Form 8-K PEABODY ENERGY CORP For: May 04

 

 

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) May 4, 2015

 

 

PEABODY ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-16463		13-4004153
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

701 Market Street, St. Louis, Missouri		63101-1826
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (314) 342-3400

 

 

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))

 

 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 4, 2015, the Board of Directors (the “Board”) of Peabody Energy Corporation (the “Company”) elected Glenn L. Kellow to the position of President and Chief Executive Officer. On that same date, the Company’s current Chairman and Chief Executive Officer, Gregory H. Boyce, was elected Executive Chairman of the Board. A copy of the press release announcing these actions is attached hereto as Exhibit 99.1 and incorporated by reference herein.

On May 4, 2015, the Company held its 2015 Annual Meeting of Stockholders (“Annual Meeting”) at which the stockholders considered and approved the Company’s 2015 Long-Term Incentive Plan (the “2015 Plan”).

The 2015 Plan became effective upon such stockholder approval. Following such approval and effectiveness, the Company will cease to issue awards under the Company’s 2011 Long-Term Equity Incentive Plan. The 2015 Plan, among other things, authorizes 18,000,000 shares of the Company’s common stock for issuance thereunder in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock and performance units, plus certain shares added back to the 2015 Plan as provided for in the 2015 Plan.

The 2015 Plan allows for the grant of performance-based stock awards that may be able to qualify under Section 162(m) of the Internal Revenue Code (“Section 162(m)”). The performance measures for such awards are to be based on one or more of the following measures: earnings before any or all of interest, tax, depreciation or amortization (actual and adjusted and either in the aggregate or on a per-share basis); earnings (either in the aggregate or on a per-share basis); net income or loss (either in the aggregate or on a per-share basis); operating profit; cash flow (either in the aggregate or on a per-share basis); free cash flow (either in the aggregate or on a per-share basis); costs; gross revenues; reductions in expense levels; operating and maintenance cost management and employee productivity; share price or total shareholder return (including growth measures and total shareholder return (on an absolute or relative basis) or attainment by shares of a specified value for a specified period of time); net economic value; economic value added; aggregate product unit and pricing targets; strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market share, market penetration, geographic business expansion goals, objectively identified project milestones, return on assets, return on mining assets, return on equity, return on capital, return on investment, production volume levels, cost targets, cost per ton targets, attainment of safety-related goals, and goals relating to acquisitions or divestitures; and debt ratings, debt leverage and debt service.

The foregoing description of the 2015 Plan is not complete and is in all respects qualified in its entirety by the actual provisions of the 2015 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On May 5, 2015, the Board amended the Company’s Code of Business Conduct and Ethics (the “Code”) to (a) expand the senior management to whom reports of sexual or other harassment may be reported, and (b) make certain administrative and non-substantive changes to the Code. A copy of the amended Code can be found on the Company’s website (www.peabodyenergy.com) by clicking on “Investors” and then “Corporate Governance.”

 

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Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held the Annual Meeting on May 4, 2015. Of the 277,788,594 shares of common stock outstanding on the record date, 228,787,708 shares were present at the meeting in person or by proxy, representing approximately 82% of the total outstanding shares eligible to vote. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:

 

		For				Withheld				Broker Non- Votes
Item 1: Election of Directors
Gregory H. Boyce			173,061,159				7,798,338				47,928,211
William A. Coley			171,288,477				9,571,020				47,928,211
William E. James			171,293,855				9,565,642				47,928,211
Robert B. Karn III			174,353,474				6,506,023				47,928,211
Glenn L. Kellow			176,314,468				4,545,029				47,928,211
Henry E. Lentz			174,342,123				6,517,374				47,928,211
Robert A. Malone			171,549,249				9,310,248				47,928,211
William C. Rusnack			171,355,390				9,504,107				47,928,211
Michael W. Sutherlin			172,316,478				8,543,019				47,928,211
John F. Turner			174,438,346				6,421,151				47,928,211
Sandra A. Van Trease			174,394,364				6,465,133				47,928,211
Heather A. Wilson			175,268,496				5,591,001				47,928,211

 

		For				Against				Abstain				Broker Non- Votes
Item 2: Ratification of Appointment of Independent Registered Public Accounting Firm			224,308,092				3,935,023				544,593				0
		For				Against				Abstain				Broker Non- Votes
Item 3: Advisory Vote on Executive Compensation			106,531,519				73,489,216				838,762				47,928,211
		For				Against				Abstain				Broker Non- Votes
Item 4: Approval of our 2015 Long-Term Incentive Plan			163,517,310				16,692,736				649,451				47,928,211
		For				Against				Abstain				Broker Non- Votes
Item 5: Shareholder Proposal on Proxy Access			87,325,721				92,136,153				1,397,623				47,928,211

 

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description of Exhibit
10.1		Peabody Energy Corporation 2015 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (Registration No. 333-203926).
99.1		Peabody Energy Corporation press release dated May 4, 2015.

 

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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 hereunto duly authorized.

 

		PEABODY ENERGY CORPORATION
May 8, 2015		By:		/s/ Bryan L. Sutter
				Name:		Bryan L. Sutter
				Title:		Vice President, General Counsel – Corporate and Assistant Secretary

 

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EXHIBIT INDEX

 

Exhibit No.		Description of Exhibit
10.1		Peabody Energy Corporation 2015 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (Registration No. 333-203926).
99.1		Peabody Energy Corporation press release dated May 4, 2015.

 

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Exhibit 99.1

 

		News Release
		CONTACT: Chris Curran (314) 588-2765

FOR IMMEDIATE RELEASE

May 4, 2015

GLENN KELLOW ELECTED TO ROLE OF PEABODY ENERGY PRESIDENT AND CEO; HIGHLIGHTS AREAS OF EMPHASIS AT ANNUAL SHAREHOLDERS MEETING

ST. LOUIS, May 4 – Peabody Energy (NYSE: BTU) announced today that Glenn Kellow has been elected to the role of President and Chief Executive Officer. Kellow joined Peabody as President and Chief Operating Officer in September 2013, and was named CEO-Elect and added to the board of directors in January 2015. He succeeds Gregory H. Boyce, who remains as Executive Chairman.

“The board enthusiastically welcomes Glenn to the office of President and Chief Executive Officer,” said Boyce. “We are confident that his experience, skills, values and vision will help shape a stronger company now and in the many years ahead.”

“Today, we begin an important new phase in our previously announced succession process,” said Peabody Energy Lead Independent Director Bob A. Malone. “On behalf of the board of directors, we thank Greg for his exceptional leadership during an extraordinary decade of both growth and challenge in the global coal industry. We look forward to his continued counsel as Executive Chairman.”

At the company’s annual shareholder meeting, Kellow acknowledged that the industry was at a difficult part of the cycle with multiple headwinds, but also noted that global coal demand growth was expected to continue for decades to come and the company would take the steps necessary to succeed in all market conditions.

“It is an honor to lead Peabody Energy, where underlying strength comes from its people, its assets, and the vital role that its products provide to serve the world’s energy and steel markets,” Kellow said. “While this is a challenging time, we have identified four areas of emphasis – operational, selling and administrative, financial and portfolio – to strengthen our company. These areas of emphasis, along with our exposure to key markets, provide Peabody multiple avenues for success. I look forward to leading this team as we advance with speed, focus and purpose to create superior long-term shareholder value.”

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Since joining Peabody in 2013, Kellow has led an operational team that has significantly improved safety, productivity and costs, while achieving a host of other corporate accomplishments.

Kellow has worked across a broad range of commodities spanning three decades. Prior to joining Peabody, he held multiple leadership posts on three continents over a 28-year career with BHP Billiton. He has held a number of executive, operating and financial positions in the coal, copper, base metals, steel and petroleum sectors in the United States, Australia and Chile.

Peabody Energy is the world’s largest private-sector coal company and a global leader in sustainable mining, energy access and clean coal solutions. The company serves metallurgical and thermal coal customers in more than 25 countries on six continents. Peabody was named Energy Company of the Year at the 2014 Platts Global Energy Awards. For further information, visit PeabodyEnergy.com and AdvancedEnergyForLife.com.

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