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CHENIERE ENERGY, INC.
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Delaware
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1-16383
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95-4352386
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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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700 Milam Street
Suite 800
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) 375-5000
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Director
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Number of Votes
For
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Number of Votes Withheld
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Number of Broker
Non-Votes
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Nuno Brandolini
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106,422,742
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2,017,699
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27,187,084
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John M. Deutch
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51,336,017
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57,104,424
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27,187,084
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Paul J. Hoenmans
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106,419,870
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2,020,571
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27,187,084
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ITEM 2:
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APPROVAL OF AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION
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Number of Votes
For
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Number of Votes Against
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Number of Votes Abstain
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Number of Broker Non-Votes
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121,553,020
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13,661,095
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413,410
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0
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ITEM 3:
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NON-BINDING AND ADVISORY VOTE ON THE COMPANY'S 2011 EXECUTIVE COMPENSATION
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Number of Votes
For
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Number of Votes Against
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Number of Votes Abstain
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Number of Broker Non-Votes
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92,495,311
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12,092,509
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3,852,621
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27,187,084
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ITEM 4:
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RATIFICATION OF THE AUDIT COMMITTEE'S APPOINTMENT OF ERNST & YOUNG LLP
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Number of Votes
For
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Number of Votes Against
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Number of Votes Abstain
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Number of Broker Non-Votes
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135,140,249
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281,773
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205,503
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0
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3.1
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Certificate of Amendment of Restated Certificate of Incorporation of Cheniere Energy, Inc.*
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CHENIERE ENERGY, INC.
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Date:
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June 7, 2012
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By:
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/s/ Meg A. Gentle
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Name:
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Meg A. Gentle
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Title:
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Senior Vice President and
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Chief Financial Officer
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3.1
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Certificate of Amendment of Restated Certificate of Incorporation of Cheniere Energy, Inc.*
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1.
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That the Board of Directors of the Corporation duly adopted a resolution setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation, as amended by a Certificate of Amendment dated February 8, 2005, declaring its advisability and directing that this amendment be submitted for consideration by its stockholders. The resolution is as follows:
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2.
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That thereafter, stockholders of the Corporation at an annual meeting thereof, duly adopted the foregoing amendment.
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3.
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That said amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.
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4.
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That the capital of the Corporation shall not be reduced under or by reason of said amendment.
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CHENIERE ENERGY, INC.
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By:
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/s/ Meg A. Gentle
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Name:
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Meg A. Gentle
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Title:
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Senior Vice President and
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Chief Financial Officer
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