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 13, 2012 (March 7, 2012)
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 incorporation) |
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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 Principal Officers; Election of Directors; Appointment of Principal Officers
On March 7, 2012, the Board of Directors of Arch Coal, Inc. (the Company) increased the size of the Board of Directors to fourteen and elected, effective immediately, George C. Morris III to fill the newly-created vacancy. Mr. Morris will serve as a Class II director, with his term expiring at the 2014 annual meeting of stockholders of the Company, and will serve on the boards audit committee and finance committee.
Since March 2009, Mr. Morris has served as President of Morris Energy Advisors, Inc. From December 2006 until his retirement in March 2009, Mr. Morris served as a managing director at Merrill Lynch & Co. Prior to 2006, Mr. Morris served as a managing director of investment banking at Petrie Parkman & Co. until its acquisition by Merrill Lynch & Co. in 2006, and also previously served as a managing director of investment banking at Simmons & Company International, as a director of investment banking at Merrill Lynch & Co. and as a director of investment banking at First Boston Corporation. Mr. Morris also serves on the board of directors of Calumet GP, LLC, the general partner of Calumet Specialty Products Partners, L.P.
In accordance with the Companys non-employee director compensation plan, Mr. Morris will receive a new director fee equal to $60,000, a grant of 2,500 restricted stock units and an annual retainer of $120,000. Pursuant to the Companys deferred compensation plan, 100% of the new director fee is required to be deferred into a hypothetical investment in the Companys common stock in order to align the interests of the Companys directors with the long-term interests of stockholders. In addition, the Companys 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. Morris will also be eligible to participate in the Companys 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, 2010 in the Companys proxy statement filed with the Securities and Exchange Commission on March 18, 2011. Mr. Morris entered into an indemnification agreement with the Company, effected as of March 7, 2012, substantially in the form attached as Exhibit 10.40 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
Item 7.01 Regulation FD Disclosure.
On March 12, 2012, 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 |
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Description |
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99.1 |
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Press release dated March 12, 2012. |
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 13, 2012 |
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 PresidentLaw, General Counsel and Secretary |
Exhibit 99.1
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NEWS FROM ARCH COAL FOR IMMEDIATE RELEASE |
George C. Morris III Elected to Arch Coals Board of Directors
ST. LOUIS (March 12, 2012) Arch Coal, Inc. (NYSE:ACI) today announced that George C. Morris III, 56, has been elected to its board of directors, effective immediately. Morris will serve on the boards audit and finance committees.
With his great financial acumen and his wealth of energy industry expertise, George will be a great addition to our board, said Steven F. Leer, Archs chairman and CEO. We look forward to his leadership and counsel during this period of rapid growth and change in world coal markets.
Morris is the president of Morris Energy Advisors, Inc. and serves as a director of Calumet GP, the general partner of Calumet Specialty Products Partners, L.P. (CLMT). He most recently served as a managing director at Merrill Lynch & Co. until his retirement in March 2009. Morris served as a managing director of investment banking at Petrie Parkman & Co. until its acquisition by Merrill Lynch in December 2006, and previously served as a managing director of investment banking at Simmons & Company International, as a director of investment banking at Merrill Lynch and as a director of investment banking at The First Boston Corporation.
Morris holds B.B.A. and M.B.A. degrees from the University of Texas and a J.D. from Southern Methodist University.
U.S.-based Arch Coal, Inc. (NYSE:ACI) is a top five global coal producer and marketer, with 155 million tons of coal sold in 2011. Arch is the most diversified American coal company, with more than 20 active mining complexes across every major U.S. coal supply basin. Its core business is supplying cleaner-burning, low-sulfur thermal and metallurgical coal to power generators and steel manufacturers on five continents. In 2011, Arch continued to lead the U.S. coal industry in safety performance and environmental compliance among large, diversified producers.
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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.