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): May 10, 2016
CLECO CORPORATE HOLDINGS LLC
(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
CLECO POWER LLC
(Exact name of registrant as specified in its charter)
Louisiana
1-05663
72-0244480
(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.

Appointment of Officers

On June 28, 2016, the Board of Managers of each of Cleco Corporate Holdings LLC (the “Company”) and Cleco Power LLC (“Cleco Power”) appointed F. Tonita Laprarie, 51, as Controller and Chief Accounting Officer of the Company and Cleco Power.

Ms. Laprarie served as General Manager - Internal Audit & Risk Management of the Company since April 2016. She served the Company as General Manager - Internal Audit & NERC Compliance from March 2014 to April 2016 and as Manager - Accounting Services from December 2007 to March 2014. Ms. Laprarie has 16 years of service with the Company.

Terry L. Taylor, who served as Chief Financial Officer, Controller, and Chief Accounting Officer prior to Ms. Laprarie's appointment, will continue to serve as Chief Financial Officer of the Company and Cleco Power.

Cash Retention Bonus Plan

On May 10, 2016, the Board of Managers of each of the Company and Cleco Power approved a cash retention bonus plan for the calendar years 2016 and 2017 (“Bonus Plan”). The Bonus Plan is to compensate participants of the Long-Term Incentive Compensation Plan (“LTIP”) for the gap in compensation created by the LTIP payment terms under the Agreement and Plan of Merger, dated October 17, 2014, with Cleco Partners L.P., Cleco MergerSub, Inc. and Cleco Corporation. A copy of the Bonus Plan is attached hereto as Exhibit 10.1 and incorporated herein by reference.



Item 9.01             Financial Statements and Exhibits.

(d)      Exhibits.

Exhibit No.
Description
 
 
10.1
Form of Cleco Corporate Holdings LLC Retention Bonus Plan for calendar years 2016 and 2017.









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.


 
 
 
 
CLECO CORPORATE HOLDINGS LLC
 
 
Date: July 5, 2016
By:  /s/ Terry L. Taylor
 
Terry L. Taylor
 
Chief Financial 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.


 
 
 
 
CLECO POWER LLC
 
 
Date: July 5, 2016
By:  /s/ Terry L. Taylor
 
Terry L. Taylor
 
Chief Financial Officer









EXHIBIT INDEX

Exhibit Number
Exhibit Description
 
 
10.1
Form of Cleco Corporate Holdings LLC Retention Bonus Plan for calendar years 2016 and 2017.





Exhibit 10.1
CLECO CORPORATE HOLDINGS LLC
RETENTION BONUS PLAN
For Calendar Years 2016 and 2017



Employee Name: «Employee_Name»
2016 Target Bonus Amount: $«M_2016_Amt»
Employee Location:   «Location»
2017 Target Bonus Amount:   $«M_2017_Amt»


The Executive Management Team is pleased to announce the approval of a cash retention bonus plan for 2016 and 2017. The bonus plan was approved by the new Board of Managers at its first meeting in May. The purpose of the retention bonus plan is to compensate participants in the Long-Term Incentive Compensation Plan (“LTIP”) for the gap in compensation created by the LTIP payout terms under the merger agreement. Each participant’s target was determined as follows:

2016 Target: Target shares not awarded for the 2013-2015 LTIP Performance Cycle as a result of the delay in the approval of the merger multiplied by the merger consideration of $55.37 per share.

2017 Target: Target shares not awarded for the 2015-2017 LTIP Performance Cycle as a result of the proration of shares under the terms of the merger agreement multiplied by the merger consideration of $55.37 per share.

Bonus Amount . The amount of the retention bonus will be tied to the corporate performance measures established for the annual cash incentive plan, currently the Pay for Performance Plan. If performance on corporate measures falls below target, the retention bonus will also be paid below target. For example, if the performance on corporate measures is 90% for 2016, the 2016 retention bonus will also be paid at 90% of target. If performance on corporate measures is above target, the retention bonus will also be paid above target. For example, if the performance on corporate measures is 110% for 2017, the 2017 retention bonus will also be paid at 110% of target. There will be no individual performance component tied to the retention bonus.

Time and Form of Payment . Awards under the retention bonus plan will be paid in the form of a single sum no later than March 15 th following the end of the calendar year to which the bonus is applicable. Unless otherwise specified, consistent with the requirement of the Pay for Performance Plan a participant in the retention bonus plan must be employed by the Company on the payment date as a condition of payment.

Retirement, Death and Disability . If a participant separates from service with the Company on account of his or her death, Disability or Retirement, the bonus will be determined as provided in the section entitled “Bonus Amount” and then prorated to reflect actual service during the year. The prorated amount will be paid as of the payment date otherwise applicable to the bonus. The term “Disability” means that a participant is receiving long-term disability benefits under a separate plan or policy




maintained by the Company. The term “Retirement” means that a Participant has voluntarily separated from service with the Company after he or she has attained age 55.

Taxes . The Company will withhold from any retention bonus any taxes required by law to be withheld.

Final Bonus Determination . The Cleco Corporate Holdings LLC Board of Managers, or a designated Committee, has retained the discretionary power and authority to: (a) designate participants under the retention bonus plan; (b) determine corporate measures and performance on such measures; and (c) determine the final amount of any bonus payable under the plan.

If you have any questions concerning the retention bonus plan, please contact Susan Broussard at ext. 7773.