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 4, 2009
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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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
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Departure of Directors or
Principal Officers; Election of Directors; Appointment of Principal
Officers
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On December 4,
2009, our board of directors elected David W. Crane to serve on the board of
directors, to be effective immediately. Mr. Crane will serve on the
governance & nominating committee of our board. There are no material
relationships or transactions between Mr. Crane and our major security
holders. In addition, there are no material relationships between Mr.
Crane and any of our directors, executive officers, or the immediate family
members of any such person. Finally, there are no family
relationships between Mr. Crane and any of our directors or executive
officers.
Mr. Crane currently
serves as President and Chief Executive Officer of NRG Energy, Inc. During 2008
and 2009 year-to-date, our pipeline business unit made payments to certain
subsidiaries of NRG Energy in the amount of approximately $241,000 and $193,000,
respectively.
In addition, on
December 4, 2009, our board of directors elected Timothy J. Probert, to serve on
the board of directors, to be effective immediately. Mr. Probert will serve on
the health, safety & environmental committee of our board. There
are no material relationships or transactions between Mr. Probert and our major
security holders. In addition, there are no material relationships
between Mr. Probert and any of our directors, executive officers, or the
immediate family members of any such person. Finally, there are no
family relationships between Mr. Probert and any of our directors or executive
officers.
Mr. Probert
currently serves as President, Global Business Lines of Halliburton
Company. During 2008 and 2009 year-to-date, our exploration and
production and pipeline business units made payments to certain subsidiaries of
Halliburton in the amount of approximately $193.1 million and $95.9 million,
respectively. The majority of these payments were made by our exploration and
production business unit on a competitive bid basis and relate to services and
supplies provided by Halliburton in relation to our drilling
operations.
Each of Messrs.
Crane and Probert will receive the compensation provided generally to our
non-employee directors. For a description of the compensation
provided to our non-employee directors, see "Director Compensation" in our Proxy
Statement on Schedule 14A filed with the Securities and Exchange Commission on
March 17, 2009.
A copy of the press
release announcing the appointment of Messrs. Crane and Probert is attached as
Exhibit 99.A to this Current Report on Form 8-K and is incorporated into this
Item 5.02 by reference.
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/ Robert W. Baker | |
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Robert
W. Baker
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Executive
Vice President and General Counsel
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Dated: December
7, 2009
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