8-K
Peabody Energy Corp (BTU)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 16, 2023
PEABODY ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-16463 | 13-4004153 | ||||
|---|---|---|---|---|---|---|
| (State or other jurisdiction of<br>incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||
| 701 Market Street, | St. Louis, | Missouri | 63101-1826 | |||
| (Address of principal executive offices) | (Zip Code) | |||||
| Registrant's telephone number, including area code: | (314) | 342-3400 | ||||
| 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: | ||||||
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | BTU | New York Stock Exchange |
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).
Emerging growth company ☐
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.
On October 16, 2023, Peabody Energy Corporation (the “Company”) issued a press release announcing the appointment of Dr. M. Katherine Banks to serve as a director of the Company, with a term expiring at the Company’s 2024 Annual Meeting of Stockholders. Dr. Banks will serve as a member of the Board’s Audit and Health, Safety Security and Environmental Committees.
There are no arrangements or understandings between Dr. Banks and any other persons pursuant to which Dr. Banks was named a director of the Company. Dr. Banks does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Dr. Banks does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
Dr. Banks will participate in the Company’s non-employee director compensation program, which is described on pages 26 through 27 of the Company’s proxy statement for its 2023 Annual Meeting of Stockholders, filed with the SEC on March 24, 2023. In connection with her appointment to the Board, Dr. Banks received a prorated grant of deferred stock units (“DSUs”), awarded on October 16, 2023. The number of DSUs granted to Dr. Banks was determined by dividing $58,333 by the closing price per share for the Company’s common stock on October 16, 2023 (rounding down to the nearest whole DSU). The DSUs granted to Dr. Banks generally vest monthly over a seven-month period beginning on November 5, 2023. However, the underlying shares generally are not distributed until the earlier of (1) three years after the grant date and (2) Dr. Banks’s separation from service, subject to any deferral election under the terms of the deferred stock unit agreement. A copy of the form of deferred stock unit agreement has previously been filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. In addition, the Company will enter into its standard director indemnification agreement with Dr. Banks.
A copy of the Company’s press release regarding the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release, datedOctober 16, 2023. |
| 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 16, 2023 | By: /s/ Scott T. Jarboe |
| Name: Scott T. Jarboe | |
| Title: Chief Administrative Officer and Corporate Secretary |
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Document
Exhibit 99.1
News Release
FOR IMMEDIATE RELEASE
October 16, 2023
Peabody Elects Dr. M. Katherine Banks to Board of Directors
ST. LOUIS, October 16, 2023 – Peabody today announced that Dr. M. Katherine Banks has been appointed as a member of the company’s Board of Directors. Dr. Banks is the former president of Texas A & M University. With this addition, Peabody’s Board has ten members.
“We welcome Dr. Banks to the Board of Directors. Her impressive background in engineering and long record of academic leadership will bring a unique perspective that will strengthen Peabody’s diverse board,” Peabody Chairman of the Board Bob Malone said.
Dr. Banks has over 40 years of experience in engineering, technology, and academia. Prior to serving as President of Texas A&M University and Vice Chancellor of National Laboratories for the Texas A&M University System she held numerous leadership positions in engineering schools. Dr. Banks is an Elected Fellow of the American Society of Civil Engineers and was elected to the National Academy of Engineering in 2014. Dr. Banks also currently serves as an independent director of Halliburton Company.
Dr. Banks holds a bachelor’s degree in engineering from the University of Florida, a master’s degree in engineering from the University of North Carolina, and a doctoral degree in civil and environmental engineering from Duke University.
Dr. Banks will serve on both the Board's Health, Safety, Security and Environmental Committee and Audit Committee.
Peabody (NYSE: BTU) is a leading coal producer, providing essential products for the production of affordable, reliable energy and steel. Our commitment to sustainability underpins everything we do and shapes our strategy for the future. For further information, visit PeabodyEnergy.com.
CONTACT: Mary Compton
314-342-3489
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