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):  February 28, 2019

Arch Coal, Inc.

(Exact name of registrant as specified in its charter)

CityPlace One

One CityPlace Drive, Suite 300

St. Louis, Missouri 63141

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code:  (314) 994-2700

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 28, 2019, the Board of Directors (the “Board”) of Arch Coal, Inc. (the “Company”) increased the size of the Board  to nine directors and elected, effective immediately, Holly Keller Koeppel and Robert Brewster Hamill to fill the newly-created vacancies and to serve until the 2019 annual meeting of stockholders or until their successors are duly elected and qualified. Ms. Koeppel and Mr. Hamill were also each appointed to serve on the Audit Committee of the Board (the “Audit Committee”).

Ms. Koeppel served as Managing Partner and Head of Gateway Infrastructure Investments LP from 2015 to January 2017.  From 2010 to 2015, Ms. Koeppel served as Partner and Global Co-Head, Citi Infrastructure Investors, a division of CitiGroup, Inc.  She served as Executive Vice President and Chief Financial Officer of American Electric Power Corporation from 2006 to 2009.

Mr.  Hamill served as Managing Director of Jefferies and Company Inc. from 2008 to November 2018.  From 2003 to 2008, Mr. Hamill served as Managing Director of Lehman Brothers Inc., and from 1994 to 2002 he served as a Managing Director of J.P. Morgan Securities Inc.

The Company’s non-employee director compensation program provides that each non-chair director receives a $100,000 annual cash retainer and a $125,000 equity grant (awarded in the form of restricted stock units) for his or her service on the Board. Non-chair directors serving on the Audit Committee also receive an annual retainer of $15,000. For 2019, Ms. Koeppel and Mr. Hamill will receive a pro-rata portion of such cash retainers and equity grant, pro-rated as of February 28, 2019.

Ms. Koeppel and Mr. Hamill each entered into an indemnification agreement with the Company, effective as of February 28, 2019, substantially in the form attached as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on October 11, 2016.

Mr. Scott Vogel, who has been a director of the Company since October 2016, will not stand for reelection at the 2019 annual meeting in May. Mr. Vogel’s not standing for reelection is not due to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 7.01              Regulation FD Disclosure.

On February 28, 2019, the Company issued a press release announcing the elections to the Company’s Board as described above. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference.

Item 9.01              Financial Statements and Exhibits.

(d)                                 Exhibits

The following exhibits are attached hereto and filed herewith.

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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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Exhibit 99.1

News from

Arch Coal, Inc.

FOR FURTHER INFORMATION:

External Affairs

314/994-2897

FOR IMMEDIATE RELEASE

Holly Keller Koeppel and Robert Brewster Hamill

Elected to Arch Coal’s Board of Directors

ST. LOUIS, March 1, 2019 — Arch Coal, Inc. (NYSE:ARCH) announced today that Holly Keller Koeppel, a former senior executive in both the utility and financial services industries, and Robert Brewster Hamill, a retired managing director at Jefferies and Company, have been elected to its board of directors, effective immediately.

“We are extremely pleased to welcome Holly and Bob to the Arch Coal board,” said James N. Chapman, Arch’s board chair.  “They bring proven leaderships skills and a wealth of experiences in energy and financial markets that are directly applicable to Arch.  I am confident that they will be great additions to the Arch team.”

“I echo Jim’s enthusiasm about the addition of Holly and Bob to our high-performing board,” said John W. Eaves, Arch’s chief executive officer.  “I look forward to working with the two of them, and with the rest of the board, as we chart Arch’s future course in a smart, responsible and value-creating manner.”

Most recently, Holly Keller Koeppel served as managing partner and head of Gateway Infrastructure Investments LP and as partner and global co-head of Citi Infrastructure Investors at Citigroup, Inc.  Prior to those roles, Koeppel held the position of executive vice president and chief financial officer, along with other leadership posts, at American Electric Power.  Earlier in her career, she held senior leadership positions at Consolidated Natural Gas Company.

Koeppel currently serves on the boards of AES Corporation, B.A.T. Industries PLC, and Vesuvius PLC, and is a former board member of CoaLogix, Inc., Energy Insurance Mutual Ltd., Integrys Energy Group, Inc., and Reynolds American, Inc.  She earned Bachelor of Science and Master of Business Administration degrees from The Ohio State University in Columbus, Ohio.

Robert Brewster Hamill recently retired from Jefferies and Company, where he had served as managing director of high-yield bond and leveraged loan sales since 2008.  Prior to joining Jefferies, Hamill was managing director of high yield sales at Lehman Brothers and managing director of high-yield finance at J.P. Morgan Securities.  Earlier in his career, he held senior

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positions at Drexel Burnham Lambert and E.F. Hutton & Company.

Hamill earned an undergraduate degree from Hamilton College in Clinton, N.Y., and a Master of Business Administration degree from the Harvard Graduate School of Business Administration in Boston, Mass.

Scott Vogel, who has been an Arch director since October 2016, will not stand for re-election at the annual meeting in May.  At that time, the company expects to have eight directors.

U.S.-based Arch Coal, Inc. is a top coal producer for the global steel and power generation industries.  Arch operates a streamlined portfolio of large-scale, low-cost mining complexes that produce high-quality metallurgical coals in Appalachia and low-emitting thermal coals in the Powder River Basin and other strategic supply regions.  For more information, visit www.archcoal.com.

Forward-Looking Statements: This press release contains “forward-looking statements” — that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For us, particular uncertainties arise from changes in the demand for our coal by the domestic electric generation and steel industries; from legislation and regulations relating to the Clean Air Act and other environmental initiatives; from operational, geological, permit, labor and weather-related factors, from the Tax Cuts and Jobs Act and other tax reforms; from the effects of foreign and domestic trade policies, actions or disputes; from fluctuations in the amount of cash we generate from operations, which could impact, among other things, our ability to pay dividends or repurchase shares in accordance with our announced capital allocation plan from future integration of acquired businesses; and from numerous other matters of national, regional and global scale, including those of a political, economic, business, competitive or regulatory nature. These uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. For a description of some of the risks and uncertainties that may affect our future results, you should see the risk factors described from time to time in the reports we file with the Securities and Exchange Commission.

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