b) of the Act: |
| Cleco Corporate Holdings LLC: None | Cleco Power LLC: None |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 13, 2023, James McLean notified Cleco Corporate Holdings LLC (“Cleco”) and Cleco Power LLC (“Cleco Power” and together with Cleco, the “Company”) of his decision to resign from the Boards of Managers of the Company (the “Boards”). On February 12, 2024, Mr. McLean delivered a confirmatory resignation letter to the Company, effective as of the prior date, December 13, 2023. Mr. McLean served on the Asset Management Committee. Mr. McLean’s resignation from the Boards did not result from any disagreement with the Company on any matter relating to its operations, policies, or practices.
On February 12, 2024, Dylan Arnould was appointed as a member of the Boards of Managers of Cleco Group LLC and Cleco. Mr. Arnould was appointed to the Boards of Managers by John Hancock Financial and will serve on the Audit Committee of the Board of Managers of Cleco. Under the governance arrangements contained in the organizational agreements of Cleco Partners L.P., entities managed by each of Macquarie Infrastructure Partners III, L.P., BCI, and John Hancock Financial have the right to designate certain managers of the Company. Other than as noted above, there are no other arrangements or understandings between Mr. Arnould and any other persons pursuant to which Mr. Arnould was selected as a Manager of Cleco.
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.
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| | CLECO CORPORATE HOLDINGS LLC |
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| Date: February 13, 2024 | By: | /s/ Tonita Laprarie |
| | | Tonita Laprarie |
| | | Controller and Chief Accounting Officer |
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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| | CLECO POWER LLC |
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| Date: February 13, 2024 | By: | /s/ Tonita Laprarie |
| | | Tonita Laprarie |
| | | Controller and Chief Accounting Officer |
