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)
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Delaware
(State or other jurisdiction of incorporation)
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1-13105
(Commission File Number)
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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.
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The following exhibit is attached hereto and furnished herewith. |
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| Exhibit |
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Description |
99.1
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Press release dated February 23, 2011. |
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