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EX-99.1 - SUMMARY OF NON-EXECUTIVE DIRECTOR COMPENSATION - Copano Energy, L.L.C.ex99-1.htm




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): November 15, 2011
 
COPANO ENERGY, L.L.C.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-32329
 
51-0411678
(State or Other Jurisdiction of
 Incorporation or Organization)
 
(Commission File Number)
 
(I.R.S. Employer
 Identification No.)
         
2727 Allen Parkway, Suite 1200
 Houston, Texas
 
77019
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s Telephone Number, including Area Code: (713) 621-9547
 
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):
 
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.

2012 Compensation for Named Executive Officers

On November 15, 2011, the Compensation Committee of the Board of Directors of Copano Energy, L.L.C. (“Copano”) approved salary adjustments, which will be effective January 1, 2012, and individual award targets for 2012 under Copano’s Long Term Incentive Plan (“LTIP”) and Management Incentive Compensation Plan (“MICP”).  The salaries and targets approved for Copano’s named executive officers are set forth below.


Name
Title
2012 Salary
2012 MICP Target
2012 LTIP Target
R. Bruce Northcutt
President and Chief Executive Officer
$455,000
100%
210%
Douglas L. Lawing
Executive Vice President, General Counsel and Secretary
$295,500
60%
125%
Carl A. Luna
Senior Vice President and Chief Financial Officer
$288,750
60%
125%
Sharon J. Robinson
Senior Vice President; President and Chief Operating Officer, Oklahoma and Rocky Mountains
$302,500
60%
125%
James E. Wade
Senior Vice President; President and Chief Operating Officer, Texas
$302,500
60%
125%

Director Compensation

On November 16, 2011, the Compensation Committee recommended, and the Board approved, increases in annual retainers payable to chairmen of the Board’s Compensation and Nominating and Governance committees from $6,000 to $8,000.

A summary of non-executive director compensation is filed as Exhibit 99.1 to this report.



 
 
 
 

Item 9.01. Financial Statements and Exhibits.
 
(d)   Exhibits.



Exhibit No.
 
Description
     
99.1
 
Summary of Non-Executive Director Compensation
     



 
 
 
 

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.
 
   
COPANO ENERGY, L.L.C.
     
     
Date: November 21, 2011
 
By:
 
/s/ Douglas L. Lawing
 
   
Douglas L. Lawing
   
Executive Vice President, General Counsel
   
and Secretary
     


 
 
 
 

Exhibit Index


Exhibit No.
 
Description
     
99.1
 
Summary of Non-Executive Director Compensation