UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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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
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the
Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported): April 24,
2009
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CLECO
CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Louisiana
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1-15759
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72-1445282
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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2030
Donahue Ferry Road
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Pineville,
Louisiana
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71360-5226
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (318)
484-7400
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CLECO
POWER LLC
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(Exact
name of registrant as specified in its
charter)
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Louisiana
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1-05663
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72-0244480
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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2030
Donahue Ferry Road
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Pineville,
Louisiana
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71360-5226
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(Address
of principal executive offices)
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(Zip
Code)
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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:
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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))
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Item
5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Darren
Olagues as Chief Financial Officer
On April 24, 2009, the Board of
Directors of Cleco Corporation (the “Company” or “Cleco”) and the Board of
Managers of Cleco Power LLC (“Cleco Power”) appointed Darren J. Olagues as the
new Senior Vice President and Chief Financial Officer (“CFO”) of the Company and
Cleco Power, respectively, effective May 7, 2009. Effective May 7,
2009, interim CFO Russell Davis will serve as Vice President - Investor
Relations and Chief Accounting Officer after serving as interim CFO since May
31, 2008.
Mr. Olagues, who is 38, has been
serving as Senior Vice President of Cleco Midstream Resources LLC, the Company’s
competitive wholesale generation business, since joining Cleco in July
2007. Prior to joining Cleco, Mr. Olagues was vice president of asset
management and development for Exelon Power (“Exelon”) from November 2006 to
July 2007 and served as Exelon’s director of corporate development from March
2005 to October 2006. He also served as senior vice president and CFO of Sithe
Energies from October 2002 to February 2005.
On July 30, 2007, the Company entered
into an Executive Employment Agreement with Mr. Olagues (the
“Agreement”). In connection with his new position, the Compensation
Committee of the Board of Directors approved an increase in his annualized base
salary to $270,000, representing a 16.5% increase from his prior base salary,
and a target Annual Incentive Plan (“Incentive Bonus”) award level of 45% of his
new annualized base salary. In addition, the Board of Directors
granted Mr. Olagues 2,352 shares of restricted Cleco common stock, the
restrictions on which will lapse on April 23, 2012, if Mr. Olagues remains
employed by the Company on such date. Mr. Olagues is also eligible to
participate in the Company’s Supplemental Executive Retirement
Plan. Mr. Olagues’ base salary, annual cash bonus and participation
in the Company’s Long-Term Incentive Compensation Plan (the “LTIP”) will be
reviewed at least annually by the Compensation Committee of the Board of
Directors.
If Mr. Olagues’ employment is
terminated by the Company without Cause, he will receive (a) Base Compensation
payable through the initial term of his Agreement, or July 30, 2010 and (b) his
Incentive Bonus payable in the target amount for the year in which the
termination occurs. In addition, at his written request, the Company
shall, pursuant to certain conditions, purchase his principal residence and pay
or reimburse him for the cost of relocation. Also, the Company shall,
pursuant to certain conditions, pay the continuation coverage premium if Mr.
Olagues and/or his dependents elect to continue group medical
coverage. Mr. Olagues shall also be fully vested for purposes of any
service or similar requirement imposed under the Supplemental Executive
Retirement Plan.
If Mr. Olagues’ employment is
terminated by the Company for Good Reason, a term used in connection with a
Change in Control, or without Cause at anytime within the 60-day period
preceding or 36-month period following a Change in Control he will receive (a)
an amount equal to three times the sum of his base compensation and target bonus
(as defined in the Agreement), (b) coverage, for a certain period of time, for
him and his dependents under the Company’s or an
Affiliate’s
group medical plan and (c) an amount equal to three times the Company’s maximum
matching contribution obligation under the Company’s 401(k) Savings and
Investment Plan. In addition, upon his departure the vesting shall be
accelerated, any restrictions shall lapse and all performance objectives shall
be deemed satisfied as to any outstanding grants or awards made to him under the
LTIP. Mr. Olagues shall also be fully vested for purposes of any
service or similar requirement imposed under the Supplemental Executive
Retirement Plan, and at his written request, the Company shall, pursuant to
certain conditions, purchase his principal residence and pay or reimburse him
for the cost of relocation.
If Mr. Olagues’ employment is
terminated by the Company for Cause, or if he terminates employment with the
Company, no payments or benefits shall be due to him from the Company, except as
may be required under a separate plan or as may be required by law.
If Mr. Olagues dies or becomes
disabled, he or his estate would receive his Incentive Bonus payable with
respect to the year of termination, prorated to reflect his actual period of
service.
Mr. Olagues is subject to a
non-solicitation clause during the one-year period beginning as of the date of
voluntary termination by him or an involuntary termination with
Cause.
Any payment potentially due under the
Agreement will be subject to a six-month delay should Mr. Olagues be a
“Specified Employee” as defined under Internal Revenue Code Section
409A. In the event of payment delay, no interest income becomes due
to him.
The foregoing description of the
Agreement is qualified in its entirety by reference to the Agreement, which is
attached hereto as Exhibit 10.1 and incorporated herein by
reference. Capitalized terms used and not otherwise defined herein
shall have the meanings given such terms in the Agreement.
Equity Award Granted to
Russell Davis
On April 24, 2009, the Board of
Directors, pursuant to the terms of the LTIP, granted Russell Davis in
connection with the completion of his responsibilities as Cleco’s interim CFO
4,942 shares of restricted Cleco common stock, the restrictions on which will
lapse on April 23, 2012, if Mr. Davis remains employed by the Company on such
date.
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Item
9.01 Financial Statements and
Exhibits.
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(d)
Exhibits.
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The
following exhibit is filed herewith:
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10.1
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Executive
Employment Agreement, dated July 30, 2007, by and between Darren J.
Olagues and Cleco Corporation.
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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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CLECO
CORPORATION
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Date: April
28, 2009
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By: /s/ R. Russell
Davis
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R.
Russell Davis
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Vice
President, Chief Accounting Officer & Interim
CFO
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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: April
28, 2009
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By: /s/ R. Russell
Davis
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R.
Russell Davis
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Vice
President, Chief Accounting Officer & Interim
CFO
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EXHIBIT
INDEX
Exhibit Number
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Exhibit Description
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10.1
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Executive
Employment Agreement, dated July 30, 2007, by and between Darren J.
Olagues and Cleco Corporation.
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