Attached files
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| EX-99.1 - FORM OF PHANTOM UNIT AWARD AGREEMENT - 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): May 15, 2012
COPANO ENERGY, L.L.C.
(Exact name of registrant as specified in its charter)
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Delaware
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001-32329
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51-0411678
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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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1200 Smith Street, Suite 2300
Houston, Texas
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77002
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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: (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))
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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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Annual Awards under Long-Term Incentive Plan
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On May 15, 2012, the Compensation Committee of the Board of Directors of Copano Energy, L.L.C. (“Copano”) completed its annual process of considering and making awards under Copano’s Long-Term Incentive Plan (“LTIP”), including awards to named executive officers. The Committee approved awards in accordance with previously approved individual award targets and based on the closing price for Copano’s common units on the trading day immediately preceding the grant date.
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Phantom Unit Award Agreement
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The Committee also approved a new form of phantom unit award agreement for use with the 2012 annual LTIP awards and future awards of phantom units. The revised award agreement provides that vesting as a result of death or disability would occur as of the date of termination of employment, rather than during a designated month, and eliminates a reference to Copano/Operations, Inc., the counterparty under an administrative services agreement with Copano that was terminated in 2011. A copy of the award agreement is filed as Exhibit 99.1 to this report.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On May 17, 2012, Copano held its annual meeting of unitholders. The proposals acted upon are summarized below, together with the voting results.
Unitholders elected eight directors to serve until Copano’s annual meeting in 2013.
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Proposal One -- Election of Directors
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Nominee
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For
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Witheld
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Broker Non-Votes
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James G. Crump
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49,645,376 | 323,301 | 27,425,854 | |||||||||
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Ernie L. Danner
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49,663,425 | 305,252 | 27,425,854 | |||||||||
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Scott A. Griffiths
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49,731,493 | 237,184 | 27,425,854 | |||||||||
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Michael L. Johnson
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49,742,977 | 225,700 | 27,425,854 | |||||||||
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Michael G. MacDougall
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49,727,866 | 240,811 | 27,425,854 | |||||||||
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R. Bruce Northcutt
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49,691,848 | 276,829 | 27,425,854 | |||||||||
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T. William Porter
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49,692,580 | 276,097 | 27,425,854 | |||||||||
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William L. Thacker
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49,692,263 | 276,414 | 27,425,854 | |||||||||
Unitholders also approved a proposal to ratify the Audit Committee’s selection of Deloitte & Touche LLP as Copano’s independent registered public accounting firm for 2013.
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Proposal 2 -- Ratification of Audit Committee Selection of Independent Auditor
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For
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Against
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Abstain
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Broker Non-Votes
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| 76,623,287 | 692,244 | 79,000 | — | |||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Form of Phantom Unit Award Agreement
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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 hereunto duly authorized.
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COPANO ENERGY, L.L.C.
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May 21, 2012
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By:
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/s/ Douglas L. Lawing
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Douglas L. Lawing
Executive Vice President, General Counsel
and Secretary
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Form of Phantom Unit Award Agreement
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