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) July 23, 2009
PEABODY ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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1-16463
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13-4004153 |
(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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| 701 Market Street, St. Louis, Missouri
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63101-1826 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (314) 342-3400
N/A
(Former name or former address, if changed since last report.)
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 1.01. Entry Into a Material Definitive Agreement.
On July 23, 2009, Peabody Energy Corporation (the “Company”) entered into an indemnification
agreement (the “Agreement”) with Robert A. Malone, who was appointed to the Company’s Board of
Directors (the “Board”) on July 23, 2009 (see Item 5.02(d) below). The Agreement is identical to
the indemnification agreements with all other directors and certain senior executive officers of
the Company.
Pursuant to the Agreement, to the fullest extent permitted by Delaware law, the Company will
indemnify Mr. Malone against any action, suit or proceeding by reason of the fact that he is or was
or has agreed to serve as a director, officer, employee or agent of the Company, or to serve at the
request of the Company as a director, officer, employee or agent of another entity, including any
action alleged to have been taken or omitted in such capacity. The indemnification extends to any
threatened, pending or completed action, whether civil, criminal, administrative or investigative,
and covers expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred. The indemnification is subject to various terms and conditions,
and will only be provided if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company, and, with respect to any criminal action, suit
or proceeding, had no reasonable cause to believe his conduct was unlawful. Subject to various
terms and conditions, the Agreement also provides for advancement of expenses, including attorneys’
fees, incurred in defending any action, suit or proceeding, as well as contribution in
circumstances in which indemnification is held by a court to be unavailable. The foregoing
description is only a summary of certain provisions of the Agreement, and is qualified in its
entirety by reference to the Agreement itself, which is filed as Exhibit 10.1 hereto and which is
incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On July 23, 2009, the Board, upon recommendation of the Board’s Nominating and Corporate
Governance Committee, appointed Robert A. Malone to fill a vacancy on the Board. Mr. Malone will
serve on the Board’s Audit Committee and Compensation Committee.
There is no arrangement or understanding between Mr. Malone and any other persons pursuant to
which he was selected as a director. Since the beginning of the Company’s last fiscal year through
the present, there have been no transactions with the Company, and there are currently no proposed
transactions with the Company in which the amount involved exceeds $120,000 and in which Mr. Malone
had or will have a direct or indirect material interest within the meaning of Item 404(a) of
Regulation S-K.
Mr. Malone will receive compensation as a non-employee director in accordance with the
Company’s non-employee director compensation program. Annual compensation of non-employee
directors is currently comprised of cash compensation, consisting of annual board and committee
retainers, and equity compensation, consisting of deferred stock unit awards. Each of these
components is described in more detail below.
Non-employee directors receive an annual cash retainer of $85,000. Non-employee directors who
serve on more than one committee receive an additional annual $10,000 cash retainer. The Audit
Committee Chairperson receives an additional annual $15,000 cash retainer, and the other Audit
Committee members receive additional annual $5,000 cash retainers. The Chairperson of the
Compensation Committee receives an additional annual $15,000 cash retainer, and the Chairperson of
the Nominating & Corporate Governance Committee receives an additional annual $10,000 cash
retainer. Directors do not receive meeting attendance fees. The Company pays travel and
accommodation expenses of directors to attend meetings and other corporate functions.
Non-employee directors receive annual equity compensation valued at $90,000, awarded in
deferred stock units (based on the fair market value of the Company’s Common Stock on the date of
grant). The deferred stock unit awards vest on the first anniversary of the date of grant and are
converted into shares on the specified distribution date elected by each non-employee director. In
the event of a change in control of the Company (as defined in the Company’s Long-Term Equity
Incentive Plan), any unvested deferred stock units will vest. The deferred stock unit awards also
provide for vesting in the event of death or disability or separation from service due to the
non-employee director reaching the end of his or her elected term and either (a) being ineligible
to run for an
additional term on the Board as a result of reaching age seventy-five (75) or (b) having completed
three years of service as a non-employee director and the current Board term for which he or she
was elected.
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