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) March 2, 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 |
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
| incorporation or organization) |
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| 701 Market Street, St. Louis, Missouri
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63101-1826 |
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(Zip Code) |
Registrant’s telephone number, including area code ccodecode (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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement.
On March 2, 2009, Peabody Energy Corporation (the “Company”) entered into an indemnification
agreement (the “Agreement”) with M. Frances Keeth, who was appointed to the Company’s Board of
Directors (the “Board”) on March 2, 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 Mrs. Keeth against any action, suit or proceeding by reason of the fact that she 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 she acted in good faith and in a manner she 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 her 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 March 2, 2009, the Board, upon recommendation of the Board’s Nominating and Corporate
Governance Committee, appointed M. Frances Keeth to fill a vacancy on the Board. Mrs. Keeth will
stand for re-election to the Board at the Company’s 2009 Annual Meeting of Shareholders. The Board
has not yet determined the committee(s) of the Board to which Mrs. Keeth will be named.
There is no arrangement or understanding between Mrs. Keeth and any other persons pursuant to
which she 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 Mrs. Keeth
had or will have a direct or indirect material interest within the meaning of Item 404(a) of
Regulation S-K.
Mrs. Keeth will receive compensation as a non-employee director in accordance with the
Company’s non-employee director compensation practices. 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 Chairpersons of the
Compensation and Nominating & Corporate Governance Committees each receive 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
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