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 2, 2016 (April 26, 2016)

 

 

SPECTRA ENERGY CORP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-33007		20-5413139
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

5400 Westheimer Court, Houston, Texas		77056
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 713-627-5400

 

(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):

 

¨	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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Item 5.02

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

Approval of Spectra Energy Corp 2007 Long-Term Incentive Plan, as Amended and Restated

At the Annual Meeting of Shareholders (the “Annual Meeting”) of Spectra Energy Corp (the “Company”) held on April 26, 2016, the Company’s shareholders approved an amendment and restatement of the Spectra Energy Corp 2007 Long-Term Incentive Plan (the “LTIP”). The Board of Directors of the Company had previously adopted and approved the LTIP on February 16, 2016, subject to shareholder approval.

The amendment and restatement includes: (1) increasing the shares authorized for issuance under the LTIP by 12,500,000 shares, (2) adding additional performance measures available for awards designed to qualify as “performance-based” compensation, and (3) making certain other clarifying and administrative changes. In addition, the shareholder approval was also a re-approval of the LTIP for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The foregoing summary is qualified in its entirety by reference to the terms of the LTIP, as amended and restated, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Approval of Spectra Energy Corp Executive Short-Term Incentive Plan, as Amended and Restated

At the Annual Meeting, the Company’s shareholders also re-approved the Spectra Energy Corp Executive Short-Term Incentive Plan (the “STIP”), as amended and restated, for purposes of Section 162(m) of the Code. The foregoing summary is qualified in its entirety by reference to the terms of the STIP, as amended and restated, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

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Item 5.07

Submission of Matters to a Vote of Security Holders.

At Annual Meeting, the shareholders (i) elected all of the Company’s nominees for directors; (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2016; (iii) approved the amendments and restatements of the LTIP and STIP as described in Item 5.02 above; and (iv) approved compensation of the Company’s named executive officers on an advisory basis. The shareholders did not approve any of the shareholder proposals, which are listed below.

 

Nominees		For				Against				Abstain				Non-Votes
Gregory L. Ebel			443,059,996				12,879,450				2,622,703				126,665,727
F. Anthony Comper			453,385,984				3,617,242				1,558,923				126,665,727
Austin A. Adams			453,133,655				3,858,291				1,570,203				126,665,727
Joseph Alvarado			452,254,325				4,784,121				1,523,703				126,665,727
Pamela L. Carter			449,772,736				7,287,553				1,501,860				126,665,727
Clarence P. Cazalot Jr			452,082,644				4,919,806				1,559,699				126,665,727
Peter B. Hamilton			453,489,193				3,528,009				1,544,947				126,665,727
Miranda C. Hubbs			454,747,624				2,339,646				1,474,879				126,665,727
Michael McShane			453,757,577				3,272,423				1,532,149				126,665,727
Michael G. Morris			451,892,595				5,141,353				1,528,201				126,665,727
Michael E. J. Phelps			450,651,110				6,373,839				1,537,200				126,665,727
Proposal 2		For				Against				Abstain				Non-Votes
Ratification of			579,890,801				3,370,517				1,966,558
Deloitte & Touche LLP as
independent registered public accounting firm for 2016
Proposal 3
Approval of Spectra Energy Corp 2007 Long-Term			437,047,075				15,768,511				5,746,563				126,665,727
Incentive Plan, as amended and restated
Proposal 4
Approval of Spectra Energy Corp Executive Short-Term			441,029,108				13,981,426				3,551,615				126,665,727
Incentive Plan, as amended and restated
Proposal 5		For				Against				Abstain				Non-Votes
Approval of an advisory vote			434,976,154				19,588,642				3,997,353				126,665,727
on executive compensation
Proposal 6		For				Against				Abstain				Non-Votes
Shareholder Proposal - Political Contributions			123,257,732				264,799,632				70,504,785				126,665,727
Proposal 7		For				Against				Abstain				Non-Votes
Shareholder Proposal - Lobbying Activities			122,485,246				282,444,714				53,632,189				126,665,727

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Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit Number		Exhibit Description
10.1		Spectra Energy Corp 2007 Long-Term Incentive Plan, as amended and restated.
10.2		Spectra Energy Corp Executive Short-Term Incentive Plan, as amended and restated.

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SIGNATURE

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.

 

Date: May 2, 2016

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EXHIBIT INDEX

 

Exhibit Number		Exhibit Description
10.1		Spectra Energy Corp 2007 Long-Term Incentive Plan, as amended and restated.
10.2		Spectra Energy Corp Executive Short-Term Incentive Plan, as amended and restated.