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): April 21, 2011
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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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Announcement of Chief Executive Succession
On April 25, 2011, Cleco Corporation (the “Company”) announced that Michael A. Madison will step down as President and Chief Executive Officer of the Company and Chief Executive Officer of Cleco Power LLC, a wholly owned subsidiary of the Company (“Cleco Power”), effective July 5, 2011. The Company has selected Bruce A. Williamson to succeed Mr. Madison as President and Chief Executive Officer of the Company and Chief Executive Officer of Cleco Power effective July 5, 2011 (the “Effective Date”). Mr. Madison will continue as an employee assisting the Company with transition matters until his retirement on January 1, 2012. He will continue to serve as a member of the Board of Directors of the Company until October 31, 2011, at which time Mr. Madison will resign as a director. A copy of the press release announcing the Company’s chief executive succession plan is attached hereto as Exhibit 99.1.
Mr. Williamson, who is 51, served as Chief Executive Officer and as a director of Dynegy Inc. (“Dynegy”) from October 2002 to March 2011, as Chairman of the Board of Dynegy from May 2004 to March 2011 and as President of Dynegy from December 2007 to March 2011. Prior to joining Dynegy, Mr. Williamson served in various capacities with Duke Energy and its affiliates. From August 2001 to October 2002, he served as President and Chief Executive Officer of Duke Energy Global Markets. In this capacity, he was responsible for all Duke Energy business units with global commodities and international business positions. From 1997 to August 2001, he served as Senior Vice President of Business Development and Risk Management and President and Chief Executive Officer at Duke Energy International. Mr. Williamson joined PanEnergy Corporation in June 1995, which then merged with Duke Power in June 1997. Prior to the Duke-PanEnergy merger, he served as PanEnergy’s Vice President of Finance. Before joining PanEnergy, he held positions of increasing responsibility at Shell Oil Company, advancing over a 14-year period to Assistant Treasurer. Mr. Williamson currently serves on the University of Houston Chancellor’s Energy Advisory Board, the Dean’s Executive Advisory Board for the C.T. Bauer College of Business at the University of Houston, the board of Questar Corporation, an integrated natural gas company, and the board of Houston-based Crime Stoppers, a non-profit organization. Mr. Williamson earned a bachelor’s degree in finance from the University of Montana and a master’s degree of business administration from the C.T. Bauer College of Business at the University of Houston.
Mr. Williamson Executive Employment Agreement
On April 21, 2011, the Company entered into an Executive Employment Agreement with Mr. Williamson (the “Agreement”). The Agreement, which is effective as of July 5, 2011, has an initial term of four years, with a renewal provision such that the renewal terms will be two years. Commencing on the Effective Date, the Agreement provides Mr. Williamson with the following: (a) a prorated amount equivalent to an annualized base compensation of $700,000 for 2011 and not less than $725,000 for 2012, (b) under the Company’s Annual Incentive Plan a target award level of 100% of his annualized base compensation (the “Incentive Bonus”), and (c) under the Company’s 2010 Long-Term Incentive
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Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits.
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The following exhibits are filed herewith:
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10.1 Executive Employment Agreement, dated April 21, 2011, by and between Cleco Corporation and Bruce A. Williamson.
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10.2 Retirement Agreement, dated April 21, 2011, by and between Cleco Corporation and Michael H. Madison.
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99.1 Press Release issued April 25, 2011 announcing chief executive succession plans of Cleco Corporation.
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CLECO CORPORATION
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Date: April 27, 2011
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By: /s/ R. Russell Davis
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R. Russell Davis
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Vice President of Investor Relations and Chief Accounting Officer
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CLECO POWER LLC
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Date: April 27, 2011
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By: /s/ R. Russell Davis
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R. Russell Davis
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Vice President of Investor Relations and Chief Accounting Officer
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Exhibit Number
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Exhibit Description
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10.1
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Executive Employment Agreement, dated April 21, 2011, by and between Cleco Corporation and Bruce A. Williamson.
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10.2
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Retirement Agreement, dated April 21, 2011, by and between Cleco Corporation and Michael H. Madison.
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99.1
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Press Release issued April 25, 2011 announcing chief executive succession plans of Cleco Corporation.
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