Peabody Energy Corp 8-K, filed Oct 26, 2020
Peabody Energy Corp (BTU)
About this 8-K
Peabody Energy Corp filed this 8-K on October 26, 2020, reporting on events of October 22, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 26, 2020, Peabody Energy Corporation (the “Company”) announced the appointment of Darren R. Yeates as the Company’s Executive Vice President and Chief Operating Officer, effective as of November 1, 2020. Mr. Yeates, age 59, has been a member of the Company’s Board of Directors (the “Board”) since February 2020 and will remain on the Board as a non-independent director. However, he will step down from his current positions as a member of Audit Committee and the Health, Safety, Security & Environmental Committee of the Board, and will not thereafter serve on any other committees of the Board.
Prior to this appointment, Mr. Yeates served as a director and principal of Yeates Advisory Services Pty Ltd, a consulting firm he co-founded in November 2016. Mr. Yeates has over 35 years of mining industry experience, recently serving as COO of MACH Energy Australia, a developer and supplier of thermal coal to both the Australian domestic and Asian export markets, from May 2018 to December 2019. He was previously CEO of GVK Hancock Coal from January 2014 to June 2016, and prior to that, spent over 22 years with Rio Tinto in multiple positions, including Acting Managing Director and Chief Operating Officer for Coal Australia. Mr. Yeates has served as a director of WorkPac Pty Ltd, a diversified employment recruiter, since January 2018, and as a director at Emeco Holdings Limited, an Australian mining services company, since April 2017. He also served as a director at Stanmore Coal Limited, an Australian coal company, from May 2019 until February 2020 and recently served as CEO of WorkPac Group.
Mr. Yeates has a Bachelor of Engineering (Mining) from University of Queensland, a Graduate Diploma in Management from the University of Central Queensland and a Graduate Diploma of Applied Finance and Investment from the Securities Institute of Australia. He has an Executive MBA from the Monash Mt Eliza Business School and is a Fellow of the Australian Institute of Company Directors.
Employment Agreement
In connection with Mr. Yeates’ appointment as Executive Vice President and Chief Operating Officer of the Company, Mr. Yeates entered into a contract of employment, dated October 22, 2020 (the “Employment Agreement”) with Peabody Energy Australia Coal Pty Ltd, a wholly-owned subsidiary of the Company. The material terms of the Employment Agreement are summarized below.
Mr. Yeates will receive: (i) an annual base salary of $700,000; (ii) a one-time cash signing bonus in the amount of $600,000 within 30 days of the commencement of his employment, which is subject to repayment in full in the event that Mr. Yeates voluntarily resigns or is terminated for cause within one year of commencing employment; (iii) a short-term incentive compensation (“STI”) opportunity with a target level of 100% of his base salary, pursuant to the Peabody Energy Corporation 2017 Incentive Plan (the “Plan”), prorated for fiscal year 2020; and (iv) a target long-term incentive compensation (“LTI”) opportunity valued at approximately 140% of his base salary, pursuant to the Plan. Mr. Yeates’ performance-based STI and LTI payouts will be based upon the achievement of the Company’s performance objectives as approved by the Compensation Committee of the Board. The Employment Agreement requires Mr. Yeates to relocate to the Company’s headquarters in St. Louis, Missouri at the earliest opportunity, but not later than April 12, 2022. While Mr. Yeates has not entered into the Company’s standard form of participation agreement for executive officers of the Company (a “Participation Agreement”) under the Peabody Energy Corporation 2019 Executive Severance Plan (the “Severance Plan”), Mr. Yeates will be required pursuant to the Employment Agreement to comply with the terms of the Severance Plan and Participation Agreement during his employment and may be entitled to the benefits set forth in the Severance Plan upon certain terminations of his employment, subject to Mr. Yeates’ satisfaction of the requirements set forth in the Employment Agreement, Severance Plan and Participation Agreement. Finally, as a condition of his employment with the Company, Mr. Yeates will serve on not more than one non-Company board, and any new directorships must be approved in advance by the Company’s President & CEO.
The foregoing description of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference.
There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Yeates and any of the Company’s directors, executive officers, or persons nominated or chosen to become a director or executive officer. There is no arrangement or understanding between Mr. Yeates and any other person pursuant to which he was appointed as the Company’s Executive Vice President and Chief Operating Officer. There are no transactions or proposed transactions in which Mr. Yeates has any direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
In connection with Mr. Yeates’ appointment, the Company issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01. The information set forth in and incorporated into this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Contract of Employment, dated October 22, 2020, between Peabody Energy Australia Coal Pty Ltd and Darren R. Yeates. | |
| 99.1 | Press Release of Peabody Energy Corporation dated October 26, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| PEABODY ENERGY CORPORATION | ||||||
| October 26, 2020 | By: | /s/ Scott T. Jarboe | ||||
| Name: | Scott T. Jarboe | |||||
| Title: | Chief Legal Officer | |||||
Exhibit 10.1
| Percentage |
Annual Amount |
|||||||||
| Base Annualised Salary |
$ | 700,000 | plus superannuation up to the maximum contribution base
| |||||||
| Potential Performance Bonus |
||||||||||
| Short Term Incentive Plan |
100% | $ | 700,000 | |||||||
| Long Term Incentive Plan |
140% | $ | 980,000 | |||||||
| Total Potential Remuneration |
$ | 2,380,000 | plus superannuation up to the maximum contribution base
| |||||||
| For an explanation of the above terms and payment conditions, see the rest of this Contract. | ||||||||||
The following documents apply to the offer of employment made by Peabody Energy Australia Coal Pty Ltd (the Company) to you:
(a) General Conditions document (General Conditions);
(b) Schedule 1 - Employment Offer Term Sheet (Employment Offer Term Sheet);
(c) Schedule 2 - Chief Operating Officer Job Description (Job Description)
(d) Schedule 3 - 2019 Executive Severance Plan (including without limitation the Participation Agreement in Exhibit A) (2019 Executive Severance Plan);
(collectively referred to as the Contract)
Any ambiguity or discrepancy between the documents set out above is to be resolved and interpreted according to the same order of precedence as the documents are listed, with the documents higher in the list having higher priority.
If you accept the Contract, while you are not formally a participant in the 2019 Executive Severance Plan (the Severance Plan) with Peabody Energy Corporation and have not formally entered into a Participation Agreement pursuant to the Severance Plan, you acknowledge that you are required to comply with the terms of the Severance Plan and Participation Agreement during your employment with the Company as set out in this Contract, and that you will be entitled to the benefits set forth in the Severance Plan upon certain terminations of your employment, subject to your satisfaction of the requirements set forth in the Severance Plan and Participation Agreement.
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Exhibit 99.1
News Release
FOR IMMEDIATE RELEASE
October 26, 2020
PEABODY NAMES DARREN YEATES AS CHIEF OPERATING OFFICER
ST. LOUIS, Oct. 26 – Peabody today announced Darren Yeates has been named Executive Vice President and Chief Operating Officer effective Nov. 1, 2020. Darren will have responsibility for all aspects of the company’s operations, including sales and marketing, technical services, health and safety and supply chain.
“We welcome Darren’s continued contributions and look forward to the expertise he will bring to this key leadership position,” said Peabody President and Chief Executive Officer Glenn Kellow.
Darren has been a member of Peabody’s board of directors since February 2020 and will remain on the board as a non-independent director. Darren has over 35 years of mining industry experience, recently serving as COO of MACH Energy Australia, a developer and supplier of thermal coal to both the Australian domestic and Asian export markets. He was previously CEO of GVK Hancock Coal, and prior to that, spent over 22 years with Rio Tinto in multiple positions, including Acting Managing Director and Chief Operating Officer for Coal Australia. Darren is a current director of Emeco Holdings Limited, an Australian mining services company, and a former director of Stanmore Coal Limited. In addition, Darren has recently served as CEO of WorkPac Group.
Darren has a Bachelor of Engineering (Mining) from University of Queensland, a Graduate Diploma in Management from the University of Central Queensland and a Graduate Diploma of Applied Finance and Investment from the Securities Institute of Australia. He has an Executive MBA from the Monash Mt Eliza Business School and is a Fellow of the Australian Institute of Company Directors.
Peabody (NYSE: BTU) is a leading coal producer, serving customers in more than 25 countries on six continents. We provide essential products to fuel baseload electricity for emerging and developed countries and create the steel needed to build foundational infrastructure. Our commitment to sustainability underpins our activities today and helps to shape our strategy for the future. For further information, visit PeabodyEnergy.com.
Contact:
Julie Gates
314.342.4336