-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CXjZE/HwjKMxKiPrFZ2YIbWA8iGEQ8EslxsCQyvMMN5QYF3JtJhPpx4BDT8Bl04x rgvi0lMShOlF/eKdkuLaEg== 0000950123-10-067242.txt : 20100722 0000950123-10-067242.hdr.sgml : 20100722 20100722153629 ACCESSION NUMBER: 0000950123-10-067242 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100721 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100722 DATE AS OF CHANGE: 20100722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARCH COAL INC CENTRAL INDEX KEY: 0001037676 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 430921172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13105 FILM NUMBER: 10964760 BUSINESS ADDRESS: STREET 1: CITY PLACE ONE STE 300 STREET 2: ARCH MINERAL CORP CITY: ST LOUIS STATE: MO ZIP: 63141 BUSINESS PHONE: 3149942700 MAIL ADDRESS: STREET 1: CITYPLACE ONE SUITE 300 STREET 2: ARCH MINERAL CORP CITY: CREVE COEUR STATE: MO ZIP: 63141 FORMER COMPANY: FORMER CONFORMED NAME: ARCH MINERAL CORP DATE OF NAME CHANGE: 19970411 8-K 1 c59212e8vk.htm FORM 8-K e8vk
 
 
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): July 22, 2010 (July 21, 2010)
Arch Coal, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other
jurisdiction of
incorporation)
  1-13105
(Commission File Number)
  43-0921172
(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)
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))
 
 

 


 

Item 5.02   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
     On July 21, 2010, the Board of Directors of Arch Coal, Inc. (the “Company”) increased the size of the Board of Directors to fourteen and elected, effective immediately, J. Thomas Jones and Peter I. Wold to fill the newly-created vacancies. Mr. Jones will serve as a Class II director, with his term expiring at the 2011 annual meeting of stockholders of the Company, and will serve on the Company’s Audit Committee and the Energy and Environmental Policy Committee. Mr. Wold will serve as a Class III director, with his term expiring at the 2012 annual meeting of stockholders of the Company, and will serve on the Company’s Finance Committee and the Energy and Environmental Policy Committee.
     In accordance with the Company’s non-employee director compensation plan, Mr. Jones and Mr. Wold will each receive a new director fee equal to $60,000, as well as an annual retainer of $120,000. Pursuant to the Company’s deferred compensation plan, 100% of the new director fee and 50% of the annual retainer is required to be deferred into a hypothetical investment in the Company’s common stock in order to more closely align the interests of the Company’s directors with the long-term interests of stockholders. In addition, the Company’s directors receive additional annual committee retainer fees equal to $15,000 for serving on the Audit Committee and $10,000 for serving on any other committee of the Company.
     Mr. Jones and Mr. Wold will also be eligible to participate in the Company’s deferred compensation plan and other compensation arrangements for non-employee directors, and are subject to the stock ownership guidelines for non-employee directors, described under the heading “Director Compensation for the Year Ended December 31, 2009” in the Company’s proxy statement filed with the Securities and Exchange Commission on March 22, 2010. Mr. Jones and Mr. Wold each entered into an indemnification agreement with the Company, effected as of July 21, 2010, substantially in the form attached as Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
Item 7.01   Regulation FD Disclosure.
     On July 21, 2010, the Company issued a press release announcing the elections 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 exhibit is attached hereto and furnished herewith.
         
Exhibit    
No.   Description
  99.1    
Press release dated July 21, 2010.

1


 

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: July 22, 2010  Arch Coal, Inc.
 
 
  By:   /s/ Robert G. Jones    
    Robert G. Jones   
    Senior Vice President--Law, General Counsel and Secretary   
 

2


 

Exhibit Index
         
Exhibit    
No.   Description
  99.1    
Press release dated July 21, 2010.

3

EX-99.1 2 c59212exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
News from
Arch Coal, Inc.
  (LOGO)
 
FOR IMMEDIATE RELEASE
Arch Coal Elects Two New Board Members
     ST. LOUIS (July 21, 2010) — Arch Coal, Inc. (NYSE:ACI) today announced that J. Thomas Jones, CEO of West Virginia United Health System, and Peter I. Wold, president of Wold Oil Properties, have been elected to the company’s board of directors. With today’s additions, Arch Coal now has a 14-person board.
     “Electing two solution-oriented business leaders to our board will help us maintain the highest level of accountability and integrity,” said Chairman and CEO Steven F. Leer. “We’re pleased to add the perspectives of Tom and Peter, which include regional expertise in two of Arch’s key operating states — West Virginia and Wyoming.”
     Jones currently serves as CEO of West Virginia United Health System, which ranks as the state’s largest healthcare network and second largest private employer in West Virginia, with a workforce of 7,500. He also currently serves as secretary of the West Virginia State Chamber’s board of directors. Previously, he served as the CEO of Genesis Hospital System as well as executive director and CEO of St. Mary’s Hospital. He also has served as chairman of the Chamber of Commerce in Huntington and is chair-elect in Morgantown, as well as past chairman of the West Virginia Business Roundtable.
     Jones is a graduate of West Virginia University and holds a master’s degree in healthcare administration from the University of Minnesota. Jones also serves on the boards of Premier, Inc., Health Partners Network, American Hospital Association and Discover the Real West Virginia Foundation.
     Wold formed Wold Oil Properties, Inc. in 1994 and serves as the company president. He concurrently serves as secretary and treasurer of American Talc. He also serves as chairman of the Wyoming Enhanced Oil Recovery Commission. He previously served as a member of the Wyoming House of Representatives as well as a representative on the Bureau of Land Management’s National Public Lands Advisory Council.
     Wold is a graduate of Colorado State University. Wold also serves on the New York Board of Oppenheimer Funds, Inc.
     St. Louis-based Arch Coal is the second largest U.S. coal producer. Through its national network of mines, Arch supplies cleaner-burning, low-sulfur coal to fuel roughly 8 percent of the nation’s electricity. The company also ships coal to domestic and international steel manufacturers as well as international power producers. A complete list of Arch’s board members is posted online at http://investor.archcoal.com/phoenix.zhtml?c=107109&p=irol-govBoard.

 


 

# # #
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.
FOR FURTHER INFORMATION:
Media — Kim Link 314-994-2936

 

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