Peabody Energy Corp 8-K, filed Jan 8, 2020
Peabody Energy Corp (BTU)
About this 8-K
Peabody Energy Corp filed this 8-K on January 8, 2020, reporting on events of January 2, 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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of Chief Financial Officer
On January 2, 2020, Amy B. Schwetz, Executive Vice President and Chief Financial Officer of Peabody Energy Corporation. (“Peabody” or the “Company”), notified the Company that she will be leaving the Company to pursue another opportunity. Ms. Schwetz and the Company agreed that Ms. Schwetz will continue with the Company into the first quarter of 2020 in order to promote a smooth transition of leadership. Ms. Schwetz’s departure is not the result of any disagreement with the Company on any matter relating to the Company’s financial reporting, internal controls, accounting or auditing, or its policies or practices.
Appointment of Interim Chief Financial Officer
Effective January 6, 2020, the Board appointed Mark Spurbeck, age 46, the Company’s Senior Vice President and Chief Accounting Officer, to serve in an interim role as the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, while a search for a permanent Chief Financial Officer is conducted.
Mr. Spurbeck has more than 20 years of accounting and financial experience, most recently serving as the Company’s Senior Vice President and Chief Accounting Officer since March 2018. In this role, he has overseen Peabody’s finance, treasury, tax, internal audit, financial reporting and corporate accounting functions. Prior to joining Peabody, Mr. Spurbeck served as Vice President of Finance and Chief Accounting Officer at Coeur Mining, Inc., a diversified precious metals producer, from March 2013 to January 2018. He also previously held multiple financial positions at Newmont Mining Corporation, a leading gold and copper producer, including Group Executive, Assistant Controller. Mr. Spurbeck also previously served in several financial positions at First Data Corporation, a financial services company, and Deloitte LLP, an international accounting, tax and advisory firm. Mr. Spurbeck is a Certified Public Accountant and holds a bachelor’s degree in Accounting from Hillsdale College.
In accordance with Instruction 2 of Item 5.02 of Form 8-K, the Company will amend this Current Report on Form 8-K to provide details of Mr. Spurbeck’s compensation relating to his new role as required.
There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Spurbeck and any of the Company’s executive officers or directors or persons nominated or chosen to become a director or executive officer. There is no arrangement or understanding between Mr. Spurbeck and any other person pursuant to which Mr. Spurbeck was appointed. There are no transactions in which Mr. Spurbeck has an interest requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
In connection with this executive leadership transition, 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.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |||
| 99.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| January 8, 2020 |
PEABODY ENERGY CORPORATION | |||||
| By: |
/s/ A. Verona Dorch | |||||
| Name: |
A. Verona Dorch | |||||
| Title: |
Chief Legal Officer | |||||
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Exhibit 99.1
News Release
FOR IMMEDIATE RELEASE
January 8, 2020
PEABODY NAMES MARK SPURBECK AS INTERIM CHIEF FINANCIAL OFFICER
ST. LOUIS, Jan. 8 – Peabody (NYSE: BTU) announced today that the company has named Mark Spurbeck as Interim Chief Financial Officer replacing Amy Schwetz, who will be taking the Chief Financial Officer position at a leading NYSE-listed industrial company. Schwetz will continue with Peabody in coming weeks to ensure a smooth transition.
“Mark is an accomplished financial leader at Peabody and other major companies, and we welcome him to fill this key interim position,” said Peabody President and Chief Executive Officer Glenn Kellow. “Amy played a critical role in the company’s financial leadership over a five-year period as CFO, and we wish her the best in the future. We have commenced a comprehensive selection process to find the best possible candidate to lead our financial organization.”
“While I look forward to this new challenge, I will always value my experience and contributions to the company,” said Schwetz. “In coming weeks, I will continue to work with the Peabody team to ensure an orderly and effective transition period. I’m thankful for the many opportunities and look forward to following Peabody as it executes its strategies over time.”
Spurbeck has more than 20 years of accounting and financial experience, most recently serving as Chief Accounting Officer, overseeing Peabody’s finance, treasury, tax, internal audit, financial reporting and corporate accounting functions. Prior to joining Peabody in early 2018, Mark was Vice President of Finance and Chief Accounting Officer at Coeur Mining, Inc. He also previously held multiple positions at Newmont Mining Corporation over an eight-year period, including Group Executive, Assistant Controller. Mark served in several financial positions at First Data Corporation and Deloitte LLP. He holds a Bachelor of Arts degree in Accounting from Hillsdale College in Michigan and is a Certified Public Accountant.
Peabody (NYSE: BTU) is the leading global pure-play coal company and a member of the Fortune 500, serving power and steel customers in more than 25 countries on six continents. The company offers significant scale, high-quality assets, and diversity in geography and products. Peabody is guided by seven core values: safety, customer focus, leadership, people, excellence, integrity and sustainability.
Contact:
Investors:
Julie Gates
314.342.4336
Media:
Michelle Constantine
314-342-4347
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the securities laws. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “projects,” “forecasts,” “targets,” “would,” “will,” “should,” “goal,” “could” or “may” or other similar expressions. Forward-looking statements provide management’s current expectations or predictions of future conditions, events or results. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. They may include estimates of revenues, income, earnings per share, cost savings, capital expenditures, dividends, share repurchases, liquidity, capital structure, market share, industry volume, or other financial items, descriptions of management’s plans or objectives for future operations, or descriptions of assumptions underlying any of the above. All forward-looking statements speak only as of the date they are made and reflect the company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance or events. Furthermore, the company disclaims any obligation to publicly update or revise any forward-looking statement, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive and regulatory factors, many of which are beyond the company’s control, that are described in our Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2018 and most recent quarterly report on Form 10-Q, as well as additional factors we may describe from time to time in other filings with the SEC. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.