BTU Peabody Energy Corporation

On February 4, 2020, Peabody Energy Corporation (the “Company”) entered into an Agreement (the “Agreement”) with Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P. (collectively, “Elliott”).

Pursuant to the Agreement, the Company’s board of directors (the “Board”) will promptly: (i) increase the size of the Board from 10 directors to 12 directors, resulting in a total of three vacancies; and (ii) appoint David Miller, Samantha Algaze and Darren Yeates (the “Elliott Appointed Directors”) to serve as directors of the Company to fill such vacancies, each with a term expiring at the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). The Company and Elliott have also agreed to promptly identify an additional, mutually agreed-upon candidate who is independent of both the Company and Elliott to serve as a director of the Company (the “Additional Independent Director”). Following the identification of the Additional Independent Director, the Board will promptly (x) increase the size of the Board from 12 to 13 directors and (y) appoint the Additional Independent Director as a director of the Company with a term expiring at the 2020 Annual Meeting. The Company has agreed to appoint (a) Mr. Miller to serve as a member of the Board’s Executive Committee and Compensation Committee, (b) Ms. Algaze to serve as a member of the Board’s Nominating and Corporate Governance Committee, (c) Mr. Yeates to serve as a member of the Board’s Health, Safety, Security and Environmental Committee and the Audit Committee (or if Mr. Yeates is determined by the Board not to meet the applicable independence requirements for service on the Audit Committee, then the Nominating & Corporate Governance Committee) and (d) the Additional Independent Director to serve on at least one standing committee of the Board. The Company has also agreed to nominate each of the Elliott Appointed Directors and the Additional Independent Director for election as directors of the Company at the 2020 Annual Meeting and to use its reasonable best efforts (including the solicitation of proxies) to obtain the election of each of the Elliott Appointed Directors and the Additional Independent Director at the 2020 Annual Meeting.

Under the Agreement, until the Company’s 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) Elliott has the right to select for appointment to the Board, subject to the Company’s consent (not to be unreasonably withheld, conditioned or delayed), a substitute director to replace and serve the remainder of the term of any Elliott Appointed Director. Pursuant to the Agreement, one or more of the Elliott Appointed Directors (including their replacements) will be required to resign from the Board if Elliott’s percentage ownership of the Company’s outstanding common stock falls below certain specified thresholds.

From the date of the Agreement until the date that is 30 days prior to the last day of the Company’s notice period for the nomination of directors at the 2021 Annual Meeting (such period, the “Cooperation Period”), Elliott has agreed to vote all shares of common stock of the Company that it or its affiliates have the right to vote in favor of the election of directors nominated and recommended by the Board for election and otherwise in accordance with the recommendations of the Board, subject to certain exceptions and early termination upon certain specified events. Elliott has also agreed to certain customary standstill and mutual non-disparagement restrictions during the Cooperation Period, subject to certain exceptions and early termination upon certain specified events.

The Company has further agreed to retain a consultant to conduct a review of the performance of the Company’s Australian mining operations. The Company will also reimburse Elliott for (i) 50% of its reasonable documented out-of-pocket fees and expenses incurred in connection with Elliott’s involvement at the Company not to exceed a threshold specified in the Agreement and (ii) 50% of the documented out-of-pocket fees and expenses actually incurred in connection with the provision of services of an additional consultant to be engaged by Elliott.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.