UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 24, 2015 (April 23, 2015)
Arch Coal, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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1-13105 |
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43-0921172 |
(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
CityPlace One
One CityPlace Drive, Suite 300
St. Louis, Missouri 63141
(Address, including zip code, of principal executive offices)
Registrants 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 23, 2015, Mr. Wesley M. Taylor, Chairman of the board of directors of Arch Coal, Inc. (the Company), announced he would no longer serve as Chairman of the board of directors of the Company, but would remain a director of the Company.
On April 23, 2015, the Company announced that John W. Eaves was appointed Chairman and Chief Executive Officer of the Company. Mr. Eaves has served as President and Chief Executive Officer of the Company since April 2012. Mr. Eaves has also been a director of the Company since 2006. From 2006 until April 2012, Mr. Eaves served as President and Chief Operating Officer of the Company, and from 2002 to 2006 Mr. Eaves served as Executive Vice President and Chief Operating Officer. Mr. Eaves currently serves on the board of COALOGIX, the National Mining Association, the Business Roundtable, the American Coalition for Clean Coal Electricity, and the Business Council. Mr. Eaves was previously a director of Advanced Emissions Solutions, Inc. and former chairman of the National Coal Council.
On April 23, 2015, the Company announced that Paul A. Lang was appointed President and Chief Operating Officer of the Company. Mr. Lang has been a director of the Company since 2014. Mr. Lang had served as Executive Vice President and Chief Operating Officer of the Company since April 2012, and as Executive Vice President-Operations from August 2001 to April 2012. Mr. Lang served as Senior Vice President-Operations from 2006 through August 2011, as President of Western Operations from 2005 through 2006 and President and General Manager of Thunder Basin Coal Company from 1998 to 2005. He currently serves on the boards of Advanced Emissions Solutions, Inc. and Knight Hawk Coal Company. Mr. Lang also serves on the development board of the Mining Department of the Missouri University of Science & Technology, and is chairman of the University of Wyomings School of Energy Resources Council.
On April 23, 2015, the Company announced that Paul T. Hanrahan was elected Lead Independent Director of the Company. Mr. Hanrahan has been a director of the Company since 2012. Since October 2012, Mr. Hanrahan has served as the Chief Executive Officer of American Capital Infrastructure Management, LLC, a company which invests in global energy infrastructure assets. From 2002 until 2011, Mr. Hanrahan served as President and Chief Executive Officer of The AES Corporation, a global power company headquartered in Arlington, Virginia, and as its Executive Vice President and Chief Operating Officer from 2000 to 2002. Mr. Hanrahan also served as President and Chief Executive Officer of AES China Generating Co. for more than five years. He currently serves on the boards of Ingredion Incorporated, Seven Seas Water Corporation, GreatPoint Energy, Inc., Azura Power Holdings Limited and BMR Energy, LLC.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of the Company was held on April 23, 2015. The following proposals were submitted by the Board of Directors to a vote of security holders and the final results of the voting on each proposal are noted below.
Proposal 1 Election of Directors:
The following five directors were nominated to serve for their respective term expiring at the annual meeting of stockholders in which their respective class expires, or when their successors are otherwise duly elected and qualified. The five directors, as indicated below, were elected as directors of the Company.
Nominee |
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For |
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Withheld |
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Broker Non-Votes |
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Gov. David D. Freudenthal |
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93,507,409 |
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1,122,597 |
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67,728,916 |
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Patricia F. Godley |
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92,836,672 |
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2,085,260 |
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67,728,916 |
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Wesley M. Taylor |
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93,725,988 |
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1,741,030 |
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67,728,916 |
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Peter I. Wold |
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93,873,668 |
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1,218,034 |
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67,728,916 |
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James A. Sabala |
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94,510,112 |
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1,513,107 |
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67,728,916 |
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Proposal 2 The Approval of Named Executive Compensation in an Advisory Vote:
The stockholders were asked to approve the named executive compensation of the Company in an advisory vote. The proposal was approved as follows:
For |
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Against |
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Abstain |
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Broker Non-Votes |
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73,179,716 |
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28,821,403 |
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2,194,959 |
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67,728,916 |
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Proposal 3 The Ratification of the Appointment of Ernst & Young, LLP, as Arch Coal, Inc.s Independent Public Accounting Firm:
The stockholders were asked to ratify the appointment of Ernst & Young, LLP, as Arch Coal, Inc.s independent public accounting firm for the fiscal year ending December 31, 2015. The appointment was approved, as indicated below.
For |
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Against |
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Abstain |
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|
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159,255,004 |
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10,684,358 |
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1,985,632 |
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Proposal 4 Granting authority to the Board of Directors of the Company to effect, in its discretion, a reverse stock split of the outstanding and treasury shares of common stock of Arch Coal, Inc. at a reverse stock split ratio of either 1-for-5 or 1-for-10, as determined by the Board of Directors and approve a corresponding amendment to the Companys Restated Certificate of Incorporation, subject to the Board of Directors authority to abandon such amendment:
The stockholders were asked to vote on the proposal presented at the meeting. The proposal was approved, as indicated below.
For |
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Against |
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Abstain |
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142,149,316 |
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27,684,168 |
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2,091,510 |
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Proposal 5 Stockholder Proposal Regarding Proxy Access Provision:
The stockholders were asked to vote on the stockholder proposal presented at the meeting regarding a proxy access provision. The proposal was rejected, as indicated below.
For |
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Against |
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Abstain |
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Broker Non-Votes |
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36,747,909 |
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64,548,909 |
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2,899,260 |
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67,728,916 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are attached hereto and filed herewith.
Exhibit |
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Description |
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99.1 |
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Press Release dated April 23, 2015. |
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.
Dated: April 24, 2015 |
Arch Coal, Inc. | |
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By: |
/s/ Robert G. Jones |
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Robert G. Jones |
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Senior Vice President Law, General Counsel and Secretary |
Exhibit 99.1
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NEWS FROM ARCH COAL
FOR IMMEDIATE RELEASE Media: Logan Bonacorsi 314/994.2766
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Arch Coal Announces Board of Directors Succession Plan
John Eaves Elected to Succeed Wes Taylor as Chairman of the Board;
Paul Hanrahan Elected Lead Independent Director;
Paul Lang Elected President and Chief Operating Officer
ST. LOUIS, April. 23, 2015 Arch Coal, Inc. (NYSE:ACI) today announced several changes to its board of directors in keeping with its planned succession process.
John W. Eaves, previously Archs president and chief executive officer, has been elected chairman and CEO effective immediately, succeeding Wesley M. Taylor, who will remain on the Arch board. We have been planning for this transition and Johns election to chairman is the next logical step as we navigate this dynamic market environment, Taylor said. John has an incredible depth of industry knowledge and a keen ability to execute on our strategy and to guide the company successfully through these unprecedented challenges in coal markets.
I am honored to accept this expanded role and want to personally thank Wes for his ongoing leadership and dedication to the company, Eaves said. I look forward to continuing the progress we have made in positioning Arch for future success. We remain sharply focused on managing through this current period of market weakness, capitalizing on opportunities as coal markets rebound and creating long-term value for our shareholders.
Taylor joined Archs board in 2005 after a long, successful career at TXU, and was elected lead independent director in 2013. Eaves was elected to Archs board in 2006 and was elected president and CEO in 2012.
In addition, the board elected Paul T. Hanrahan to the position of Lead Independent Director, effective immediately. Paul has brought a wealth of knowledge about international and domestic energy markets to the board, particularly in the global power sector, Eaves said. We consistently call upon Paul for guidance as we manage through rapidly changing coal markets and look forward to his strong and steady leadership in this new role. Hanrahan is the former CEO of AES Corporation and was elected to Archs board in 2012.
In addition to the board changes, Arch also announced that Paul A. Lang, previously Archs executive vice president and chief operating officer, has been elected president and chief operating officer, effective immediately. Paul has made significant contributions to Arch during his tenure and has distinguished himself again and again as a leader in the company, Eaves said. I am confident he will excel in this role as he continues to drive continuous improvement throughout the organization. Lang was elected executive vice president and COO in 2012 and joined Archs board in early 2014.
U.S.-based Arch Coal, Inc. is one of the worlds top coal producers for the global steel and power generation industries, serving customers on five continents. Its network of mining complexes is the most diversified in the United States, spanning every major coal basin in the nation. The company controls more than 5 billion tons of high-quality metallurgical and thermal coal reserves, with access to all major railroads, inland waterways and a growing number of seaborne trade channels. 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 industry; from legislation and regulations relating to the Clean Air Act and other environmental initiatives; from operational, geological, permit, labor and weather-related factors; from fluctuations in the amount of cash we generate from operations; 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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