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 29, 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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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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(1)
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Election of Directors to serve until the 2014 Annual Meeting of Shareholders:
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CLASS II
DIRECTORS
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FOR |
WITHHELD |
ABSTAIN |
BROKER
NON-VOTE
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William L. Marks
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48,479,776
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2,158,087
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0
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6,489,426
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Robert T. Ratcliff, Sr.
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49,074,268
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1,563,637
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0
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6,489,426
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Peter M. Scott III
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49,212,945
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1,424,960
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0
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6,489,426
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William H. Walker, Jr.
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48,336,059
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2,301,846
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0
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6,489,426
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(2)
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Ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2011:
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FOR |
AGAINST |
ABSTAIN |
BROKER
NON-VOTE
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56,372,824
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587,935
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182,495
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0
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(3)
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Consideration of a non-binding advisory vote to approve the compensation of the Company’s named executive officers as described in the “Compensation Discussion and Analysis” and “Executive Officers Compensation” sections of the Proxy Statement:
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FOR |
AGAINST |
ABSTAIN |
BROKER
NON-VOTE
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47,501,185
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2,657,510
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495,133
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6,489,426
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(4)
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Consideration of a non-binding advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers:
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1-YEAR
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2-YEARS
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3-YEARS
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ABSTAIN
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31,379,975
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910,789
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17,607,807
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752,877
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(5)
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Consideration of a proposal to amend the Company’s Bylaws to eliminate cumulative voting and to eliminate the classification of the Company’s board of directors so as to require that all directors be elected annually:
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FOR |
AGAINST |
ABSTAIN |
BROKER
NON-VOTE
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48,273,111
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1,615,486
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765,231
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6,489,426
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(6)
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Consideration of a proposal to amend the Company’s Amended and Restated Articles of Incorporation to eliminate cumulative voting:
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FOR |
AGAINST |
ABSTAIN |
BROKER
NON-VOTE
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47,955,083
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2,203,628
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495,117
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6,489,426
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CLECO CORPORATION
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Date: May 3, 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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