UNITED
STATES
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:
May
31, 2005
(Date
of Earliest Event Reported: May 24, 2005)
EL
PASO CORPORATION
(Exact
name of Registrant as specified in its charter)
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Delaware
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1-14365
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76-0568816 |
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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.) |
El
Paso Building
1001
Louisiana Street
Houston,
Texas 77002
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (713) 420-2600
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))
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Item 1.01
Entry Into a Material Definitive Agreement.
At the Annual
Meeting of Stockholders of the El Paso Corporation (“El Paso”) held on
May 26, 2005 (the “Annual Meeting”), our stockholders voted upon and
approved the El Paso Corporation 2005 Compensation Plan for
Non-Employee Directors and the El Paso Corporation 2005 Omnibus
Incentive Compensation Plan. A description of each plan and additional
information concerning the plans was included in our proxy statement relating to
the Annual Meeting filed with the Securities and Exchange Commission on March
31, 2005 (the “Proxy Statement”). The El Paso Corporation 2005
Compensation Plan for Non-Employee Directors is attached as Exhibit 10.A and the
El Paso Corporation 2005 Omnibus Incentive Compensation Plan is attached as
Exhibit 10.B to this Current Report on Form 8-K. Additional information
concerning the voting results for the approval of each of the plans is contained
in Item 8.01 Other Information of this Current Report on Form 8-K.
Also at the Annual
Meeting, the stockholders elected Robert F. Vagt as a new non-management
director, who will receive compensation from El Paso as described under the
heading “2004 Compensation for Non-Employee Directors” in the Proxy Statement.
Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers.
Effective at the Annual Meeting, John M.
Bissell retired from the El Paso Board of Directors at the age of 74, after
serving as a director since 2001. Mr. Bissell also served on the Compensation
and Audit Committees of the Board of Directors. Mr. Bissell reached the
mandatory retirement age pursuant to El Paso’s Corporate Governance
Guidelines and did not stand for reelection.
All of our other incumbent directors stood for
reelection and we added one new nominee, Robert F. Vagt, who is “independent”
under the listing standards of the New York Stock Exchange and will serve on the
Governance & Nominating and Finance Committees. Each director is
elected annually to serve for a one-year term and until his successor has been
duly elected and shall qualify. Additional information concerning the voting
results for each of the twelve directors nominated and elected is contained in
Item 8.01 Other Information of this Current Report on Form 8-K and is
incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On May 26, 2005, we
filed with the Secretary of State of the State of Delaware (the “Secretary of
State”) an Amended and Restated Certificate of Incorporation to incorporate the
changes contained in the Certificate of Designations of 4.99% Convertible
Perpetual Preferred Stock (the “Certificate of Designations”), which was filed
with the Secretary of State on April 14, 2005. A description of the
Certificate of Designations is contained in our Current Report on Form 8-K filed
with the SEC on April 15, 2005 and is incorporated herein by reference. A
copy of the Second Amended and Restated Certificate of Incorporation is attached
hereto as Exhibit 3.A.
Item
8.01 Other Information.
Annual Meeting
Results
Proposals presented for a stockholders’ vote at
the Annual Meeting included the election of twelve directors, the approval of
the El Paso Corporation 2005 Compensation Plan for Non-Employee Directors
and the El Paso Corporation 2005 Omnibus Incentive Compensation Plan,
and the ratification of the appointment of PricewaterhouseCoopers LLP as
independent certified public accountants for the fiscal year 2005.
Each of the twelve incumbent directors
nominated by El Paso was elected with the following voting results:
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Nominee |
FOR |
WITHHELD |
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Juan Carlos
Braniff |
485,595,368 |
88,809,979 |
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James L.
Dunlap |
541,603,167 |
32,802,181 |
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Douglas L.
Foshee |
543,249,311 |
31,156,036 |
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Robert W.
Goldman |
542,550,733 |
31,854,615 |
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Anthony W.
Hall Jr |
542,862,204 |
31,543,144 |
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Thomas R.
Hix |
542,674,189 |
31,731,159 |
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William H.
Joyce |
467,120,817 |
107,284,531 |
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Ronald L.
Kuehn, Jr. |
538,531,144 |
35,874,204 |
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J. Michael
Talbert |
541,856,536 |
32,548,812 |
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Robert F.
Vagt |
543,436,611 |
30,968,737 |
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John L.
Whitmire |
542,343,901 |
32,061,447 |
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Joe B.
Wyatt |
542,582,667 |
31,822,681 |
The proposals to approve the El Paso Corporation 2005
Compensation Plan for Non-Employee Directors and the
El Paso Corporation 2005 Omnibus Incentive Compensation Plan were
adopted with the following voting results:
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FOR |
AGAINST |
ABSTAIN | |||
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Proposal to approve the El Paso Corporation
2005 Compensation Plan for Non-Employee Directors |
406,537,306 |
31,591,247 |
5,942,757 | ||
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Proposal to approve the El Paso Corporation
2005 Omnibus Incentive Compensation Plan |
379,557,767 |
58,362,022 |
6,151,522 |
The appointment of PricewaterhouseCoopers LLP
as El Paso’s independent certified public accountants for the fiscal year 2005
was ratified with the following voting results:
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FOR |
AGAINST |
ABSTAIN | ||||
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Proposal to ratify the appointment of PricewaterhouseCoopers
LLP as independent certified public accountants |
488,435,384 |
81,459,708 |
4,510.255 | |||
Securities and
Exchange Commission Subpoena - Production Hedges
On May 24, 2005, we
received a subpoena from the U.S. Securities and Exchange Commission ("SEC")
requesting the production of documents related to certain hedges of our natural
gas and oil production. This subpoena follows an informal inquiry initiated by
the SEC in June 2002 regarding the issue of round trip trades. We complied with
the SEC’s request for information in connection with the prior inquiry and
intend to cooperate with the SEC investigation of this matter.
Item 9.01
Financial Statements and
Exhibits.
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(c) |
Exhibits. |
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Exhibit No. |
Description | |
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3.A |
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Second Amended and Restated Certificate of
Incorporation |
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10.A |
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El Paso Corporation 2005 Compensation Plan for
Non-Employee Directors |
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10.B |
El Paso Corporation 2005 Omnibus Incentive
Compensation Plan |
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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EL
PASO CORPORATION | |
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By: |
/s/ Jeffrey I. Beason |
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Jeffrey
I. Beason |
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Senior Vice
President and Controller |
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(Principal Accounting
Officer) |
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Dated: May
31, 2005
EXHIBIT
INDEX
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Exhibit No. |
Description | |
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3.A |
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Second Amended and Restated Certificate of
Incorporation |
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10.A |
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El Paso Corporation 2005 Compensation Plan for
Non-Employee Directors |
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10.B |
El Paso Corporation 2005 Omnibus Incentive
Compensation Plan |