8-KMaterial AgreementsCorporate ChangesExhibits & Filings

ENTERGY CORP /DE/ 8-K Report, Material Agreement (Dec 8, 2005)

Filed December 8, 2005For Securities:ETR

Summary

Entergy Corporation filed an 8-K on December 8, 2005, reporting on two key corporate governance and executive compensation matters. Firstly, the company's Board of Directors approved amendments to the existing retention agreement with J. Wayne Leonard. These changes, effective December 2, 2005, were primarily to ensure compliance with deferred compensation provisions under the American Jobs Creation Act of 2004. The specific details of these amendments will be further elaborated in the company's annual report. Secondly, the Board of Directors also adopted an amendment to the Corporation's By-Laws, significantly altering the requirements for future by-law amendments. Previously, a two-thirds supermajority vote of outstanding capital stock was necessary. The amendment now permits by-law changes with a simple majority vote of the capital stock or a majority vote of the Board of Directors. This change could streamline corporate decision-making processes going forward.

Key Highlights

  • 1Entergy Corporation amended its existing retention agreement with J. Wayne Leonard on December 2, 2005.
  • 2The amendments to the retention agreement are intended to ensure compliance with the American Jobs Creation Act of 2004 regarding deferred compensation.
  • 3Full details of the retention agreement amendments will be included in Entergy's Form 10-K for the year ended December 31, 2005.
  • 4The Board of Directors amended the Corporation's By-Laws on December 2, 2005.
  • 5The amendment significantly lowered the threshold for amending By-Laws from a two-thirds stock vote to a simple majority of stock or a majority of the Board.
  • 6This change to the By-Laws could expedite future governance adjustments.

Frequently Asked Questions

The primary reason for amending J. Wayne Leonard's retention agreement was to ensure compliance with the deferred compensation provisions outlined in the American Jobs Creation Act of 2004.

The amendment changed the requirement for amending the By-Laws from a two-thirds (66 2/3%) vote of outstanding capital stock to a simpler majority vote of the capital stock or a majority vote of the Board of Directors.

Yes, the company stated that the specific amendments to the retention agreement will be filed with Entergy's Annual Report on Form 10-K for the year ended December 31, 2005.

Lowering the approval threshold for By-Law amendments to a majority vote, rather than a supermajority, could allow the Board of Directors to implement changes to corporate governance more swiftly and efficiently in the future.