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): May 13, 2015
CALPINE CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | 1-12079 | 77-0212977 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
717 Texas Avenue, Suite 1000, Houston, Texas 77002
(Addresses of principal executive offices and zip codes)
Registrant's telephone number, including area code: (713) 830-2000
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):
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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| | ITEM 5.03 — AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR | |
| | ITEM 5.07 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | |
| | ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS | |
| | SIGNATURES | |
ITEM 5.03 — AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On May 13, 2015, as detailed below under Item 5.07, the shareholders of Calpine Corporation (the “Company”) voted to approve certain amendments to the Company’s bylaws to implement majority voting in uncontested director elections. The amendments are described in further detail in the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on March 31, 2015. The majority voting standard will only apply in uncontested elections. Under the majority voting standard, a director is elected if he or she receives more votes in favor of such director’s election than votes against such director’s election. In a contested election, director nominees would continue to be elected by a plurality vote standard. The amended and rested bylaws became effective on May 13, 2015, immediately upon the approval by the Company’s shareholders. The foregoing description is qualified in its entirety by reference to the complete copy of the amended and restated bylaws of Calpine Corporation, which is attached as Exhibit 3.1 to this report and incorporated herein by reference.
ITEM 5.07 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of shareholders of the Company was held on May 13, 2015. There were 375,312,062 shares of common stock entitled to be voted, and 315,666,223 shares present in person or represented by proxy. Five items of business were acted upon by shareholders at the annual meeting: (1) the election of eight directors nominated by the Board to serve until the 2016 annual meeting of shareholders and until their successors are elected and duly qualified, (2) ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015, (3) approval, on an advisory basis, of named executive officer compensation, (4) approval to amend and restate the Company's bylaws and (5) reapproval of the material terms of the performance goals under the Calpine Corporation 2008 Equity Incentive Plan.
(b) All matters voted upon at the Annual Meeting were approved. The voting results are as follows:
Proposal 1 — Election of Directors
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| | | | | | | | | |
| | | Number of | | Number of Votes | | Broker |
| Names | | Votes For | | Withheld | | Non-Votes |
| Frank Cassidy | | 299,128,608 |
| | 1,568,122 |
| | 14,969,493 |
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| Jack A. Fusco | | 299,804,530 |
| | 892,200 |
| | 14,969,493 |
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| John B. (Thad) Hill III | | 300,294,296 |
| | 402,434 |
| | 14,969,493 |
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| Michael W. Hofmann | | 299,111,613 |
| | 1,585,117 |
| | 14,969,493 |
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| David C. Merritt | | 300,277,817 |
| | 418,913 |
| | 14,969,493 |
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| W. Benjamin Moreland | | 300,295,968 |
| | 400,762 |
| | 14,969,493 |
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| Robert A. Mosbacher, Jr. | | 298,197,037 |
| | 2,499,693 |
| | 14,969,493 |
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| Denise M. O'Leary | | 298,296,110 |
| | 2,400,620 |
| | 14,969,493 |
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Proposal 2 — To Ratify the Selection of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2015
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| | | |
| For | | 314,907,456 |
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| Against | | 616,811 |
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| Abstentions | | 141,956 |
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| Broker Non-Votes | | — |
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Proposal 3 — To Approve, on an Advisory Basis, Named Executive Officer Compensation
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| | | |
| For | | 293,971,228 |
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| Against | | 6,454,326 |
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| Abstentions | | 271,176 |
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| Broker Non-Votes | | 14,969,493 |
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Proposal 4 — To Approve the Amendment and Restatement of the Company's Bylaws to Implement Majority Voting in Uncontested Director Elections
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| | | |
| For | | 300,433,398 |
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| Against | | 140,124 |
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| Abstentions | | 123,208 |
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| Broker Non-Votes | | 14,969,493 |
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Proposal 5 — To Reapprove the Material Terms of the Performance Goals under the Calpine Corporation 2008 Equity Incentive Plan for Purposes of Section 162(m) of the Internal Revenue Code
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| | | |
| For | | 290,210,126 |
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| Against | | 10,209,693 |
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| Abstentions | | 276,911 |
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| Broker Non-Votes | | 14,969,493 |
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ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
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| | |
| Exhibit No. | | Description |
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| 3.1 | | Amended and Restated Bylaws of Calpine Corporation. |
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.
CALPINE CORPORATION
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| | | | |
| | | By: | /s/ ZAMIR RAUF | |
| | | | Zamir Rauf | |
| | | | Executive Vice President and | |
| | | | Chief Financial Officer | |
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| | Date: May 13, 2015 | | | |
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
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| | |
| Exhibit No. | | Description |
| | | |
| 3.1 | | Amended and Restated Bylaws of Calpine Corporation. |
