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Form 8-K Walter Energy, Inc. For: Apr 27

April 28, 2015 6:02 AM EDT


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 23, 2015
 

 
Walter Energy, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-13711
 
13-3429953
(State or other jurisdiction of
 incorporation)
 
Commission File No.
 
(I.R.S. Employer Identification No.)
 
3000 Riverchase Galleria, Suite 1700
Birmingham, Alabama 35244
(205) 745-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
N/A
(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:
 
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))






Item 5.07.
Submission of Matters to a Vote of Security Holders.
 
On April 23, 2015, Walter Energy, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “2015 Annual Meeting”), at which the Company’s stockholders voted on the following three proposals that were disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 11, 2015 (the “Proxy Statement”):

1.
A proposal to elect eight director nominees to the Board of Directors of the Company (“Proposal 1”);

2.
A proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement (“Proposal 2”); and

3.
A proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015 (“Proposal 3”).

The final voting results from the 2015 Annual Meeting were as follows:

Proposal 1 - Election of Directors. Each of the director nominees listed below received the following votes. In addition, there were 32,640,798 broker non-votes for Proposal 1.

Name of Nominee
 
Shares Voted For
 
Shares Voted Against
 
Abstentions
Mary R. "Nina" Henderson
 
10,760,316
 
4,109,756
 
382,091
Jerry W. Kolb
 
10,758,543
 
4,148,615
 
345,005
Patrick A. Kriegshauser
 
10,419,679
 
4,490,393
 
342,091
Joseph B. Leonard
 
10,624,670
 
4,294,268
 
333,225
Bernard G. Rethore
 
11,260,502
 
3,657,975
 
333,686
Walter J. Scheller, III
 
11,281,166
 
3,624,694
 
346,303
Michael T. Tokarz
 
10,641,270
 
4,304,236
 
306,207
A.J. Wagner
 
10,783,733
 
4,139,506
 
328,924

Accordingly, each of the above-named director nominees has been elected to serve on the Company’s Board of Directors until the Company’s 2016 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified.

Proposal 2 - Advisory Vote on Executive Compensation. The stockholders did not approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. There were 32,640,798 broker non-votes for Proposal 2.

Shares Voted For
 
Shares Voted Against
 
Abstentions
4,209,385
 
10,742,689
 
300,089

Proposal 3 - Ratification of Independent Auditors. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. There were no broker non-votes for Proposal 3.

Shares Voted For
 
Shares Voted Against
 
Abstentions
42,035,229
 
5,246,572
 
611,160








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.

 
WALTER ENERGY, INC.
 
 
Date: April 27, 2015
By:
/s/ Earl H. Doppelt
 
 
Earl H. Doppelt, Executive Vice President,
 
 
General Counsel and Secretary
                            





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