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: May 6,
2009
EL
PASO CORPORATION
(Exact name of
Registrant as specified in its charter)
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Delaware
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1-14365
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76-0568816
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(State or
other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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El Paso
Building
1001 Louisiana
Street
Houston, Texas
77002
(Address of
principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (713) 420-2600
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:
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Written
communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On February 9, 2009, our Board of
Directors approved an amendment to the El Paso Corporation 2005 Omnibus
Incentive Compensation Plan (the “Omnibus Plan”), subject to stockholder
approval, to (i) increase the number of shares of common stock available for
issuance by 12.5 million shares, (ii) decrease the number of “full value” awards
(i.e., awards other than stock options and stock appreciation rights) available
for grant under the Omnibus Plan by 3.0 million, and (iii) clarify share
counting provisions. The amendment was incorporated into an amendment
and restatement of the Omnibus Plan, which was submitted for stockholder
approval at our 2009 Annual Meeting of Stockholders (the “2009 Annual
Meeting”).
On May 6, 2009, at the 2009 Annual
Meeting, our stockholders approved the amendment and restatement of the Omnibus
Plan. A description of the amended and restated Omnibus Plan and
additional information regarding the plan was included in our Proxy Statement
relating to the 2009 Annual Meeting filed with the Securities and Exchange
Commission on March 17, 2009. A copy of the amended and restated
Omnibus Plan is included as Exhibit 10.A to this Form 8-K and is incorporated
into this Item 5.02 by reference.
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Item
5.03
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Amendments
to Articles of Incorporation or By-laws; Change in Fiscal
Year
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Effective May 6, 2009, our Board of
Directors, upon recommendation of the Governance & Nominating Committee,
approved certain amendments to our By-laws. Apart from
non-substantive language and conforming changes and other technical and
cross-reference edits, the By-laws were amended in the manner summarized
below.
Section 2 of Article II and Section
3 of Article III were amended to clarify that, unless more than 13 calendar
months have elapsed since the last annual meeting of stockholders, nominations
for election to the Board may be made by stockholders only at annual meetings of
stockholders.
Sections 2 and 12 of Article II and
Section 3 of Article III were amended to require that a stockholder making a
proposal at a meeting of stockholders disclose not only the number of shares it
owns, but also all swaps, hedges and other derivative instruments and
arrangements entered into by the stockholder proponent, as well as any contract,
arrangement or understanding with respect to the proponent's investment in our
securities. Additional disclosure requirements were also added to
require full disclosure of a proponent’s voting power.
Section 12 of Article II and Section
3 of Article III were also amended to clarify that the advance notice provisions
for stockholder proposals and director nominations are distinct from the
requirements of Rule 14a-8 under the Securities Exchange Act of
1934. The Sections were further revised to clarify that the advance
notice requirements set forth therein apply whether a stockholder intends the
proposal to be included in the company’s proxy statement or
otherwise.
Section 5 of Article III was amended
to provide that in the event a director is removed at a special meeting of
stockholders called for that purpose, any vacancy in the Board caused by such
removal will be filled by a vote of the majority of the directors then in
office.
Section 6 of Article III was amended
to remove the requirement that the Chairman of the Board not be an officer of
the company. Section 6, as revised, provides that when the Chairman
of the Board is a management director, the Board will designate a non-management
director as Lead Director. The duties and powers of the Lead Director
are also set forth in this Section.
The foregoing is merely a summary of
the material amendments to the By-laws and is qualified in its entirety by the
amended By-laws, a copy of which is included as Exhibit 3.B to this Form 8-K and
is incorporated into this Item 5.03 by reference.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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3.B
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By-laws of El
Paso Corporation, as amended May 6, 2009.
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10.A
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El Paso Corporation
2005 Omnibus Incentive Compensation Plan, as amended and restated
effective May 6, 2009.
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2
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
thereunto duly authorized.
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EL PASO
CORPORATION
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By:
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John
R. Sult
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Senior Vice
President and Controller
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(Principal
Accounting Officer)
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Dated: May
6, 2009
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Exhibit
Number
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Description
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3.B
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By-laws of El
Paso Corporation, as amended May 6, 2009.
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10.A
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El Paso Corporation
2005 Omnibus Incentive Compensation Plan, as amended and restated
effective May 6, 2009.
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