Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 10, 2021, Courtney Mather resigned from the Board of Directors (the
"Board") of Cheniere Energy, Inc. (the "Company") and the Board appointed Andrew
Teno to serve as a member of the Board, effective immediately. Mr. Teno was
appointed to the Board pursuant to the Nomination & Standstill Agreement (the
"Agreement") by and among the Company and Icahn Partners Master Fund LP, Icahn
Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC,
Icahn Enterprises Holdings LP, Icahn Enterprises G.P. Inc., Beckton Corp., High
River Limited Partnership, Hopper Investments LLC, Barberry Corp., Carl C.
Icahn, Jonathan Christodoro and Samuel Merksamer (collectively, the "Icahn
Group"), dated as of August 21, 2015. Mr. Teno was appointed to the Audit
Committee of the Board. Mr. Teno is considered an independent director and
satisfies the requirements for service on the Board's Audit Committee under the
NYSE American's corporate governance listing standards.
Mr. Teno has been a Portfolio Manager of Icahn Capital, the entity through which
Carl C. Icahn manages investment funds, since October 2020. From 2011 to 2020,
prior to joining Icahn Capital, Mr. Teno worked at Fir Tree Partners, a New York
based private investment firm that invests worldwide in public and private
companies, real estate and sovereign debt, where he focused on value investing
across capital structures, industries and geographies. Mr. Teno also served on
the board of directors of Eco-Stim Energy Solutions, Inc., an oilfield services
and technology company, from March 2017 to December 2018. Prior to joining Fir
Tree, Mr. Teno worked at Crestview Partners from July 2009 to July 2011 as an
associate in their Private Equity business. Prior to joining Crestview, Mr. Teno
worked at Gleacher Partners, an M&A boutique, from July 2007 to July 2009. Mr.
Teno received an undergraduate business degree from the Wharton School at the
University of Pennsylvania in 2007.
Mr. Teno 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 10, 2020 (the "Proxy Statement"). In connection
with his appointment, Mr. Teno has entered into the Company's standard form of
Indemnification Agreement, as described in the Proxy Statement.
There are no transactions between Mr. Teno and the Company that would be
reportable under Item 404(a) of Regulation S-K.
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