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LNG > SEC Filings for LNG > Form 8-K on 7-Jun-2012All Recent SEC Filings

Show all filings for CHENIERE ENERGY INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CHENIERE ENERGY INC


7-Jun-2012

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission o


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Annual Meeting of Stockholders of Cheniere Energy, Inc. (the "Company") held on June 1, 2012 (the "Annual Meeting"), our stockholders approved, upon recommendation of the Company's Board of Directors, an amendment to the Company's Restated Certificate of Incorporation, as amended, to increase the number of shares of authorized common stock of the Company from 240,000,000 to 480,000,000. The amendment became effective upon the Company filing a Certificate of Amendment of Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 1, 2012. Additional information regarding the amendment to the Company's Restated Certificate of Incorporation, as amended, was included in our Proxy Statement dated April 19, 2012, relating to the Annual Meeting. The foregoing description of the amendment is qualified in its entirety by reference to the Certificate of Amendment, which is attached as Exhibit 3.1 to this report and is incorporated herein by reference.



Item 5.07. Submission of Matters to a Vote of Security Holders.
We held an annual meeting of our stockholders on June 1, 2012. Four proposals, as described in the Company's Proxy Statement dated April 19, 2012, were voted upon at the meeting. The following is a brief description of the matters voted upon and the final voting results.

ITEM 1:  ELECTION OF DIRECTORS

                 Number of Votes                          Number of Broker
Director               For       Number of Votes Withheld    Non-Votes
Nuno Brandolini    106,422,742          2,017,699            27,187,084
John M. Deutch     51,336,017           57,104,424           27,187,084
Paul J. Hoenmans   106,419,870          2,020,571            27,187,084

Each of the nominated directors received the affirmative vote of a plurality of the votes cast and were elected as Class II directors to serve until the 2015 annual meeting of stockholders or until his successor is duly elected and qualified.

ITEM 2: APPROVAL OF AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION

Number of Votes Number of Broker For Number of Votes Against Number of Votes Abstain Non-Votes 121,553,020 13,661,095 413,410 0

The stockholders voted in favor of the amendment to the Company's Restated Certificate of Incorporation, as amended, to increase the number of shares of authorized common stock of the Company from 240,000,000 to 480,000,000.


ITEM 3: NON-BINDING AND ADVISORY VOTE ON THE COMPANY'S 2011 EXECUTIVE
COMPENSATION

Number of Votes Number of Broker For Number of Votes Against Number of Votes Abstain Non-Votes 92,495,311 12,092,509 3,852,621 27,187,084

The stockholders voted in favor of the compensation awarded to the Company's named executive officers for 2011.

ITEM 4: RATIFICATION OF THE AUDIT COMMITTEE'S APPOINTMENT OF ERNST & YOUNG LLP

Number of Votes Number of Broker For Number of Votes Against Number of Votes Abstain Non-Votes 135,140,249 281,773 205,503 0

The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent auditors for 2012.



Item 9.01 Financial Statements and Exhibits.

d) Exhibits

Exhibit
Number    Description
3.1                Certificate of Amendment of Restated Certificate of
                   Incorporation of Cheniere Energy, Inc.*

*Filed Herewith

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