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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| 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 |
| the Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): October 17, 2025 |
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| CLECO CORPORATE HOLDINGS LLC |
| (Exact name of registrant as specified in its charter) |
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| Louisiana | 1-15759 | 72-1445282 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2030 Donahue Ferry Road
Pineville, Louisiana 71360-5226
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (318) 484-7400
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| CLECO POWER LLC |
| (Exact name of registrant as specified in its charter) |
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| Louisiana | 1-05663 | 72-0244480 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2030 Donahue Ferry Road
Pineville, Louisiana 71360-5226
(Address of principal executive offices) (Zip Code)
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 (see General Instruction A.2): |
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Cleco Corporate Holdings LLC: None | Cleco Power LLC: None |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o |
Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Change in a Compensatory Arrangement
On October 17, 2025, William G. Fontenot, President and Chief Executive Officer of Cleco Corporate Holdings LLC and Chief Executive Officer of Cleco Power LLC (together, the “Company”) entered into Amendment Number 1 to Mr. Fontenot’s Employment Agreement. This amendment provides for additional vesting of Long-Term Incentive Plan (“LTIP”) incentives. Under this amendment, Mr. Fontenot is subject to the same LTIP terms and conditions as all other plan participants, and will vest in 100% of outstanding LTIP incentives granted before the year of his retirement, and on a pro rata basis with respect to the outstanding LTIP incentive granted for the year of retirement. This replaces the previous method of pro rata vesting for all outstanding LTIP incentives for Mr. Fontenot. These provisions apply only if Mr. Fontenot remains employed by the Company through the last day of the Retention Period as defined in the Company’s 2025 Executive Retention Plan, or if he is involuntarily terminated without cause or voluntarily separates from service for good reason within such Retention Period.
The foregoing description of the material terms and conditions of the agreement with Mr. Fontenot does not purport to be complete and is subject to, and qualified, in its entirety by, the full text of the agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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| Exhibit No. | Document |
| 10.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 CORPORATE HOLDINGS LLC |
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| Date: October 23, 2025 | By: | /s/ Tonita Laprarie |
| | | Tonita Laprarie |
| | | Controller and Chief Accounting Officer |
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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| | CLECO POWER LLC |
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| Date: October 23, 2025 | By: | /s/ Tonita Laprarie |
| | | Tonita Laprarie |
| | | Controller and Chief Accounting Officer |