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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT PURSUANT
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TO
SECTION 13 OR 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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Date
of Report (Date of earliest event reported): November 13,
2009
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CONTINENTAL
AIRLINES, INC.
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(Exact
Name of Registrant as Specified in Its
Charter)
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DELAWARE
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(State
or Other Jurisdiction of
Incorporation)
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1-10323
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74-2099724
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1600
Smith Street, Dept. HQSEO, Houston, Texas
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77002
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(713)
324-2950
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(Registrant’s
Telephone Number, Including Area
Code)
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______________________________________
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(Former
Name or Former Address, if Changed Since Last
Report)
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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(17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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(17
CFR 240.13e-4(c))
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Item
5.02.
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
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On
November 13, 2009, the Board of Directors (the “Board”) of Continental Airlines,
Inc. (the “Company”) appointed a new director, Mr. Laurence E. Simmons, to the
Company’s Board of Directors, after increasing the total number of directors
constituting the Board from nine to ten. Mr. Simmons’ term will
expire at the 2010 annual meeting of the Company’s stockholders.
In
addition, Mr. Simmons was appointed to the Audit Committee of the Board
effective November 13, 2009.
Mr.
Simmons will receive the standard compensation for non-management directors,
which is described in the section entitled “Corporate Governance – Compensation
of Non-Management Directors” in the Company’s Annual Proxy Statement on Schedule
14A filed with the Securities and Exchange Commission on April 24,
2009. However, Mr. Simmons did not receive a grant of stock options
at the time of his appointment because the Company’s incentive compensation plan
pursuant to which equity awards are granted expired in October of
2009.
The Company’s press release announcing
Mr. Simmons’ appointment is filed herewith as Exhibit 99.1 and is incorporated
herein by reference.
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Item
9.01.
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Financial Statements
and Exhibits.
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(d)
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Exhibits
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99.1
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Press
Release
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SIGNATURE
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Pursuant to the requirements of the
Securities Exchange Act of 1934, Continental Airlines, Inc. has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
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CONTINENTAL
AIRLINES, INC.
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November
13, 2009
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By
/s/ Lori A.
Gobillot
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Lori
A. Gobillot
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Staff
Vice President and Assistant General
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Counsel
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EXHIBIT
INDEX
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99.1
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Press
Release
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News
Release
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Exhibit
99.1
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Contact:
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Corporate
Communications
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Houston:
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713.324.5080
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Email:
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corpcomm@coair.com
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News
archive:
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continental.com/company/news/
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Address:
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P.O.
Box 4607, Houston, TX 77210-4607
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CONTINENTAL
AIRLINES ANNOUNCES ELECTION
OF LAURENCE E. SIMMONS TO
BOARD OF DIRECTORS
HOUSTON,
Nov. 13, 2009 - Continental Airlines (NYSE: CAL) today announced that Laurence
E. “L.E.” Simmons, president of SCF Partners, has been elected to the airline’s
board of directors.
Simmons founded SCF Partners in 1989
and for nearly two decades has overseen the investment of more than $1 billion
to build successful energy service and equipment companies. He previously was
co-founder and partner of Simmons & Company International.
“We are fortunate to have L.E. join our
board,” said Larry Kellner, Continental’s chairman and chief executive officer.
“His financial expertise and knowledge of the energy markets will be of great
value to our company.”
“I am pleased to join Larry and the
other board members in welcoming L.E. to the Continental board of directors,”
said Jeff Smisek, president and chief operating officer, and chairman and chief
executive officer elect. “We look forward to the insights he will bring to our
meetings.”
Simmons
holds an MBA from Harvard University, and attended the London School of
Economics and the University of Utah. He currently serves on the board of Zions
Bancorporation and formerly served on the board of ExpressJet Holdings,
Inc.
In
addition, Simmons serves on several civic boards in the Houston area, including
Texas Children’s Hospital, where he was chairman, and the Sam Houston Area
Council for the Boy Scouts of America. He is a trustee of Rice
University, serves as chairman of Houston Endowment, Inc., and is on the boards
of The Methodist Hospital Research Institute and The Kinkaid
School. Simmons also is a member of the Visiting Committee of the
Harvard Business School.
Continental
Airlines is the world’s fifth largest airline. Continental, together
with Continental Express and Continental Connection, has more than 2,400 daily
departures throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations. Continental is a member of Star
Alliance, which provides access to more than 900 additional points in 169
countries via 24 other member airlines. With more than 41,000
employees, Continental has hubs serving New York, Houston, Cleveland and Guam,
and together with its regional partners, carries approximately 63 million
passengers per year.
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