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): June 18, 2012 (June 12, 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 |
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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 June 12, 2012, the Board of Directors of Arch Coal, Inc. (the Company) elected, effective immediately, Paul T. Hanrahan as a director of the Company. Mr. Hanrahan will serve as a Class I director, with his term expiring at the 2013 annual meeting of stockholders of the Company, and will serve on the boards audit committee and nominating and corporate governance committee.
Mr. Hanrahan served as the President and Chief Executive Officer of The AES Corporation, one of the worlds leading independent power producers, from June 2002 to September 2011. He was Executive Vice President and Chief Operating Officer of The AES Corporation from 2000 to 2002 and President and Chief Executive Officer of AES China Generating Co., Ltd. from 1993 until 1998. Mr. Hanrahan served as a director of The AES Corporation from June 2002 to September 2011. Mr. Hanrahan serves as a director of Ingredion, Inc., a manufacturer of sweeteners and other food ingredients; AquaVentures Holdings, LLC, an owner and operator of desalination systems; and GreatPoint Energy, Inc., a producer of clean, low-cost natural gas from coal, petroleum coke and biomass. He holds a Bachelor of Science degree in mechanical engineering from the U.S. Naval Academy and a Master of Business Administration degree from Harvard Business School.
In accordance with the Companys non-employee director compensation plan, Mr. Hanrahan will receive a new director fee equal to $60,000, a grant of 1,460 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. Hanrahan will also be eligible to participate in the Companys 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 in the Companys proxy statement filed with the Securities and Exchange Commission on March 16, 2012. Mr. Hanrahan entered into an indemnification agreement with the Company, effective as of June 12, 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 June 18, 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 |
99.1 |
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Press release dated June 18, 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: June 18, 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 Media: Kim Link 314/994.2936 |
Former AES CEO Paul Hanrahan Elected to Arch Coals Board of Directors
ST. LOUIS (June 18, 2012) Arch Coal, Inc. (NYSE:ACI) today announced that Paul T. Hanrahan, 54, has been elected to its board of directors, effective June 12. Hanrahan will serve on the boards audit and nominating and corporate governance committees.
We are very pleased to welcome Paul to our board, said John W. Eaves, Archs president and CEO. Paul is a highly respected leader in the global power sector, and brings tremendous business acumen and a great depth of knowledge about world and domestic energy markets. He will be an invaluable asset as we chart Archs future course.
Hanrahan served as chairman, president and chief executive officer of The AES Corporation (NYSE:AES), a global power company headquartered in Arlington, Va., from 2002 to 2011, and as executive vice president and chief operating officer from 2000 to 2002. He also served as president and chief executive officer of AES China Generating Co. for more than five years. Early in his career, Hanrahan served in the U.S. Navy as a line officer on the USS Parche nuclear submarine.
Hanrahan holds a master of business administration degree from Harvard Business School and a bachelor of science degree in mechanical engineering from the United States Naval Academy. He also currently serves on the boards of Ingredion, AquaVentures Holdings and GreatPoint Energy.
For a full list of directors, committee assignments and other corporate governance documents, visit Archs website at http://investor.archcoal.com.
U.S.-based Arch Coal, Inc. is a top five global coal producer and marketer, with 157 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.