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:
December
6, 2005
(Date
of Earliest Event Reported:
December 2, 2005)
EL
PASO CORPORATION
(Exact
name of Registrant as
specified in its charter)
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Delaware
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1-14365
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76-0568816
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(State
or other jurisdiction of
incorporation
or
organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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El
Paso Building
1001
Louisiana Street
Houston,
Texas 77002
(Address
of principal executive
offices) (Zip Code)
Registrant’s
telephone number,
including area code (713) 420-2600
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))
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Item
1.01 Entry into a Material Definitive Agreement
On
December 2, 2005, the Board of Directors
(the “Board”), upon the recommendation of the Compensation Committee, approved
the 2005 Supplemental Benefits Plan (the “Plan”) in connection with the
implementation of Section 409A of the Internal Revenue Code (the “Code”). The
Plan is effective as of January 1, 2005, and replaces our prior
supplemental benefits plan which is being amended to provide that participants
will cease to accrue benefits under it effective as of December 31, 2004.
The
prior plan is being amended to utilize certain grandfathering provisions
under
Section 409A and the proposed regulations.
The
2005 Supplemental Benefits Plan replaces
the prior plan and provides for the same benefits as the prior plan, with
benefits to begin accruing effective January 1, 2005. The benefits that
accrue
under the new plan are supplemental benefits for our officers and key management
employees who could not be paid under our Pension Plan and/or Retirement
Savings
Plan (“RSP”) due to certain Code limitations. The supplemental pension benefits
under the Plan, when combined with the supplemental pension benefits a
participant is entitled to receive under the prior plan and the amounts
a
participant is entitled to receive under our qualified Pension Plan, shall
be
the actuarial equivalent of our Pension Plan’s benefit formula had the
limitations of the Code not been applied. The supplemental RSP benefits
under
the Plan include a credit under the Plan equal to the amount of the matching
contribution to the RSP that cannot be made due to Code limitations and
the
participant’s elective deferrals. Benefits under the Plan are paid upon
termination of employment in a lump-sum payment except that benefit payments
under the Plan to certain “key employees,” as determined pursuant to Section
409A, will be delayed until six months after their termination. In the
event of
a “change in control,” the supplemental pension benefits become fully
vested and nonforfeitable. A change in control under the Plan shall have
the same meaning as under our 2005 Omnibus Incentive Compensation Plan.
Benefit payments under the prior plan will be determined by the terms of
that
plan. The Plan is attached as Exhibit 10.A to this Form 8-K
and is incorporated in this Item 1.01 by reference.
Item
8.01 Other Events
On
December 2, 2005, the Board, upon the
recommendation of the Governance & Nominating Committee, has amended our
corporate governance guidelines regarding the election of directors. Under
the
amended guidelines, any nominee for director who receives a majority of
withheld
votes in an uncontested election is required to submit his or her resignation
to
the Board. The Board will consider the resignation and promptly disclose
its
decision whether to accept the director’s resignation as tendered. The following
is the complete provision of the guidelines regarding the election of
directors:
“Voting
for
Directors. In an uncontested election (i.e., an election where the only
nominees are those recommended by the Board), any nominee for Director
who
receives a greater number of votes “withheld” from his or her election than
votes “for” such election (a “Majority Withheld Vote”) shall promptly tender his
or her resignation to the Chairman of the Board following certification
of the
shareholder vote.
The
Governance
& Nominating Committee shall promptly consider the resignation offer and
recommend to the Board whether to accept the tendered resignation or reject
it.
In considering whether to accept or reject the tendered resignation, the
Governance & Nominating Committee will consider all factors deemed relevant
by the members of the Governance & Nominating Committee including, without
limitation, the stated reasons why shareholders “withheld” votes for election
from such Director, the length of service and qualifications of the Director
whose resignation has been tendered, the Director’s contributions to the
Company, and these Corporate Governance Guidelines.
The
Board will act
on the Governance & Nominating Committee's recommendation no later than 90
days following certification of the shareholder vote. In considering the
Governance & Nominating Committee’s recommendation, the Board will consider
the factors considered by the Governance & Nominating Committee and such
additional information and factors the Board believes to be relevant. Following
the Board’s decision on the Governance & Nominating Committee’s
recommendation, the Company will promptly disclose the Board’s decision whether
to accept the Director’s resignation as tendered (providing a full explanation
of the process by which the decision was reached and, if applicable, the
reasons
for rejecting the tendered resignation) in a Form 8-K filed with the Securities
and Exchange Commission.
Any
Director who
tenders his or her resignation pursuant to this provision shall not participate
in the Governance & Nominating Committee recommendation or Board
consideration regarding whether or not to accept the tendered resignation.
If a
majority of the members of the Governance & Nominating Committee received a
Majority Withheld Vote at the same election, then the independent Directors
who
are on the Board who did not receive a Majority Withheld Vote will appoint
a
Board committee amongst themselves solely for the purpose of considering
the
tendered resignations and will recommend to the Board whether to accept
or
reject them. This Board committee may, but need not, consist of all of
the
independent Directors who did not receive a Majority Withheld Vote.
To
the extent that
one or more Directors’ resignations are accepted by the Board, the Governance
& Nominating Committee will recommend to the Board whether to fill such
vacancy or vacancies or to reduce the size of the Board.
This
provision on
voting for Directors will be summarized or including in the Company’s annual
proxy statement relating to the election of Directors.”
We
will provide
access to our updated corporate governance guidelines through our website
at
www.elpaso.com.
Also,
on December 2,
2005, we commenced a series of private exchange offers and consent solicitations
relating to debt securities issued by El Paso CGP Company, one of
our wholly owned subsidiaries. On December 5, 2005, we issued a press
release announcing the exchange offers and consent solicitations. The
press release is filed as Exhibit 99.A to this Form 8-K and is incorporated
in
this Item 8.01 by reference.
Item
9.01. Financial Statements and Exhibits.
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(c)
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Exhibits.
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Exhibit
Number
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Description
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10.A
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El Paso Corporation 2005 Supplemental Benefits Plan Effective as of January 1, 2005. | |
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99.A
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Press Release dated December 5, 2005. |
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 thereunto
duly authorized.
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EL
PASO
CORPORATION
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By:
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/s/
John R. Sult
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John
R. Sult
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Senior
Vice President and
Controller
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(Principal Accounting
Officer)
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Dated: December
6,
2005
EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.A
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El Paso Corporation 2005 Supplemental Benefits Plan Effective as of January 1, 2005. | |
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99.A
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Press Release dated December 5, 2005. |