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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of
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the
Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported): June 29,
2009
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CLECO
CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Louisiana
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1-15759
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72-1445282
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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2030
Donahue Ferry Road
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Pineville,
Louisiana
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71360-5226
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (318)
484-7400
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CLECO
POWER LLC
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(Exact
name of registrant as specified in its
charter)
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Louisiana
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1-05663
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72-0244480
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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2030
Donahue Ferry Road
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Pineville,
Louisiana
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71360-5226
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (318)
484-7400
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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:
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o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o 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.
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On June 29, 2009, the Board of
Directors of Cleco Corporation (the “Company”) elected Peter M. Scott III
as a director of the Company effective July 1, 2009, and the Board of
Managers of Cleco Power LLC (“Cleco Power”) elected Mr. Scott as a member
of the Board of Managers of Cleco Power effective July 1,
2009. Mr. Scott will serve as a member of the Company’s Audit
Committee and Compensation Committee. Mr. Scott, who is
retired, served as executive vice president and chief financial officer of
Progress Energy, Inc. from 2000 to 2004 and from 2005 to
2008. He also served as president and chief executive officer
of Progress Energy Service Company, LLC from 2004 to September 1,
2008. Progress Energy is a publicly held Fortune 500 energy
company headquartered in Raleigh, North Carolina. Mr. Scott,
who is 59 years old, will be a Class II director of the Company whose term
of office will expire at the Company’s 2011 annual meeting of
shareholders. The Company will provide Mr. Scott with the
standard compensatory and other agreements and arrangements that the
Company provides to its non-employee directors. For information
regarding such compensatory and other agreements and arrangements, please
read “Director Compensation” in the Company’s Proxy Statement relating to
its 2009 annual meeting of shareholders, which Proxy Statement was filed
with the Securities and Exchange Commission on March 12, 2009, and which
section is incorporated by reference herein.
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Item
5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
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Effective July 1, 2009, and in
connection with the election of Mr. Scott, the Board of Directors of the
Company amended the Company’s Bylaws to increase the number of directors
serving on the board to eleven. Similarly, the Board of
Managers of Cleco Power amended the Operating Agreement of Cleco Power,
effective July 1, 2009, to change the number of managers serving on the
board to eleven. Prior to these amendments, the Company’s
Bylaws provided for ten directors to serve on its board and Cleco Power’s
Operating Agreement provided for ten members to serve on its
board. The text of the amendment to the Company’s Bylaws is
filed as exhibit 3.1 to this Current Report and the text of the amendment
to Cleco Power’s Operating Agreement is filed as exhibit 3.2 to this
Current Report.
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Item
9.01 Financial Statements and
Exhibits.
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(c) Exhibits.
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The following exhibits are filed
herewith:
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3.1 Text of the
Amendment to the Bylaws of Cleco Corporation.
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3.2 Text of the
Amendment to the Operating Agreement of Cleco Power
LLC.
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CLECO
CORPORATION
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Date: July
1, 2009
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By:
/s/ R. Russell
Davis
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R.
Russell Davis
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Vice
President - Investor Relations & Chief Accounting
Officer
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CLECO
POWER LLC
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Date: July
1, 2009
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By:
/s/ R. Russell
Davis
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R.
Russell Davis
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Vice
President - Investor Relations & Chief Accounting
Officer
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Exhibit Number
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Exhibit Description
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3.1
3.2
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Text
of the Amendment to the Bylaws of Cleco Corporation.
Text
of the Amendment to the Operating Agreement of Cleco Power
LLC.
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