-----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, RtG90JCvjpZ8WtVtpv9ivyK1wSWuZCeet3DHmmRRMKs4Er+uswMBcGMl4EM4zE/L uAzec8k2CxrqR7kNL8VM3Q== 0000950123-11-020765.txt : 20110301 0000950123-11-020765.hdr.sgml : 20110301 20110301170352 ACCESSION NUMBER: 0000950123-11-020765 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110223 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: 20110301 DATE AS OF CHANGE: 20110301 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: 11652749 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 c63316e8vk.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): March 1, 2011 (February 23, 2011)
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 February 23, 2011, the Board of Directors of Arch Coal, Inc. (the “Company”) increased the size of the Board of Directors to fourteen and elected, effective immediately, Governor David D. Freudenthal, 60, to fill the newly-created vacancy. Governor Freudenthal 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 board’s audit committee and its energy and environmental policy committee.
     Governor Freudenthal has nearly 25 years of public service experience, most recently serving two terms as the governor of Wyoming. Formerly, he served as the U.S. Attorney for Wyoming for more than six years. During his tenure in private practice, Governor Freudenthal specialized in providing strategic legal counsel in the areas of natural resources, environmental and business law. He started his career as an economist in Wyoming’s Department of Economic Planning and Development.
     In accordance with the Company’s non-employee director compensation plan, Governor Freudenthal will 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 board committee.
     Governor Freudenthal will also be eligible to participate in the Company’s deferred compensation plan and other compensation arrangements for non-employee directors, and is 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. Governor Freudenthal has entered into an indemnification agreement with the Company, effected as of February 23, 2011, substantially in the form attached as Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
Item 7.01 Regulation FD Disclosure.
     On February 23, 2011, the Company issued a press release announcing the election 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 February 23, 2011.

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: March 1, 2011  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 February 23, 2011.

 

EX-99.1 2 c63316exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1

News from
Arch Coal, Inc.
  (ACI LOGO)
 
FOR FURTHER INFORMATION:
Media — Kim Link314/994-2936
FOR IMMEDIATE RELEASE
Arch Coal Elects Former Wyoming Governor
Dave Freudenthal to Board of Directors
     ST. LOUIS (February 23, 2011)— Arch Coal, Inc. (NYSE: ACI) today announced former Wyoming Governor David D. Freudenthal, 60,has been elected to its board of directors effective immediately. Freudenthal will serve on the board’s audit and energy and environmental policy committees.
     “We are extremely pleased that Gov. Freudenthal has agreed to join our board of directors,” said Steven F. Leer, Arch’s chairman and CEO. “In addition to his obvious leadership skills and public policy expertise, the Governor has great business acumen and a deep understanding of our industry. He will be an excellent addition to our board, and I look forward to his advice and counsel in the years ahead.”
     Governor Freudenthal has nearly 25 years of public service experience, most recently serving two terms as the governor of Wyoming. Formerly, he served as the U.S. Attorney for Wyoming for more than six years. During his tenure in private practice, Governor Freudenthal specialized in providing strategic legal counsel in the areas of natural resources, environmental and business law. He started his career as an economist in Wyoming’s Department of Economic Planning and Development.
     Governor Freudenthal received a bachelor’s degree in economics from Amherst College and a juris doctor degree from the College of Law at the University of Wyoming.
     Governor Freudenthal currently serves as a guest lecturer at the University of Wyoming. He previously served as chairman of the Greater Cheyenne Chamber of Commerce and as a director of the Wyoming Community Foundation Board. He also is the founding director of the Wyoming Student Loan Corporation.
     U.S.-based Arch Coal is one of the world’s largest and most efficient coal producers, with more than 160 million tons of coal sales in 2010. Arch’s national network of mines supplies cleaner-burning, low-sulfur coal to customers on four continents, including U.S and international power producers and steel manufacturers. A full list of the Arch Coal board of directors and their committee assignments is available in the corporate governance area of http://investor.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.

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