Summary
Cheniere Energy, Inc. (LNG) filed an 8-K report on December 18, 2008, disclosing a material definitive agreement. The Board of Directors approved a standard form of Indemnification Agreement for all of its directors. This agreement aims to protect directors by covering expenses and claims incurred while acting on behalf of the company. The Indemnification Agreement provides broad protection for directors, covering actions taken in their official capacity, with specific limitations such as excluding claims where the director did not act in good faith or acted unlawfully. The agreement also ensures that the indemnification will be provided to the extent permitted by law and the company's governing documents, with the scope of coverage not being less than what was in existence at the time of the agreement. This move is designed to ensure the company can attract and retain qualified individuals to serve on its Board of Directors by mitigating personal legal and financial risks associated with their roles.
Key Highlights
- 1Cheniere Energy's Board of Directors approved a standard form of Indemnification Agreement for all directors.
- 2The agreement is designed to indemnify directors for expenses and claims arising from their service to the company.
- 3Indemnification covers actions taken or not taken on behalf of Cheniere Energy as a director, officer, employee, agent, or fiduciary.
- 4The agreement outlines specific exclusions, including claims brought by the director (with exceptions), Section 16(b) violations, bad faith conduct, unlawful criminal conduct, and judgments against the director.
- 5Indemnification will be provided to the maximum extent permitted by Delaware law, the company's charter, and bylaws.
- 6The scope of indemnification will not be reduced from existing levels and may be expanded if legally permissible.
- 7This filing indicates a proactive step by Cheniere Energy to enhance director protections and governance.