SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 4, 2011
MXENERGY HOLDINGS INC.
(Exact name of registrant as specified in its charter)
595 Summer Street, Suite 300, Stamford, Connecticut 06901
(Address and zip code of principal executive offices)
(Registrants telephone number, including area code)
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Sempra Energy Trading LLC (RBS Sempra) is the sole holder of Class B common stock, par value $0.01 per share (Class B Common Stock) of MXenergy Holdings, Inc. (the Company). Class B Common Stock represents approximately 7.3% of the Companys total outstanding common stock. In connection with two master supply and hedge agreements, RBS Sempra is also the Companys primary liquidity and hedge provider. Pursuant to the terms of the Companys Certificate of Incorporation, RBS Sempra is entitled to appoint one director to the Companys Board of Directors (the Class B Director). In March 2010, RBS Sempra appointed Jacqueline Mitchell to serve as the Class B Director. Effective February 4, 2011, Ms. Mitchell resigned from her role as the Class B Director due to her resignation from her position at RBS Sempra. During her tenure, Ms. Mitchell served on the Executive, Compensation and Governance Committee and the Risk Oversight Committee of the Companys Board of Directors.
Also effective February 4, 2011, RBS Sempra appointed Wayne Kubicek to serve as the Class B Director and Mr. Kubicek accepted the appointment. Mr. Kubicek is a Managing Director and Deputy General Counsel at RBS Sempra, where he provides legal advice and assistance to RBS Sempras senior management and its commodity trading and marketing team. As senior legal counsel, Mr. Kubicek is responsible for the management and mitigation of legal and other non-market risks. With over 25 years of experience providing counsel to major firms in the domestic and international energy trading markets, Mr. Kubicek is expected to provide the Company with the benefit of his risk management skills and transactional expertise. Mr. Kubicek will also serve on the Executive, Compensation and Governance Committee and the Risk Oversight Committee.
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.