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 10, 2013


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 5.02 — DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
 
 
ITEM 5.07 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
 
 
SIGNATURES
 
 
EXHIBIT INDEX
 














































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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

(e)     Amendment of the Calpine Corporation 2008 Equity Incentive Plan

On February 27, 2013, the Compensation Committee of Calpine Corporation (the “Company”) approved, and on February 28, 2013, the Board adopted, an amendment to the Calpine Corporation 2008 Equity Incentive Plan (“Equity Incentive Plan” or the “Plan”), subject to the approval of the Company’s shareholders. On May 10, 2013, at the annual meeting of shareholders of the Company, the Company's shareholders approved an amendment to the Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under the Plan by 13,000,000 shares and to modify the share counting provisions applicable to cash-settled equity awards under the Plan. The foregoing summary of the Plan amendments is qualified in its entirety by reference to the full text of the Equity Inventive Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference and to the description of the Plan amendments set forth in the Company’s proxy statement filed with the Securities and Exchange Commission on March 25, 2013.

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

(a) The annual meeting of the Company’s shareholders was held on May 10, 2013. There were 455,457,460 shares of common stock entitled to be voted, and 409,344,113 shares present in person or represented by proxy. Four 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 2014 annual meeting of shareholders and until their successors are elected and duly 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, 2013, (3) approval of the amendment to the 2008 Equity Incentive Plan to increase the number of shares available under the Plan and to modify the share counting provisions applicable to cash-settled equity awards under the Plan, and (4) approval, on an advisory basis, of named executive officer compensation.

(b) All matters voted upon at the Annual Meeting were approved. 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
 
393,365,748

 
2,187,001

 
13,791,364

Jack A. Fusco
 
394,980,850

 
571,899

 
13,791,364

Robert C. Hinckley
 
394,945,069

 
607,680

 
13,791,364

Michael W. Hofmann
 
394,831,879

 
720,870

 
13,791,364

David C. Merritt
 
394,984,348

 
568,401

 
13,791,364

W. Benjamin Moreland
 
394,986,765

 
565,984

 
13,791,364

Robert A. Mosbacher, Jr.
 
393,331,988

 
2,220,761

 
13,791,364

Denise M. O'Leary
 
393,407,802

 
2,144,947

 
13,791,364

J. Stuart Ryan
 
394,947,390

 
605,359

 
13,791,364


Proposal 2 — To Ratify the Selection of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2013

For
 
407,827,570

Against
 
1,206,022

Abstentions
 
310,521

Broker Non-Votes
 


Proposal 3 — To Approve the Amendment to the 2008 Equity Incentive Plan to Increase the Number of Shares Available Under the Plan and to Modify the Share Counting Provisions Applicable to Cash-settled Equity Awards Under the Plan

For
 
374,504,751

Against
 
20,773,435

Abstentions
 
274,563

Broker Non-Votes
 
13,791,364


Proposal 4 — To Approve, on an Advisory Basis, Named Executive Officer Compensation

For
 
389,993,518

Against
 
5,097,274

Abstentions
 
461,957

Broker Non-Votes
 
13,791,364



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ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

(d)     Exhibits

Exhibit No.
 
Description
10.1
 
Amended and Restated Calpine Corporation Equity Incentive Plan (incorporated by reference to Annex A to Calpine Corporation’s Proxy Statement filed with the Securities and Exchange Commission on March 25 , 2013)†

__________
Management contract or compensatory plan or arrangement.



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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 10, 2013
 
 
 



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EXHIBIT INDEX

Exhibit No.
 
Description
10.1
 
Amended and Restated Calpine Corporation Equity Incentive Plan (incorporated by reference to Annex A to Calpine Corporation’s Proxy Statement filed with the Securities and Exchange Commission on March 25 , 2013)†

__________
Management contract or compensatory plan or arrangement.



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