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)
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Delaware |
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1-16463 |
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13-4004153 |
(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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701 Market Street, St. Louis, Missouri |
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63101-1826 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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:
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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 (17 CFR 240.14d-2(b)) |
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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.
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 Companys 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 Companys 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 Companys 2011 Long-Term Equity Incentive Plan. The 2015 Plan, among other things, authorizes 18,000,000 shares of the Companys 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
Registrants Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On May 5, 2015, the Board amended the Companys 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 Companys 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:
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For |
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Withheld |
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Broker Non- Votes |
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Item 1: Election of Directors |
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Gregory H. Boyce |
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173,061,159 |
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7,798,338 |
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47,928,211 |
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William A. Coley |
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171,288,477 |
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9,571,020 |
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47,928,211 |
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William E. James |
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171,293,855 |
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9,565,642 |
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47,928,211 |
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Robert B. Karn III |
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174,353,474 |
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6,506,023 |
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47,928,211 |
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Glenn L. Kellow |
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176,314,468 |
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4,545,029 |
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47,928,211 |
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Henry E. Lentz |
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174,342,123 |
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6,517,374 |
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47,928,211 |
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Robert A. Malone |
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171,549,249 |
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9,310,248 |
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47,928,211 |
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William C. Rusnack |
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171,355,390 |
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9,504,107 |
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47,928,211 |
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Michael W. Sutherlin |
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172,316,478 |
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8,543,019 |
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47,928,211 |
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John F. Turner |
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174,438,346 |
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6,421,151 |
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47,928,211 |
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Sandra A. Van Trease |
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174,394,364 |
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6,465,133 |
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47,928,211 |
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Heather A. Wilson |
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175,268,496 |
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5,591,001 |
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47,928,211 |
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For |
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Against |
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Abstain |
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Broker Non- Votes |
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Item 2: Ratification of Appointment of Independent Registered Public Accounting Firm |
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224,308,092 |
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3,935,023 |
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544,593 |
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0 |
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For |
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Against |
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Abstain |
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Broker Non- Votes |
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Item 3: Advisory Vote on Executive Compensation |
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106,531,519 |
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73,489,216 |
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838,762 |
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47,928,211 |
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For |
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Against |
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Abstain |
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Broker Non- Votes |
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Item 4: Approval of our 2015 Long-Term Incentive Plan |
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163,517,310 |
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16,692,736 |
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649,451 |
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47,928,211 |
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For |
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Against |
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Abstain |
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Broker Non- Votes |
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Item 5: Shareholder Proposal on Proxy Access |
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87,325,721 |
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92,136,153 |
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1,397,623 |
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47,928,211 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description of Exhibit |
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10.1 |
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Peabody Energy Corporation 2015 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 of the Companys Registration Statement on Form S-8 (Registration No. 333-203926). |
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99.1 |
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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.
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PEABODY ENERGY CORPORATION |
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May 8, 2015 |
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By: |
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/s/ Bryan L. Sutter |
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Name: |
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Bryan L. Sutter |
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Title: |
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Vice President, General Counsel Corporate and Assistant Secretary |
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EXHIBIT INDEX
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Exhibit No. |
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Description of Exhibit |
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10.1 |
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Peabody Energy Corporation 2015 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 of the Companys Registration Statement on Form S-8 (Registration No. 333-203926). |
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99.1 |
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Peabody Energy Corporation press release dated May 4, 2015. |
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Exhibit 99.1
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News Release |
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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 companys 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 worlds 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.
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 worlds 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.
-End-