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): ~~April~~July 1220, 2010

GOODMAN GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-32850	20-1932219
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5151 San Felipe, Suite 500, Houston, Texas		77056
5151 San Felipe, Suite 500 Houston, Texas		77056
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 861-2500

(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:

¨	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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(bd) On ~~April 12~~July 20, 2010, ~~Donald~~Claude RA. ~~King~~Swanson ~~notified~~Hornsby ~~Goodman~~III ~~Global,~~was ~~Inc.~~elected to the Board of Directors (the “~~Company~~Board”) ~~and~~of Goodman Global Group, Inc. (the “Company’s”), the indirect parent company) of ~~his~~Goodman ~~retirement~~Global, ~~effective~~Inc. ~~April 30,~~Mr. ~~2010~~Hornsby ~~(the~~will ~~“Effective~~serve ~~Date”),~~on ~~from~~the ~~his~~Board’s ~~position~~audit asand ~~Executive~~compensation ~~Vice~~committees. ~~President,~~Mr. ~~Human~~Hornsby ~~Resources~~will offill the ~~Company,~~ ~~and~~current ~~Goodman~~vacancy ~~Global~~on ~~Group,~~the ~~Inc and various subsidiaries thereof~~Board.

~~(e)~~ In ~~recognition~~connection ofwith ~~Mr. King’s~~his ~~long~~election ~~and valuable service~~ to the ~~Company~~Board, ~~the Company and~~ Mr. ~~King~~Hornsby ~~have entered into a Retirement Agreement under which (1) the Company~~ will ~~pay~~receive ~~Mr. King a lump sum payment of $1,036,450 on~~ the ~~date that is eight days~~ following ~~the~~compensation Effective Date, (2) the Company will pay Mr. King the full bonus to which he would be entitled under the terms of the 2008 Annual Incentive Compensation Plan, the terms of which have previously been disclosed, as if he continued to work for ~~the~~his ~~Company~~service ~~through the end of 2010, as and when such similar bonuses are paid to the Company’s other executive officers, based~~ on the ~~Company’s~~Board ~~financial performance during 2010, (3) Mr. King will continue to be eligible to purchase medical insurance on an after-tax basis under the Company’s benefit plans for himself~~ and ~~his eligible dependents at applicable COBRA rates until he reaches age 65 and (4) the Company, certain affiliates of Hellman & Friedman and Mr. King have~~ ~~agreed~~its ~~that~~audit ~~the Company~~ and ~~such~~compensation ~~affiliates~~committees: of Hellman & Friedman will not exercise their call rights under the terms of the Management Stockholders Agreement to purchase shares of the Company’s parent that are held by Mr. King or which he may obtain upon the exercise of vested options.

•

$40,000 per year for service as a director, payable in equal quarterly installments;

•

$2,000 for each meeting of the Board or any committee thereof attended in person and $1,500 for each such meeting attended telephonically;

•

$10,000 per year for service as a member of the audit committee, payable in equal quarterly installments;

•

$10,000 per year for service as a member of the compensation committee, payable in equal quarterly installments; and

•

a grant of 3,279 restricted stock units under the Chill Holdings, Inc. 2008 Stock Incentive Plan (the “2008 Plan”), which will vest in full on the earlier of (1) the first anniversary of the vesting commencement date (which was July 20, 2010) or (2) a change in control (as defined in the 2008 Plan), in each case subject to Mr. Hornsby’s continuous service on the Board.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 16, 2010		GOODMAN GLOBAL, INC.
Date: July 22, 2010		GOODMAN GLOBAL, INC.
		/s/ Ben D. Campbell
		Ben D. Campbell
		Executive Vice President, Secretary and General Counsel

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