ST. LOUIS, Feb. 5, 2020 /PRNewswire/ -- Peabody (NYSE: BTU)
announced today that it will appoint several new members to the
company's Board of Directors in conjunction with the February Board
meeting, including Elliott Management Equity Partner Dave Miller,
Elliott Management Portfolio Manager Samantha Algaze and tenured coal industry
executive Darren Yeates. Peabody and
Elliott have also agreed to add a fourth independent director with
extensive mining operations experience, to be jointly identified by
Peabody and Elliott. The company will also nominate each of the new
directors, along with all current directors, for a full one-year
term at the company's upcoming annual meeting of shareholders in
May.
Peabody and Elliott, the company's largest shareholder, also
have entered into a cooperation agreement outlining the
relationship between the two companies. Elliott has agreed to
certain customary standstill, voting and other provisions. A
copy of the agreement is being included in a Peabody Form 8-K
filing with the Securities and Exchange Commission to be filed
today.
"We're pleased to welcome these skilled and experienced
professionals to our board," said Peabody Chairman Bob Malone. "Together they will bring a broad
range of financial, portfolio and operational expertise that
complements the strong skill sets and diverse perspectives already
represented in our directors."
"We welcome this closer relationship with Elliott, which has
been a substantial investor in Peabody's capital structure for more
than four years," said Peabody President and Chief Executive
Officer Glenn Kellow. "We are
aligned in our objectives of maximizing value creation and
shareholder returns. We look forward to benefitting from the
contributions of these new directors."
"We are convinced that Peabody has significant unrealized
potential," said Dave Miller.
"Elliott has built a strong relationship with the team at Peabody
in recent years, and we look forward to helping the company create
substantial long-term value for all investors."
Dave Miller is Equity Partner,
Senior Portfolio Manager and Head of U.S. Restructuring for Elliott
Management, and a member of the Management Committee. Mr. Miller
joined Elliott in 2003 after working in M&A and financing
advisory roles at Peter J. Solomon Company. Mr. Miller is also
currently a director of Acosta, a leading full-service sales and
marketing agency; the Brazilian American Automotive Group, Inc.,
one of the largest automotive dealership groups in Latin America; and Arconic, a company
specializing in lightweight metals engineering and manufacturing.
Mr. Miller received a Bachelor of Arts from Harvard University.
Samantha Algaze is a Portfolio
Manager at Elliott Management Corporation where she works on
investments spanning multiple industries. She joined Elliott in
2013 after working at H.I.G. Capital in the Private Equity
division. Prior to that, she was an analyst in Deutsche Bank's Real
Estate, Gaming, Lodging & Leisure Investment Banking Group. Ms.
Algaze is also currently serving as Chairman of the Board of
Managers of Claire's Holdings LLC. Ms. Algaze received a Bachelor
of Science degree from the University of
Pennsylvania's Wharton School of Business.
Darren Yeates currently serves as
a director and principal of Yeates Advisory Services Pty Ltd, a
consulting firm he co-founded in November
2016. Mr. Yeates has over 35 years of mining industry
experience, most recently as COO of MACH Energy Australia, a
developer and supplier of thermal coal to both the Australian
domestic and Asian export markets, from May
2018 to December 2019.
He was previously CEO of GVK Hancock Coal from January 2014 until June
2016. Prior to that, Mr. Yeates spent over 22 years with Rio
Tinto, including as Acting Managing Director and Chief Operating
Officer for Coal Australia, General Manager Ports and
Infrastructure for Pilbara Iron and General Manager Tarong Coal. He
began his mining career at BHP in coal operations and metalliferous
exploration. Mr. Yeates has served as a director of Emeco Holdings
Limited, an Australian mining services company, since April 2017, and WorkPac Pty Ltd, a diversified
employment recruiter, since January
2018. He also served as a director at Stanmore Coal Limited,
an Australian coal company, from May
2019 until February 2020. Mr. Yeates is currently CEO
of WorkPac in an interim capacity as the Board searches for a
permanent CEO. He has a Bachelor of Engineering (Mining) from
University of Queensland, a Graduate
Diploma in Management from the University of Central Queensland and a Graduate Diploma of
Applied Finance and Investment from the Securities Institute of
Australia. He has an Executive MBA
from the Monash Mt Eliza Business School and is a Fellow of the
Australian Institute of Company Directors.
This press release is not a proxy statement or a solicitation of
proxies from the holders of Peabody common stock. A solicitation of
proxies in connection with the 2020 Annual Meeting will be made
only by Peabody's definitive proxy statement that will be mailed to
all shareholders of record on the record date of March 12, 2020. Peabody will be filing a
definitive proxy statement for the 2020 Annual Meeting with the
Securities and Exchange Commission. Shareholders are urged to read
the proxy statement and any other relevant documents filed or that
will be filed with the SEC when they become available because they
will contain important information. Shareholders will be able to
receive the proxy statement and other relevant documents free of
charge at the SEC's website at http://www.sec.gov or through
the company's own website at
https://www.peabodyenergy.com/Investor-Info/Shareholder-Information/Annual-Report.
The directors, nominees for election as director, executive
officers and certain other members of management and employees of
the company may be deemed "participants" in the solicitation of
proxies from stockholders of the company in connection with the
matters to be considered at the 2020 Annual Meeting. Information
regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the stockholders of
the company in connection with such matters will be set forth in
the definitive proxy statement for the 2020 Annual Meeting to be
filed with the SEC. In addition, information about the company's
executive officers and directors may be found in the company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, when available, and in its
definitive proxy statement filed with the SEC on March 27, 2019.
Peabody (NYSE: BTU) is the leading global pure-play coal company
and a member of the Fortune 500, serving power and steel customers
in more than 25 countries on six continents. The company offers
significant scale, high-quality assets, and diversity in geography
and products. Peabody is guided by seven core values: safety,
customer focus, leadership, people, excellence, integrity and
sustainability.
Contact:
Vic Svec 314.342.7768
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the securities laws. Forward-looking statements can
be identified by the fact that they do not relate strictly to
historical or current facts. They often include words or variation
of words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," "projects," "forecasts,"
"targets," "would," "will," "should," "goal," "could" or
"may" or other similar expressions. Forward-looking statements
provide management's current expectations or predictions of
future conditions, events or results. All statements that address
operating performance, events or developments that we expect or
anticipate will occur in the future are forward-looking statements.
They may include estimates of revenues, income, earnings per share,
cost savings, capital expenditures, dividends, share repurchases,
liquidity, capital structure, market share, industry volume, or
other financial items, descriptions of management's plans or
objectives for future operations, or descriptions of assumptions
underlying any of the above. All forward- looking statements speak
only as of the date they are made and reflect the company's good
faith beliefs, assumptions and expectations, but they are not
guarantees of future performance or events. Furthermore, the
company disclaims any obligation to publicly update or revise any
forward-looking statement, except as required by law. By their
nature, forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements.
Factors that might cause such differences include, but are not
limited to, a variety of economic, competitive and regulatory
factors, many of which are beyond the company's control, that are
described in our Annual Report on Form 10-K for the fiscal year
ended Dec. 31, 2018 and most recent
quarterly report on Form 10-Q, as well as additional factors we may
describe from time to time in other filings with the SEC. You
should understand that it is not possible to predict or identify
all such factors and, consequently, you should not consider any
such list to be a complete set of all potential risks or
uncertainties.
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SOURCE Peabody