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:
March
14, 2006
(Date
of Earliest Event Reported: March 10, 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:
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))
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Item 1.01
Entry Into a Material Definitive Agreement .
On
March 10, 2006,
the Compensation Committee of the Board of Directors (the “Compensation
Committee”) of El Paso Corporation (“El Paso”) approved (1) new annual base
salaries for the executive officers that will be named in El Paso’s definitive
Proxy Statement for its 2006 Annual Meeting of Stockholders, which El Paso
intends to file within 120 days of the end of its fiscal year; (2) the
payment
of annual cash incentive bonuses for 2005 performance; (3) the grant of
long-term equity awards in the form of restricted stock and stock options;
and
(4) new target and maximum bonus opportunities for annual cash incentive
awards to be paid, if any, in 2007 for 2006 performance. The rationale
for each
of these actions will be reflected in the Compensation Committee report
on
Executive Compensation contained in our 2006 and/or 2007 Proxy Statements,
as
required by applicable regulations.
The
following table
sets forth information with respect to (i) 2005 annual base salaries and
the new annual base salaries that will be effective as of
April 1, 2006, (ii) annual cash incentive bonuses that will be
paid in April for 2005 performance, (iii) 2006 annual long-term equity
awards that will be granted on April 3, 2006, and (iv) 2006
target and maximum bonus opportunities, for each of the following named
executive officers.
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Name
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2005
Base
Salary
($)
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2006
Base
Salary
($)
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Annual
Cash Incentive Bonus for 2005 Performance
($)
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2006
Annual
Long-Term
Incentive
Award
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2006
Bonus
Opportunity
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Stock
Options
(#)
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Restricted
Stock
(#)
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Target
(%)
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Maximum
(%)
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Douglas
L.
Foshee
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$
950,004
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$
950,004
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$
1,400,000
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252,722
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125,000
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120%
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240%
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Lisa
A.
Stewart
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$
520,008
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$
540,816
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$
498,792
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60,921
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30,132
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80%
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160%
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D.
Mark
Leland
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$
450,000
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$
495,000
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$
388,125
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69,863
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34,555
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60%
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120%
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Robert
W.
Baker
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$
426,408
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$
434,940
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$
294,222
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55,890
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27,644
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60%
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120%
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Susan
B.
Ortenstone
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$
343,764
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$
371,268
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$
258,545
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19,738
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9,763
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60%
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120%
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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: March
14, 2006
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