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 (Date of earliest event reported): December 19, 2014


CLECO CORPORATION
(Exact name of registrant as specified in its charter)

Louisiana
1-15759
72-1445282
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
 
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


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))








Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 19, 2014, the Board of Directors (the “Board”) of Cleco Corporation (the “Company”) approved an amendment to the Cleco Corporation Executive Severance Plan (“Executive Plan”) to be effective following compliance with provisions under the Executive Plan requiring notice of any amendments to affected employees.  The amendment: (i) expands the definition of “Committee” to include the Board or any designee thereof; (ii) amends the definition of “Good Reason” to remove the authority of the Compensation Committee of the Board to make determinations of “Good Reason” under the Executive Plan; and (iii) deletes from Subsection (b) of Section 7.3 of the Executive Plan the following clause “no amendment shall materially adversely affect the rights or benefits of any Covered Executive hereunder during a Change in Control Period without his or her prior written consent” and amends it with the following clause “no termination or other amendment that materially adversely affects the rights or benefits of any Covered Executive hereunder shall be made or effective during the Change in Control Period, without the prior written consent of such executive.”

Effective December 22, 2014, the Company entered into agreements with Bruce A. Williamson, Darren J. Olagues, Thomas R. Miller, Judy P. Miller, Wade A. Hoefling and Keith D. Crump, each of whom is a named executive officer (“NEO”) as identified in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 14, 2014. The agreements enable the Company to recover from the NEOs any payments of the 2014 Pay for Performance Plan awards that are in excess of actual performance according to the Pay For Performance Plan.
  
Item 9.01 Financial Statements and Exhibits.
 
 
(d) Exhibits.
 
The following exhibit is furnished herewith:
 
10.1 Text of the Amendment to the Cleco Corporation Executive Severance Plan
10.2 Form of the Cleco Corporation 2014 Recovery Agreement Pay for Performance 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.


 
CLECO CORPORATION
 
 
 
 
 
 
Date: December 23, 2014
By: /s/ Terry L. Taylor              
 
Terry L. Taylor
 
Controller and Chief Accounting Officer





EXHIBIT INDEX

Exhibit Number
Exhibit Description
 
 
10.1
Text of the Amendment to the Cleco Corporation Executive Severance Plan
10.2
Form of the Cleco Corporation 2014 Recovery Agreement Pay for Performance Plan







Exhibit 10.1


CLECO CORPORATION
EXECUTIVE SEVERANCE PLAN
(As amended and restated)

AMENDMENT NO. 2

    

Whereas , Cleco Corporation, a corporation organized and existing under the laws of the State of Louisiana (the “Company”), maintains the Executive Severance Plan, which plan is intended to be a welfare benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (the “Plan”);
Whereas , the Compensation Committee of the Company’s Board of Directors now desires to amend the Plan for the purpose of facilitating the payment of severance thereunder, and Section 7.3 of the Plan permits such amendment;
Now, Therefore, subject to any notice requirement under the Plan, the Plan shall be amended as follows:
1.
Section 2.7 of the Plan shall be amended and restated as follows:

“2.7      “Committee” means the Board of Directors of the Company as constituted from time to time, or any designee thereof.”
2.
Section 2.11 of the Plan shall be amended and restated as follows:

“2.11      “Good Reason” means that: (a) a Covered Executive’s Base Compensation in effect immediately before the commencement of a Change in Control Period is materially reduced, or there is a material reduction or termination of such executive’s rights to any employee benefit i n effect immediately prior to such period; (b) a Covered Executive’s authority, duties or responsibilities are materially reduced from  those in effect immediately before the commencement of a Change in Control Period (it being understood that in no event shall a Covered Executive’s authority, duties or responsibilities be deemed to be reduced as a consequence of or related to the Company ceasing to be a publicly listed company); (c) a Covered Executive is required to be away from his or her office in the course of discharging his or her duties and responsibilities significantly more than was required before the commencement of a Change in Control Period; or (d) a Covered Executive is required to transfer to an office or business location that is more than 60 miles from the primary location to which he or she was assigned prior to the commencement of a Change in Control Period. No event or condition shall constitute Good Reason hereunder unless: (i) a Covered Executive provides to the Committee written notice of his or her objection to such event not later than 60 days after such executive first l earns, or should have learned, of such event; (ii) such event is not corrected by the Company promptly after receipt of such notice, but in no event more than 30 days after receipt thereof; and (iii) such executive Separates From Service not more than 15 days following the expiration of the 30-day period described in clause (ii) hereof .”
3.
Amendment or Termination: Subsection (b) of Section 7.3 of the Plan shall be restated as follows:

“(b) no termination or other amendment that materially adversely affects the rights or benefits of any Covered Executive hereunder shall be made or effective during the Change in Control Period, without the prior written consent of such executive.”





This Amendment No. 2 has been duly adopted by the Board of Directors of Cleco Corporation, to be effective 30 days following any notice requirement under the Plan.
Cleco Corporation
 
By: /s/    Judy P. Miller                   
 
Date: December 19, 2014                





Exhibit 10.2


CLECO CORPORATION
2014 RECOVERY AGREEMENT
PAY FOR PERFORMANCE PLAN

In consideration and as a condition of the 2014 payment of a portion of your award under the Cleco Corporation (the “Company”) Pay For Performance Plan (the “PFP Plan”) for the Company’s fiscal year ended December 31, 2014 (the “PFP Award”):

a.      If the level of attainment of the Company Goals applicable to the determination of the PFP Award, as determined in 2015 on the basis of the actual financial statements for the Company’s 2014 fiscal year, is less than the level of attainment used to determine the amount of the 2014 payment with respect to the PFP Award (resulting in an “Excess Payment”), the Company shall take such action as it deems necessary or appropriate to recover the Excess Payment, which may include, but shall not be limited to: (i) an offset of amounts otherwise payable to the Undersigned, whether under the PFP Plan, in the form of base compensation or otherwise; or (ii) a return by the Undersigned of the principal amount of the Excess Payment, promptly upon notice by the Company.

b.      In the event the Company reasonably determines that an Excess Payment has been made, the Company shall notify the Undersigned, including notification of the amount of the Excess Payment, the basis for the Company’s determination of the excess, and the manner in which the Excess Payment shall be recovered (the “Excess Notice”). If the Undersigned disputes the determination of the Excess Payment, he/she shall notify the Company, in writing, no later than two business days following receipt of the Excess Notice. If the Undersigned fails to so notify the Company, upon the lapse of such two-day period, the Company’s determination shall be deemed final and binding, and the Undersigned shall be deemed to have agreed to the recovery of the Excess Payment as provided herein.

c.      The Undersigned further agrees to execute and promptly deliver to the Company such additional documents as the Company may reasonably require to recover any Excess Payment hereunder.

Acknowledged and agreed this ____ day of December, 2014:
                
                                                     

Print Name: