8-K 1 form8-k.htm COPANO ENERGY, L.L.C. FORM 8-K form8-k.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 10, 2010
 
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.

On May 10, 2010, the Compensation Committee of the Board of Directors of Copano Energy, L.L.C. (“Copano”) approved 2010 target awards for officers under Copano’s Long-Term Incentive Plan.  The target awards for named executive officers, as a percentage of base salary, are set forth below:

Name
Title
Target Award Value
R. Bruce Northcutt
President and Chief Executive Officer
 135%
     
John A. Raber
Executive Vice President
 70%
     
Douglas L. Lawing
Executive Vice President, General Counsel and Secretary
 70%
     
Carl A. Luna
Senior Vice President and Chief Financial Officer
 70%
     
Sharon J. Robinson
Senior Vice President; President and Chief Operating Officer, Oklahoma and Rocky Mountains
 70%
     

The committee also approved an increase in Ms. Robinson’s annual base salary to $270,000 in connection with Ms. Robinson’s recent assumption of responsibility for Copano’s Rocky Mountains operating segment.


Item 5.07
Submission of Matters to a Vote of Security Holders.

On May 11, 2010, Copano held its annual meeting of unitholders, at which unitholders elected seven directors to serve until Copano’s annual meeting in 2011 and approved a proposal to ratify the Audit Committee’s selection of Deloitte & Touche LLP as Copano’s independent registered public accounting firm for 2010.  The voting results are summarized below.


Proposal One -- Election of Directors
Nominee
For
Witheld
Broker Non-Votes
James G. Crump
 32,999,127 173,734 25,235,807
Ernie L. Danner
 33,012,609 159,652 25,236,407
Scott A. Griffiths
 32,996,247 176,014 25,236,407
Michael L. Johnson
 33,031,953 140,308 25,236,407
R. Bruce Northcutt
 33,001,544 170,717 25,236,407
T. William Porter
 33,012,510 159,751 25,236,407
William L. Thacker
 32,990,520 181,741 25,236,407


Proposal Two -- Ratification of Audit Committee Selection of Independent Auditor
 
For
Against
Abstain
Broker Non-Votes
57,984,084
290,815
133,768
—

 
 
 
 

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.
     
     
May 14, 2010
 By:
  
/s/ Douglas L. Lawing
  
   
Douglas L. Lawing
   
Executive Vice President, General Counsel
   
and Secretary