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): May 15, 2012




CALPINE CORPORATION
(Exact name of registrant as specified in its charter)


Delaware
1-12079
77-0212977
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)


717 Texas Avenue, Suite 1000, Houston, Texas 77002
(Addresses of principal executive offices and zip codes)

Registrant's telephone number, including area code: (713) 830-2000

Not applicable
(Former name or former address if changed since last report)



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 (see General Instruction A.2. below):
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))










TABLE OF CONTENTS


 
ITEM 5.07 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 
SIGNATURES
 




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ITEM 5.07 —SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) The annual meeting of Calpine Corporation's (the “Company”) shareholders was held on May 15, 2012. There were 482,805,609 shares of common stock entitled to be voted, and 437,573,308 shares present in person or represented by proxy. Three items of business were acted upon by shareholders at the annual meeting: (1) the election of nine directors nominated by the Board to serve until the 2013 annual meeting of shareholders and until their successors are elected and qualified, (2) ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012, and (3) approval, on an advisory basis, of named executive officer compensation.

(b) The shareholders elected all of the Company's nominees for director; ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012; and approved, on an advisory basis, named executive officer compensation.

The voting results are as follows:

Proposal 1 - Election of Directors

 
 
Number of
 
Number of Votes
 
Broker
Names
 
Votes For
 
Withheld
 
Non-Votes
Frank Cassidy
 
422,820,594

 
1,474,050

 
13,278,664

Jack A. Fusco
 
423,892,338

 
402,306

 
13,278,664

Robert C. Hinckley
 
423,340,109

 
954,535

 
13,278,664

David C. Merritt
 
423,911,057

 
383,587

 
13,278,664

W. Benjamin Moreland
 
423,914,916

 
379,728

 
13,278,664

Robert A. Mosbacher, Jr.
 
422,783,092

 
1,511,552

 
13,278,664

William E. Oberndorf
 
422,780,860

 
1,513,784

 
13,278,664

Denise M. O'Leary
 
422,325,405

 
1,969,239

 
13,278,664

J. Stuart Ryan
 
423,374,152

 
920,492

 
13,278,664


Proposal 2 - To Ratify the Selection of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2012

For
 
436,742,975

Against
 
744,424

Abstentions
 
85,909

Broker Non-Votes
 


Proposal 3 - To Approve, on an Advisory Basis, Named Executive Officer Compensation

For
 
420,425,413

Against
 
3,650,937

Abstentions
 
218,294

Broker Non-Votes
 
13,278,664



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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.

CALPINE CORPORATION

 
 
 By:    
/s/ ZAMIR RAUF
 
 
 
 
Zamir Rauf
 
 
 
 
Executive Vice President and
 
 
 
 
Chief Financial Officer
 
 
 
 
 
 
 
 Date: May 15, 2012
 
 
 





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