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) September 17, 2015 (September 16, 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:

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 September 16, 2015, Peabody Energy Corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”) in New York, New York. At the Special Meeting, the proposals set forth below were submitted to a vote of the Company’s stockholders. Of the votes received, approximately 90% of the shares of the Company's common stock voted to approve an amendment to the Company's Third Amended and Restated Certificate of Incorporation to effect a reverse stock split of the common stock, and if and when such reverse stock split is effected, reduce the number of authorized shares of the common stock by the approved reverse split ratio. The final voting results are as follows:
 
For
Against
Abstain
Broker Non-Votes
Approval of an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to (i) effect a reverse stock split of the common stock at a ratio determined by the Company’s Board of Directors (or any authorized committee of the Board of Directors) from five designated alternatives and, (ii) if and when the reverse stock split is effected, reduce the number of authorized shares of the common stock by the approved reverse split ratio.
182,256,029
18,477,779
1,956,864
—
Approval of the adjournment of the Special Meeting from time to time, if necessary or advisable (as determined by the Company) to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the above proposal.
172,845,675
27,963,460
1,881,537
—

Item 7.01 Regulation FD Disclosure
On September 16, 2015, the Company issued a press release announcing the reverse stock split. A copy of the press release is attached hereto as Exhibit 99.1.
The above information (including Exhibit 99.1) is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)    Exhibits
The following exhibit is furnished as part of this report:

Exhibit No.
Description
99.1
Company press release dated September 16, 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
September 17, 2015
By:
/s/ A. Verona Dorch
 
 
Name: A. Verona Dorch
 
 
Title: Executive Vice President, Chief Legal Officer, Government Affairs and Corporate Secretary


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EXHIBIT INDEX

Exhibit No.
Description
99.1
Company press release dated September 16, 2015.



4


Exhibit 99.1

News Release
 
CONTACT:
Vic Svec
(314) 342-7768


FOR IMMEDIATE RELEASE
September 16, 2015

PEABODY ENERGY ANNOUNCES 1-FOR-15 REVERSE STOCK SPLIT
FOLLOWING SHAREHOLDER APPROVAL

ST. LOUIS, Sept. 16, 2015 - Peabody Energy (NYSE: BTU) today announced a 1-for-15 reverse stock split on shares of the company’s common stock. Authorization to implement the reverse stock split was approved by Peabody shareholders at a special meeting held earlier today.
“We thank our shareholders for their continued support as we work through these challenging times,” said President and Chief Executive Officer Glenn Kellow. “Peabody is advancing further initiatives across our global platform with an intense focus on operational excellence, lean organization, portfolio management and financial strength.”
The reverse stock split is expected to become effective at the close of business on
Sept. 30, 2015 (the “effective time”), which would result in Peabody’s common stock to begin trading on a split-adjusted basis at market open on Oct. 1, 2015. Upon completion of the reverse stock split, every 15 shares of common stock owned by a shareholder will be combined into one share of common stock, and the number of outstanding shares will be reduced from approximately 278 million to approximately 19 million.
Peabody will not issue fractional shares in connection with the reverse stock split.  Shareholders who would otherwise hold fractional shares following the reverse stock split will receive cash (without interest and subject to applicable withholding taxes) in lieu of such fractional shares.  The sum will be based on the net proceeds, after customary brokerage commissions and other expenses, resulting from the transfer agent aggregating and selling all fractional share interests into the market. Such proceeds will be paid on a pro rata basis, depending on the fractional amount of shares owned. 
After the effective time, holders of certificated shares and registered book-entry holders of common stock will be sent a transmittal letter from Peabody’s transfer agent, American Stock Transfer and Trust Company (AST), regarding their stock ownership. All questions regarding ownership should be directed to AST at (800) 937-5449. Beneficial



holders of Peabody’s common stock are encouraged to contact their bank, broker, custodian or other nominee with questions regarding procedures for processing the reverse stock split.
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. For further information, visit PeabodyEnergy.com and AdvancedEnergyForLife.com.
-End-

Certain statements in this press release are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. The company uses words such as “anticipate,” “believe,” “expect,” “may,” “forecast,” “project,” “should,” “estimate,” “plan,” “outlook,” “target,” “likely,” “will,” “to be,” “provide,” or other similar words to identify forward-looking statements. These forward-looking statements are based on numerous assumptions that the company believes are reasonable, but they are open to a wide range of uncertainties and business risks that may cause actual results to differ materially from expectations as of Sept. 16, 2015. These factors are difficult to accurately predict and may be beyond the company’s control. The company does not undertake to update its forward-looking statements. Factors that could affect the company’s results include, but are not limited to: supply and demand for our coal products; price volatility and customer procurement practices, particularly in international seaborne products and in the company’s trading and brokerage businesses; impact of alternative energy sources, including natural gas and renewables; global steel demand and the downstream impact on metallurgical coal prices; impact of weather and natural disasters on demand and production; reductions and/or deferrals of purchases by major customers and ability to renew sales contracts; credit and performance risks associated with customers, suppliers, contract miners, co-shippers, and trading, banks and other financial counterparties; geologic, equipment, permitting, site access, operational risks and new technologies related to mining; transportation availability, performance and costs; availability, timing of delivery and costs of key supplies, capital equipment or commodities such as diesel fuel, steel, explosives and tires; impact of take-or-pay agreements for rail and port commitments for the delivery of coal; successful implementation of business strategies; negotiation of labor contracts, employee relations and workforce availability; changes in postretirement benefit and pension obligations and their related funding requirements; replacement and development of coal reserves; adequate liquidity, and the cost, availability, access to capital and financial markets; ability to appropriately secure our obligations for land reclamation, federal and state workers’ compensation, federal coal leases and other obligations related to the company’s operations, including its ability to remain eligible for self-bonding and/or successfully access the commercial surety market; effects of changes in interest rates and currency exchange rates (primarily the Australian dollar); effects of acquisitions or divestitures; economic strength and political stability of countries in which the company has operations or serves customers; legislation, regulations and court decisions or other government actions, including, but not limited to, new environmental and mine safety requirements; changes in income tax regulations, sales-related royalties, or other regulatory taxes and changes in derivative laws and regulations; litigation, including claims not yet asserted; terrorist attacks or security threats, including cybersecurity threats; impacts of pandemic illnesses; and other risks detailed in the company’s reports filed with the United States Securities and Exchange Commission (SEC).