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):
December 9,
2008
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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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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.
In
October 2008, the Compensation Committee (the “Committee”) of the Board of
Directors (the “Board”) of Cleco Corporation (the “Company”) and the Board
approved certain amendments to the Cleco Corporation Deferred Compensation Plan,
the Cleco Corporation 2000 Long-Term Incentive Compensation Plan and the Cleco
Corporation Supplemental Executive Retirement Plan to comply with the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended
(“Section 409A”), concerning the taxation of deferred
compensation. These amendments were filed as exhibits to the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2008, which was filed with the Securities and Exchange Commission on
November 5, 2008. On December 4 and 5, 2008, the Committee and the
Board approved additional Section 409A corrective amendments to the plans noted
above, which amendments are filed as exhibits to this Current Report and
incorporated herein by reference.
During
December 2008, the Company expects to enter into an addendum to the existing
employment agreement between the Company and each of its executive officers (the
“Addendum”). On December 8, 2008, the Addendum was entered into by
the Company and certain of its executive officers, including Michael H. Madison,
President and Chief Executive Officer of the Company, Dilek Samil, President and
Chief Operating Officer of Cleco Power LLC, R. Russell Davis, Vice President,
Chief Accounting Officer & Interim CFO of the Company, George W. Bausewine,
Senior Vice President of Corporate Services of the Company and William G.
Fontenot, Vice President of Regulated Generation Development of Cleco Power
LLC. The Addendum, which is filed as an exhibit to this Current
Report and incorporated herein by reference, is intended to conform certain
provisions of the existing executive officer employment agreements to Section
409A, specifically: (a) to provide that the payments or benefits due to a
“specified employee” on account of a “separation from service” will be delayed
for six months following the occurrence of such employee’s separation date, to
the extent earlier distribution is not permitted under Section 409A; (b) to
subject any reimbursement due to the executive officer to the timing rules
imposed under Section 409A; (c) to provide that the Company shall pay to the
executive officer an amount equal to the continuation coverage premium for the
group medical plan maintained by the Company, in lieu of the actual continuation
of coverage; (d) to provide specific rules for the timing of certain cash
payments to the executive officer, and (e) to provide a revised definition of
“constructive termination.”
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed herewith:
10.1 Cleco
Corporation 2000 Long-Term Incentive Compensation Plan, Amendment No. 5;
effective as of January 1, 2009.
10.2 Cleco
Corporation Deferred Compensation Plan, Corrective Section 409A Amendment,
effective as of January 1, 2009.
10.3 Cleco
Corporation Supplemental Executive Retirement Plan (Amended and Restated
Effective January 1, 2008),
Amendment
No. 1, effective as of January 1, 2009.
10.4 Form
of Addendum to Executive Officer Employment Agreement.
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.
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CLECO
CORPORATION
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Date:
December 9, 2008
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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
Exhibit
Description
10.1
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Cleco
Corporation 2000 Long-Term Incentive Compensation Plan, Amendment No. 5;
effective as of January 1, 2009.
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10.2
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Cleco
Corporation Deferred Compensation Plan, Corrective
Section
409A Amendment, effective as of January 1, 2009.
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10.3
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Cleco
Corporation Supplemental Executive Retirement Plan (Amended and Restated
Effective January 1, 2009), Amendment No. 1, effective as of January 1,
2009.
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10.4
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Form
of Addendum to Executive Officer Employment
Agreement.
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