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:
October
26,
2006
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:
ྑ 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))
Item
5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal
Year
On
October 26, 2006,
our Board of Directors, upon
recommendation
of the Governance & Nominating Committee,
approved an
amendment to our By-laws to modify certain provisions thereof related to
the
election of directors. The revised By-laws change the voting standard for
uncontested
elections of
directors from a plurality of votes cast to a majority of votes cast, meaning
the votes cast for a nominee's election must exceed the votes cast against
such
nominee's election in order for him or her to be elected to the Board. In
contested elections, those in which the number of nominees exceeds the number
of
directors to be elected, the vote standard will continue to be a plurality
of
votes cast. The By-laws were
also amended to
require as a part of a stockholder’s written notice in connection with the
nomination of a director, a statement whether the nominated individual intends
to tender an irrevocable resignation effective upon such person’s failure to
receive the required vote for election at the next meeting at which such
person
would face reelection, in accordance with El Paso’s Corporate Governance
Guidelines.
The
foregoing is
merely a summary of the material amendments to the
By-laws and is
qualified in its entirety by the amended
By-laws, a copy
of
which is included
as Exhibit 3.B to this Form 8-K and is incorporated into this Item 5.03 by
reference.
On
October 26, 2006,
our Board of Directors amended El Paso’s Corporate Governance Guidelines to
provide that the Board will nominate for election or appoint to Board vacancies
only candidates who irrevocably agree to resign if he or she fails to receive
the required majority vote. In the event a director fails to receive a majority
of votes cast and the Board accepts the resignation tendered, then that director
would cease to be a director of El Paso. Our amended By-laws and Corporate
Governance Guidelines can be found with the governance information on our
website at www.elpaso.com
under the
Investors tab. Our press release announcing the matters described in
Item 5.03 above and this Item 8.01 is attached as Exhibit 99.A.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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3.B
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By-laws
of El
Paso Corporation as amended October 26, 2006.
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99.A
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Press
Release
dated October 26, 2006.
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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 thereunto
duly
authorized.
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EL
PASO CORPORATION
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By:
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/s/John
R. Sult
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John
R. Sult
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Senior
Vice
President and Controller
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(Principal
Accounting Officer)
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Dated: October
26, 2006
EXHIBIT
INDEX
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Exhibit
Number
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Description
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3.B
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By-laws
of El
Paso Corporation as amended October 26, 2006.
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99.A
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Press
Release
dated October 26, 2006.
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