8-K

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 (Date of earliest event reported): October 3, 2022

(Exact name of registrant as specified in its charter)

700 Milam Street, Suite 1900

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

(713) 375-5000

(Registrant’s telephone number, including area code)

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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 3, 2022, David B. Kilpatrick resigned from the Board of Directors (the “Board”) of Cheniere Energy, Inc. (the “Company”). Mr. Kilpatrick’s resignation was not due to any disagreement with the Company or its management with respect to any matter relating to the Company’s operations, policies or practices.

On October 3, 2022, the Board appointed Mr. Brian E. Edwards to serve as a member of the Board, effective immediately, filling the vacancy left by Mr. Kilpatrick’s resignation. Mr. Edwards was appointed to the Audit Committee and the Compensation Committee of the Board. Mr. Edwards is considered an independent director and satisfies the applicable requirements for service on both Board committees under the NYSE American’s corporate governance listing standards.

Mr. Edwards will receive the same compensation as the Company’s other non-employee directors, pro-rated from the date of his appointment, as described in the Company’s Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 8, 2022 (the “Proxy Statement”). In connection with his appointment, Mr. Edwards has entered into the Company’s standard form of Indemnification Agreement, as described in the Company’s Proxy Statement.

There are no transactions between Mr. Edwards and the Company that would be reportable under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

The Company’s press release announcing the appointment of Mr. Edwards to the Board and the resignation of Mr. Kilpatrick as a director is attached to this report as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

The information included in this Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

* Furnished herewith.

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 hereunto duly authorized.

Document

CHENIERE ENERGY, INC. NEWS RELEASE

Cheniere Appoints Brian E. Edwards to Board of Directors

HOUSTON--(BUSINESS WIRE)-- Cheniere Energy, Inc. (“Cheniere” or the “Company”) (NYSE American: LNG) announced today that its Board of Directors (“Board”) has appointed Brian E. Edwards to serve as a member of the Board, effective October 3, 2022. Mr. Edwards is considered an independent director. Mr. Edwards has been appointed to the Audit and Compensation Committees.

Mr. Edwards is a Senior Vice President of Caterpillar Inc. (“Caterpillar”) (NYSE: CAT) with responsibility for the Caterpillar Remanufacturing Division. Mr. Edwards joined Caterpillar in 2010 as Vice President of Sales and Marketing at Caterpillar’s wholly owned subsidiary, Progress Rail. Prior to joining Caterpillar, Mr. Edwards spent over 20 years in manufacturing, engineering and supply chain roles at General Electric Company and General Motors Company. Mr. Edwards holds a bachelor’s degree in Chemical Engineering from Youngstown State University and a master’s degree in Manufacturing Management from Kettering University.

“We are pleased to announce the appointment of Brian to our Board today,” said G. Andrea Botta, Cheniere’s Chairman of the Board. “Brian’s deep knowledge of industrial manufacturing, engineering and supply chain, coupled with his decades of leadership within large organizations, will provide a differentiated and meaningful perspective to our Board and to our Company. We look forward to Brian’s contributions to help support and guide Cheniere’s next phase of growth.”

Cheniere also announced today that David B. Kilpatrick has retired from its Board, effective October 3, 2022. Mr. Kilpatrick has served as a member of the Board since 2003 and previously served as the Board’s Lead Director from June 2015 to January 2016.

“David’s contributions to Cheniere over the years have been instrumental in our successful transition from a developer to the second largest LNG operator worldwide,” said Botta. “On behalf of the Cheniere Board, I’d like to thank him for his tireless contributions in support of Cheniere as we wish him well in the future.”

About Cheniere

Cheniere Energy, Inc. is the leading producer and exporter of liquefied natural gas (LNG) in the United States, reliably providing a clean, secure, and affordable solution to the growing global need for natural gas. Cheniere is a full-service LNG provider, with capabilities that include gas procurement and transportation, liquefaction, vessel chartering, and LNG delivery. Cheniere has one of the largest liquefaction platforms in the world, consisting of the Sabine Pass and Corpus Christi liquefaction facilities on the U.S. Gulf Coast, with total production capacity of approximately 45 million tonnes per annum of LNG in operation and an additional 10+ mtpa of expected production capacity under construction. Cheniere is also pursuing liquefaction expansion opportunities and other projects along the LNG value chain. Cheniere is headquartered in Houston, Texas, and has additional offices in London, Singapore, Beijing, Tokyo, and Washington, D.C.

For additional information, please refer to the Cheniere website at www.cheniere.com and Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the Securities and Exchange Commission.

Contacts

Cheniere Energy, Inc.