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OMB APPROVAL |
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OMB Number:
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3235-0059 |
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Expires:
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February 28, 2006 |
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12.75 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant x |
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Filed by a Party other than the Registrant o |
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Check the appropriate box: |
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x Preliminary Proxy Statement |
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o
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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o Definitive Proxy Statement |
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o Definitive Additional Materials |
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o
Soliciting Material Pursuant to §240.14a-12 |
PEABODY ENERGY CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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x No fee required. |
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o
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
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o Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
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SEC 1913 (02-02) |
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid
OMB control number. |
March 27,
2008
Dear Shareholder:
You are cordially invited to attend the 2008 Annual Meeting of
Shareholders of Peabody Energy Corporation (the
Company), which will be held on Thursday,
May 8, 2008, at 10:00 A.M., Central Time, at the
Ritz-Carlton Hotel, 100 Carondelet Plaza, Clayton, Missouri
63105.
During this meeting, shareholders will vote on the following
items:
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1.
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Election of one Class I Director for a three-year term;
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2.
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Ratification of the appointment of Ernst & Young LLP
as the Companys independent registered public accounting
firm for the fiscal year ending December 31, 2008;
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3.
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A proposal to declassify the Companys Board of Directors;
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4.
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The Companys 2008 Management Annual Incentive Compensation
Plan.
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5.
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Consideration of such other matters as may properly come before
the meeting.
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The accompanying Notice of Annual Meeting of Shareholders and
Proxy Statement contain complete details on these items and
other matters. We also will be reporting on the Companys
operations and responding to shareholder questions. If you have
questions that you would like to raise at the meeting, we
encourage you to submit written questions in advance (by mail or
e-mail) to
the Corporate Secretary. This will help us respond to your
questions during the meeting. If you would like to
e-mail your
questions, please send them to
stockholder.questions@peabodyenergy.com.
Your understanding of and participation in the Annual Meeting is
important, regardless of the number of shares you hold. To
ensure your representation, we encourage you to vote over the
telephone or Internet or to complete and return a proxy card as
soon as possible. If you attend the Annual Meeting, you may then
revoke your proxy and vote in person if you so desire.
Thank you for your continued support of Peabody Energy. We look
forward to seeing you on May 8.
Very truly yours,
Gregory H. Boyce
Chairman and Chief Executive Officer
PEABODY
ENERGY CORPORATION
701 Market Street
St. Louis, Missouri
63101-1826
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
Peabody Energy Corporation (the Company) will hold
its Annual Meeting of Shareholders at the Ritz-Carlton Hotel,
100 Carondelet Plaza, Clayton, Missouri, 63105 on Thursday,
May 8, 2008, at 10:00 A.M., Central Time, to:
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Elect one Class I Director for a three-year term;
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Ratify the appointment of Ernst & Young LLP as the
Companys independent registered public accounting firm for
the fiscal year ending December 31, 2008;
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Approve a proposal to declassify the Companys Board of
Directors;
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Approve the Companys 2008 Management Annual Incentive
Compensation Plan; and
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Consider any other business that may properly come before the
Annual Meeting.
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The Board of Directors has fixed March 14, 2008 as the
record date for determining shareholders who will be entitled to
receive notice of and vote at the Annual Meeting or any
adjournment. Each share of Common Stock is entitled to one vote.
As of the record date, there
were shares
of Common Stock outstanding.
If you own shares of the Companys Common Stock as of
March 14, 2008, you can vote those shares via the Internet,
by telephone or by attending the Annual Meeting and voting in
person. If you received your proxy materials by mail, you may
also vote your shares by completing and mailing your
proxy/voting instruction card.
An admittance card or other proof of ownership is required to
attend the Annual Meeting. If you are a shareholder of record,
please retain the admission card printed on your notice of
internet availability of proxy materials or your proxy card for
this purpose. Also, please indicate your intention to attend the
Annual Meeting by checking the appropriate box on the proxy
card, or, if voting by the Internet or by telephone, when
prompted. If your shares are held by a bank or broker, you will
need to ask them for an admission card in the form of a
confirmation of beneficial ownership. If you do not receive a
confirmation of beneficial ownership or other admittance card
from your bank or broker, you must bring proof of share
ownership (such as a copy of your brokerage statement) to the
Annual Meeting.
Your vote is important. Whether or not you plan to attend the
Annual Meeting, please cast your vote by telephone or the
Internet, or complete, date and sign a proxy card and return it
in the envelope provided. If you attend the meeting, you may
withdraw your proxy and vote in person, if you so choose.
Jeffery L. Klinger
Vice President, General Counsel
and Corporate Secretary
March 27, 2008
TABLE OF
CONTENTS
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Q: |
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Why did I receive a notice in the mail regarding the Internet
availability of proxy materials this year instead of a full set
of proxy materials? |
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In accordance with rules and regulations recently adopted by the
Securities and Exchange Commission (the SEC),
instead of mailing a printed copy of our proxy materials to each
shareholder of record, we may now furnish proxy materials,
including this Proxy Statement and the Peabody Energy
Corporation (Peabody or the Company)
2007 Annual Report to Shareholders, by providing access to such
documents on the Internet. We believe this will allow us to
provide our shareholders with the information they need, while
lowering the costs of delivery and reducing the environmental
impact of our Annual Meeting. |
Most shareholders will not receive printed copies of the proxy
materials unless they request them. Instead, a notice (the
Notice) was mailed that will tell you how to access
and review all of the proxy materials on the Internet. The
Notice also tells you how to submit your proxy on the Internet
or by telephone. If you would like to receive a paper or email
copy of our proxy materials, you should follow the instructions
for requesting such materials in the Notice.
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Why am I receiving these materials? |
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We are providing these proxy materials to you on the Internet or
delivering printed versions of these materials to you by mail in
connection with our Annual Meeting of Shareholders, which will
take place on May 8, 2008. These materials were first made
available on the Internet or mailed to shareholders on or about
March 27, 2008. You are invited to attend the Annual
Meeting and requested to vote on the proposals described in this
Proxy Statement. |
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What is included in these materials? |
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These materials include: |
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Our Proxy Statement for the Annual Meeting; and
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Our 2007 Annual Report to Shareholders, which
includes our audited consolidated financial statements.
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If you requested printed versions of these materials by mail,
these materials also include the proxy card for the Annual
Meeting. |
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What am I being asked to vote on? |
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You are being asked to vote on the following items: |
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Election of Sandra Van Trease as a Class I
Director of the Company for a term of three years;
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Ratification of the appointment of Ernst &
Young LLP as our independent registered public accounting firm
for the fiscal year ending December 31, 2008;
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Approval of a proposal to declassify our Board of
Directors;
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Approval of our 2008 Management Annual Incentive
Compensation Plan; and
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Any other matter properly introduced at the meeting.
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What are the voting recommendations of the Board of
Directors? |
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The Board recommends the following votes: |
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FOR the election of Sandra Van Trease as a
Class I Director (Item 1);
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FOR ratification of the appointment of
Ernst & Young LLP as our independent registered public
accounting firm for the fiscal year ending December 31,
2008 (Item 2);
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FOR approval of the proposal to declassify our Board
of Directors (Item 3); and
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FOR approval of our 2008 Management Annual Incentive
Compensation Plan (Item 4).
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Will any other matters be voted on? |
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We are not aware of any other matters that will be brought
before the shareholders for a vote at the Annual Meeting. If any
other matter is properly brought before the meeting, your proxy
will authorize each of Blanche M. Touhill, Alexander C. Schoch
and Jeffery L. Klinger to vote on such matters in their
discretion. |
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How do I vote? |
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If you are a shareholder of record or hold stock through the
Peabody Investments Corp. Employee Retirement Account (or any of
the other 401(k) plans sponsored by our subsidiaries), you may
vote using any of the following methods: |
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Via the Internet, by visiting the website
www.proxyvote.com and following the instructions for
Internet voting on your Notice or proxy card;
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From the United States, Canada or Puerto Rico, by
dialing and
following the instructions for telephone voting on your Notice
or proxy card;
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If you received your proxy materials by mail, by
completing and mailing your proxy/voting instruction
card; or
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By casting your vote in person at the Annual Meeting.
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If you vote over the Internet, you may incur costs such as
telephone and Internet access charges for which you will be
responsible. The telephone and Internet voting facilities for
the shareholders of record of all shares, other than those held
in the Peabody Investments Corp. Employee Retirement Account (or
other 401(k) plans sponsored by our subsidiaries), will close at
10:59 P.M. Central Time on May , 2008. The
Internet and telephone voting procedures are designed to
authenticate shareholders by use of a control number and to
allow you to confirm your instructions have been properly
recorded. |
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If you participate in the Company Stock Fund under the Peabody
Investments Corp. Employee Retirement Account (or other 401(k)
plans sponsored by our subsidiaries), and had shares of the
Companys common stock credited in your account on the
record date of March 14, 2008, you will receive a single
Notice or proxy/voting instruction card with respect to all
shares registered in your name, whether inside or outside of the
plan. If your accounts inside and outside of the plan are not
registered in the same name, you will receive a separate Notice
or proxy/voting instruction card with respect to the shares
credited in your plan account. Voting instructions regarding
plan shares must be received by 4:00 P.M. Central Time on
May , 2008, and all telephone and Internet
voting facilities with respect to plan shares will close at that
time. |
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Shares of common stock in the Peabody Investments Corp. Employee
Retirement Account (or other 401(k) plans sponsored by our
subsidiaries) will be voted by Vanguard Fiduciary Trust Company
(Vanguard), as trustee of the plan. Plan
participants should indicate their voting instructions to |
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Vanguard for each action to be taken under proxy by Internet or
telephone or by completing and returning a proxy/voting
instruction card. All voting instructions from plan participants
will be kept confidential. If a plan participant fails to sign
or to timely return the proxy/voting instruction card or
otherwise timely indicate his or her instructions by telephone
or over the Internet, the shares allocated to such participant,
together with unallocated shares, will be voted in the same
proportion as plan shares for which the trustee receives voting
instructions. |
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If you vote by Internet or telephone or return your signed proxy
card, your shares will be voted as you indicate. If you do not
indicate how your shares are to be voted on a matter, your
shares will be voted For the election of Sandra Van
Trease as a Class I Director, For ratification
of the appointment of Ernst & Young LLP,
For approval of the proposal to declassify our Board
of Directors and For approval of our 2008 Management
Annual Incentive Compensation Plan. |
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If your shares are held in a brokerage account in your
brokers name (also known as street name), you
should follow the instructions for voting provided by your
broker or nominee. You may submit voting instructions by
Internet or telephone or, if you received your proxy materials
by mail, you may complete and mail a voting instruction card to
your broker or nominee. If you provide specific voting
instructions by telephone, Internet or mail, your broker or
nominee will vote your shares as you have directed. Please note
that shares in the Peabody Energy Corporation Employee Stock
Purchase Plan are held in street name by A. G.
Edwards & Sons, Inc., the plan administrator. |
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Ballots will be provided during the Annual Meeting to anyone who
wants to vote in person at the meeting. If you hold shares in
street name, you must request a confirmation of beneficial
ownership from your broker to vote in person at the meeting. |
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Can I change my vote? |
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Yes. If you are a shareholder of record, you can change your
vote or revoke your proxy before the Annual Meeting by: |
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Submitting a valid, later-dated proxy;
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Submitting a valid, subsequent vote by telephone or
the Internet at any time prior to 10:59 P.M. Central Time
on May , 2008;
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Notifying the Companys Corporate Secretary in
writing that you have revoked your proxy; or
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Completing a written ballot at the Annual Meeting.
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You can revoke your voting instructions with respect to shares
held in the Peabody Investments Corp. Employee Retirement
Account (or other 401(k) plans sponsored by our subsidiaries) at
any time prior to 4:00 P.M. Central Time on
May , 2008 by timely delivery of an Internet or
telephone vote, or a properly executed, later-dated voting
instruction card, or by delivering a written revocation of your
voting instructions to Vanguard. |
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Is my vote confidential? |
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Yes. All proxies, ballots and vote tabulations that identify how
individual shareholders voted will be kept confidential and not
be disclosed to our directors, officers or employees, except in
limited circumstances, including: |
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When disclosure is required by law;
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During any contested solicitation of proxies; or
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When written comments by a shareholder appear on a
proxy card or other voting material.
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What will happen if I do not instruct my broker how to
vote? |
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If your shares are held in street name and you do not instruct
your broker how to vote, your broker may vote your shares at its
discretion on routine matters such as the election of directors
(Item 1), ratification of the independent registered public
accounting firm (Item 2), approval of the proposal to
declassify our Board of Directors (Item 3) or approval of
our 2008 Management Annual Incentive Compensation Plan
(Item 4). On non-routine matters, brokers and other
nominees cannot vote without instructions from the beneficial
owner, resulting in so-called broker non-votes. |
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How will my Company stock in the Peabody Investments Corp.
Employee Retirement Account or other 401(k) plans sponsored by
the Companys subsidiaries be voted? |
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Vanguard, as the plan trustee, will vote your shares in
accordance with your instructions if you vote by Internet or the
telephone or send in a completed proxy/voting instruction card
before 4:00 P.M. Central Time on May ,
2008. All telephone and Internet voting facilities with respect
to plan shares will close at that time. Vanguard will vote
allocated shares of Company Common Stock for which it has not
received direction, as well as shares not allocated to
individual participant accounts, in the same proportion as plan
shares for which the trustee receives voting instructions. |
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How many shares must be present to hold the Annual
Meeting? |
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Holders of a majority of the shares of outstanding Common Stock
as of the record date must be represented in person or by proxy
at the Annual Meeting in order to conduct business. This is
called a quorum. If you vote, your shares will be part of the
quorum. Abstentions, Withheld votes and broker
non-votes also will be counted in determining whether a quorum
exists. |
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What vote is required to approve the proposals? |
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In the election of directors, the number of shares voted
For the nominee must exceed 50% of the number
of votes cast with respect to her election in order for her to
be elected. Votes cast includes votes to withhold authority or
votes against in each case as applicable and excludes
abstentions with respect to the nominees election. If the
number of shares voted For the nominee do not
exceed 50% of the number of votes cast with respect to her
election, our Corporate Governance Guidelines require that she
promptly tender her resignation to the Chairman of the Board
following certification of the shareholder vote. The procedures
to be followed by the Board with respect to such resignation are
described on page 15. |
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The proposal to ratify the appointment of Ernst & Young LLP
(Item 2) will require approval by the holders of a majority
of the shares present in person or by proxy at the meeting and
entitled to vote. Abstentions and broker non-votes will have no
effect on this proposal. |
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The proposal to declassify our Board of Directors (Item 3)
will require approval by the holders of seventy-five percent
(75%) of our outstanding shares entitled to vote. Abstentions
and broker non-votes will have the effect of an
Against vote on this proposal. |
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The proposal to approve our 2008 Management Annual Incentive
Compensation Plan (Item 4) will require approval by the holders
of a majority of the shares present in person or by proxy at the
meeting and entitled to vote. Abstentions and broker non-votes
will have no effect on this proposal. |
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What does it mean if I receive more than one notice or proxy
card or voting instruction form? |
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It means your shares are registered differently or are held in
more than one account at the transfer agent
and/or with
banks or brokers. Please vote all of your shares. |
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Who can attend the Annual Meeting? |
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All Peabody Energy Corporation shareholders as of March 14,
2008 may attend the Annual Meeting. |
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What do I need to do to attend the Annual Meeting? |
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If you are a shareholder of record or a participant in the
Peabody Investments Corp. Employee Retirement Account (or other
401(k) plans sponsored by our subsidiaries), your admission card
is printed on the Notice or attached to your proxy card or
voting instruction form. You will need to bring this admission
card with you to the Annual Meeting. |
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If you own shares in street name, you will need to ask your bank
or broker for an admission card in the form of a confirmation of
beneficial ownership. You will need to bring a confirmation of
beneficial ownership with you to vote at the Annual Meeting. If
you do not receive your confirmation of beneficial ownership in
time, bring your most recent brokerage statement with you to the
Annual Meeting. We can use that to verify your ownership of
Common Stock and admit you to the meeting; however, you will not
be able to vote your shares at the meeting without a
confirmation of beneficial ownership. |
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Where can I find the voting results of the Annual Meeting? |
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We plan to announce preliminary voting results at the Annual
Meeting and to publish final results in our Quarterly Report on
SEC
Form 10-Q
for the Quarterly Period Ended June 30, 2008. |
5
ELECTION
OF DIRECTORS (ITEM 1)
In accordance with the terms of our certificate of
incorporation, the Board of Directors is divided into three
classes, with each class serving a staggered three-year term. At
this years Annual Meeting, the terms of current
Class I Directors will expire. The terms of Class II
Directors and Class III Directors will expire at the Annual
Meetings to be held in 2009 and 2010, respectively.
The Board of Directors has nominated Sandra Van Trease for
election as a Class I Director with a term expiring in
2011. Ms. Van Trease currently is serving as a Class I
Director and has consented to serve for the new term. Should Ms.
Van Trease become unavailable for election, your proxy
authorizes us to vote for such other person, if any, as the
Board of Directors may recommend.
The other current Class I Directors, Dr. Henry Givens, Jr.
and Dr. James R. Schlesinger, will retire at the
Annual Meeting pursuant to our mandatory retirement policy for
directors.
The Board of Directors recommends that you vote
For the Class I Director nominee named
below.
Class I
Director Nominee Term Expiring in 2011
SANDRA VAN TREASE, age 47, has been a director of the
Company since January 2003. Ms. Van Trease is Group
President, BJC HealthCare, a position she has held since
September 2004. BJC HealthCare is one of the nations
largest nonprofit healthcare organizations, delivering services
to residents in the greater St. Louis, southern Illinois and
mid-Missouri regions. Prior to joining BJC HealthCare,
Ms. Van Trease served as President and Chief Executive
Officer of UNICARE, an operating affiliate of WellPoint Health
Networks Inc., from 2002 to September 2004. Ms. Van Trease
also served as President, Chief Financial Officer and Chief
Operating Officer of RightCHOICE Managed Care, Inc. from 2000 to
2002, and as Executive Vice President, Chief Financial Officer
and Chief Operating Officer from 1997 to 2000. Prior to joining
RightCHOICE in 1994, she was a Senior Audit Manager with Price
Waterhouse LLP. She is a Certified Public Accountant and
Certified Management Accountant. Ms. Van Trease is also a
director of Enterprise Financial Services Corporation.
Class II
Directors Terms Expiring in 2009
GREGORY H. BOYCE, age 53, has been a director of the
Company since March 2005. Mr. Boyce was named Chief
Executive Officer Elect of the Company in March 2005, assumed
the position of Chief Executive Officer in January 2006 and was
elected Chairman by the Board of Directors in October 2007. He
was President of the Company from October 2003 to December 2007
and was Chief Operating Officer of the Company from October 2003
to December 2005. He previously served as Chief
Executive Energy of Rio Tinto plc (an international
natural resource company) from 2000 to 2003. Other prior
positions include President and Chief Executive Officer of
Kennecott Energy Company from 1994 to 1999 and President of
Kennecott Minerals Company from 1993 to 1994. He has extensive
engineering and operating experience with Kennecott and also
served as Executive Assistant to the Vice Chairman of Standard
Oil of Ohio from 1983 to 1984. Mr. Boyce is Co-Chairman of
the Coal Based Generation Stakeholders Group, and a member of
the Coal Industry Advisory Board of the International Energy
Agency, the Advisory Council of the University of Arizonas
Department of Mining and Geological Engineering and the National
Council of the School of Engineering and Applied Science at
Washington University in St. Louis. He is a board member of
the Center for Energy and Economic Development, the National
Mining Association, the National Coal Council, Civic Progress
and St. Louis Childrens Hospital Mr. Boyce has been
elected to the Board of Directors of Marathon Oil Corporation
effective April 1, 2008.
6
WILLIAM E. JAMES, age 62, has been a director of the
Company since 2001. Since July 2000, Mr. James has been
Founding Partner of RockPort Capital Partners LLC, a venture
fund specializing in energy and environmental technology and
advanced materials. Prior to joining RockPort, Mr. James
co-founded and served as Chairman and Chief Executive Officer of
Citizens Power LLC, a leading power marketer. He also co-founded
the non-profit Citizens Energy Corporation and served as the
Chairman and Chief Executive Officer of Citizens Corporation,
its for-profit subsidiary, from 1987 to 1996. Mr. James
periodically provides consulting services to Lehman Brothers
Inc., an investment banking firm (Lehman Brothers)
on matters unrelated to the Company.
ROBERT B. KARN III, age 66, has been a director of the
Company since January 2003. Mr. Karn is a financial
consultant and former managing partner in financial and economic
consulting with Arthur Andersen LLP in St. Louis. Before
retiring from Arthur Andersen in 1998, Mr. Karn served in a
variety of accounting, audit and financial roles over a
33-year
career, including Managing Partner in charge of the global coal
mining practice from 1981 through 1998. He is a Certified Public
Accountant and has served as a Panel Arbitrator with the
American Arbitration Association. Mr. Karn is also a
director of Natural Resource Partners L.P., a coal-oriented
master limited partnership that is listed on the New York Stock
Exchange, the Fiduciary/Claymore MLP Opportunity Fund, the
Fiduciary/Claymore Dynamic Equity Fund and Kennedy Capital
Management, Inc.
HENRY E. LENTZ, age 63, has been a director of the Company
since 1998. Mr. Lentz is currently employed as an Advisory
Director by Lehman Brothers. He joined Lehman Brothers in 1971
and became a Managing Director in 1976. He left the firm in 1988
to become Vice Chairman of Wasserstein Perella Group, Inc., an
investment banking firm. In 1993, he returned to Lehman Brothers
as a Managing Director and served as head of the firms
worldwide energy practice. In 1996, he joined Lehman
Brothers Merchant Banking Group as a Principal and in
January 2003 became a consultant to the Merchant Banking Group.
He assumed his current role with Lehman Brothers effective
January 2004. Mr. Lentz is also a director of Rowan
Companies, Inc. and CARBO Ceramics, Inc.
BLANCHE M. TOUHILL, PhD, age 76, has been a director of the
Company since 2001. Dr. Touhill is Chancellor Emeritus and
Professor Emeritus at the University of Missouri
St. Louis. She previously served as Chancellor and
Professor of History and Education at the University of
Missouri St. Louis from 1991 through 2002.
Prior to her appointment as Chancellor, Dr. Touhill held
the positions of Vice Chancellor for Academic Affairs and
Interim Chancellor at the University of Missouri
St. Louis. Dr. Touhill also has served on the Boards
of Directors of Trans World Airlines and Delta Dental. She holds
bachelors and doctoral degrees in history and a
masters degree in geography from St. Louis University.
Class III
Directors Terms Expiring in 2010
WILLIAM A. COLEY, age 64, has been a director of the
Company since March 2004. Since March 2005, Mr. Coley has
served as Chief Executive Officer and Director of British Energy
Group plc, the U.K.s largest electricity producer. He was
previously a non-executive director of British Energy.
Mr. Coley served as President of Duke Power, the
U.S.-based
global energy company, from 1997 until his retirement in
February 2003. During his
37-year
career at Duke Power, Mr. Coley held various officer level
positions in the engineering, operations and senior management
areas, including Vice President, Operations
(1984-1986),
Vice President, Central Division
(1986-1988),
Senior Vice President, Power Delivery
(1988-1990),
Senior Vice President, Customer Operations
(1990-1991),
Executive Vice President, Customer Group
(1991-1994)
and President, Associated Enterprises Group
(1994-1997).
Mr. Coley was elected to the board of Duke Power in 1990
and was named President following Duke Powers acquisition
of PanEnergy in 1997. Mr. Coley earned his B.S. in
electrical engineering from Georgia Institute of Technology and
is a registered professional engineer. He is also a director of
E. R. Jahna Enterprises.
7
WILLIAM C. RUSNACK, age 63, has been a director of the
Company since January 2002. Mr. Rusnack is the former
President and Chief Executive Officer of Premcor Inc., one of
the largest independent oil refiners in the United States prior
to its acquisition by Valero Energy Corporation in 2005. He
served as President, Chief Executive Officer and Director of
Premcor from 1998 to February 2002. Prior to joining Premcor,
Mr. Rusnack was President of ARCO Products Company, the
refining and marketing division of Atlantic Richfield Company.
During a
31-year
career at ARCO, he was also President of ARCO Transportation
Company and Vice President of Corporate Planning. He is also a
director of Sempra Energy and Flowserve Corporation.
JOHN F. TURNER, age 66, has been a director of the Company
since July 2005. Mr. Turner served as Assistant Secretary
of State for the Bureau of Oceans and International
Environmental and Scientific Affairs from November 2001 to July
2005. Mr. Turner was previously President and Chief
Executive Officer of The Conservation Fund, a national nonprofit
organization dedicated to public-private partnerships to protect
land and water resources. He was director of the U.S. Fish
and Wildlife Service from 1989 to 1993. Mr. Turner also
served in the Wyoming state legislature for 19 years and is
a past president of the Wyoming State Senate. He serves as a
consultant to The Conservation Fund. Mr. Turner also serves
as Chairman of the University of Wyoming, Ruckelshaus Institute
of Environment and Natural Resources and as a Visiting Professor
of Environment and Natural Resources at the University. He is
also a director of International Paper Company and Ashland, Inc.
ALAN H. WASHKOWITZ, age 67, has been a director of the
Company since 1998. Until July 2005, Mr. Washkowitz was a
Managing Director of Lehman Brothers and part of the firms
Merchant Banking Group, responsible for oversight of Lehman
Brothers Merchant Banking Partners. He joined Kuhn
Loeb & Co. in 1968 and became a general partner of
Lehman Brothers in 1978 when it acquired Kuhn Loeb &
Co. Prior to joining the Merchant Banking Group, he headed
Lehman Brothers Financial Restructuring Group.
Mr. Washkowitz is also a director of L-3 Communications
Corporation.
INFORMATION
REGARDING BOARD OF DIRECTORS AND COMMITTEES
As required by the rules of the New York Stock Exchange
(NYSE), the Board of Directors evaluates the
independence of its members at least annually, and at other
appropriate times when a change in circumstances could
potentially impact the independence or effectiveness of one or
more directors (e.g., in connection with a change in employment
status or other significant status changes). This process is
administered by the Nominating & Corporate Governance
Committee of the Board of Directors, which consists entirely of
directors who are independent under applicable NYSE rules. After
carefully considering all relevant relationships with the
Company, the Nominating & Corporate Governance
Committee submits its recommendations regarding independence to
the full Board, which then makes an affirmative determination
with respect to each director.
In making independence determinations, the
Nominating & Corporate Governance Committee and the
Board consider all relevant facts and circumstances, including
(1) the nature of any relationships with the Company,
(2) the significance of the relationship to the Company,
the other organization and the individual director,
(3) whether or not the relationship is solely a business
relationship in the ordinary course of the Companys and
the other organizations businesses and does not afford the
director any special benefits, and (4) any commercial,
industrial, banking, consulting, legal, accounting, charitable
and familial relationships. For purposes of this determination,
the Board deems any relationships that have expired for more
than three years to be immaterial.
After considering the standards for independence adopted by the
NYSE and various other factors as described herein, the Board
has determined that all directors other than Mr. Boyce are
independent. None
8
of the directors other than Mr. Boyce receives any
compensation from us other than customary director and committee
fees.
The Board has determined that directors Coley, Karn, Touhill and
Turner are independent, based upon the fact that they have no
relationships with the Company (other than serving as
directors). The Board has also determined that directors Givens,
James, Lentz, Rusnack, Schlesinger, Van Trease and Washkowitz
are independent after evaluating their relationships with the
Company and concluding that such relationships are immaterial.
All such relationships are outlined below.
Dr. Givens serves on the board of directors of the United
Way of Greater St. Louis, a non-profit organization which
received a contribution of $220,000 from us in 2007.
Dr. Givens also serves on the board of directors of the
St. Louis Regional Chamber and Growth Association, which
received a contribution of $100,000 from us in 2007 and to which
we have pledged to contribute an additional $200,000 over the
next two years. The Board has concluded that these relationships
are not material, since our annual contributions represent less
than 1% of each institutions total annual contributions.
Dr. Givens and Mr. Rusnack serve on the board of
trustees of the St. Louis Zoo, a non-profit organization
which received a contribution of $20,000 from us in 2007.
Dr. Givens and Ms. Van Trease serve on the board of
directors of Forest Park Forever, Inc., a non-profit
organization which received a contribution of $10,000 from us in
2007 and to which we have pledged to contribute an additional
$100,000 over the next five years. The Board has concluded that
these relationships are not material given the size of our
annual contributions.
Dr. Givens serves on the regional advisory board of
U.S. Bank, N.A. (St. Louis), which is a participating
lender under our senior credit facility and provides various
other commercial banking services to us. These banking services
are offered to us on the same general terms and conditions as
other large commercial customers. Our directors did not solicit
these commercial relationships and were not involved in any
related discussions or deliberations.
Messrs. James, Lentz, Schlesinger and Washkowitz have been
employed by or served as consultants to Lehman Brothers within
the past three years. The Board has determined that these
employment and consulting relationships involve matters
unrelated to the Company, and that these relationships are not
material to the Company. Dr. Schlesinger currently serves
as senior advisor to Lehman Brothers. The specific relationships
of Messrs. James, Lentz and Washkowitz with Lehman Brothers are
described in more detail in the biographies set forth on
pages 7 and 8 of this Proxy Statement. When evaluating
the materiality of these relationships to the Company, the Board
considered the fact that Lehman Brothers Merchant Banking
Partners II L.P. and other affiliates of Lehman Brothers
(collectively, the Merchant Banking Fund) owned a
significant percentage of the Companys stock prior to
completely selling its holdings in March
2004.1
Lehman Brothers is a participating lender under our senior
credit facility and from time to time provides investment
banking and other ordinary course financial services to us.
These services are provided to us on the same general terms and
conditions as provided to other large commercial customers. The
fees related to these services have not been significant to us
or Lehman Brothers, and since March 2004 all such fees have been
reviewed and approved in advance by our independent Audit
Committee. Directors who are affiliated with Lehman Brothers do
not participate in any decisions or discussions related to these
services, and they do not receive any benefit from related fees.
After careful consideration, the Board has determined that these
relationships do not impair, or appear to impair, the
directors independent judgment.
1
Prior to May 2001, the Merchant Banking Fund owned in excess of
90% of the Companys outstanding Common Stock. Over the
ensuing three-year period, the Merchant Banking Fund sold all of
its Company holdings through a series of registered public
offerings, falling below a 50% controlling interest level in
April 2002 and completing its exit in March 2004.
9
Board
Attendance and Executive Sessions
The Board of Directors met 11 times in 2007. During that
period, each incumbent director attended 75% or more of the
aggregate number of meetings of the Board and the committees on
which he or she served, and average attendance was 94%. Pursuant
to our Corporate Governance Guidelines, the non-management
directors meet in executive session at least quarterly. The
chair of each executive session rotates among the chairs of the
Audit Committee, Compensation Committee and
Nominating & Corporate Governance Committee. During
2007, our non-management directors met in executive session
eight times.
Committees
of the Board of Directors
The Board of Directors has appointed four standing committees
from among its members to assist it in carrying out its
obligations. These committees are the Audit Committee,
Compensation Committee, Executive Committee and
Nominating & Corporate Governance Committee. Each
standing committee has adopted a formal charter that describes
in more detail its purpose, organizational structure and
responsibilities. A copy of each committee charter can be found
on our website (www.peabodyenergy.com) by clicking on
Investors, and then Corporate Governance
and is available in print to any shareholder who requests it.
Information on our website is not considered part of this Proxy
Statement. A description of each committee and its current
membership follows:
Compensation
Committee
The members of the Compensation Committee are Robert B.
Karn III (Chair), William A. Coley, Henry E. Lentz and John
F. Turner. The Board of Directors has affirmatively determined
that, in its judgment, all members of the Compensation Committee
are independent under rules established by the New York Stock
Exchange.
The Compensation Committee met 10 times during 2007. Some
of the primary responsibilities of the Compensation Committee
include the following:
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To annually review and approve corporate goals and objectives
relevant to our CEO compensation, evaluate the CEOs
performance in light of those goals and objectives, and together
with the other independent members of the Board, determine and
approve the CEOs compensation levels based on this
evaluation;
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To annually review with the CEO, the performance of our
executive officers and make recommendations to the Board with
respect to the compensation plans for such officers;
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To annually review and approve the CEOs and the executive
officers base salary, annual incentive opportunity and
long-term incentive opportunity and as appropriate, employment
agreements, severance agreements, retirement and other
post-employment benefits, change in control provisions and any
special supplemental benefits;
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To approve annual bonus awards for executive officers other than
the CEO;
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To oversee our annual and long-term incentive programs;
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To periodically assess our director compensation program and,
when appropriate, recommend modifications for Board
consideration;
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To review and make recommendations to the Board in conjunction
with the CEO, as appropriate, with respect to succession
planning and management development; and
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To make regular reports on its activities to the Board.
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Executive
Committee
The members of the Executive Committee are Gregory H. Boyce
(Chair), William A. Coley, Henry E. Lentz and William C.
Rusnack. The Executive Committee met once during 2007.
When the Board of Directors is not in session, the Executive
Committee has all of the power and authority as delegated by the
Board, except with respect to:
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Amending our certificate of incorporation and bylaws;
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Adopting an agreement of merger or consolidation;
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Recommending to shareholders the sale, lease or exchange of all
or substantially all of our property and assets;
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Recommending to shareholders dissolution of the Company or
revocation of any dissolution;
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Declaring a dividend;
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Issuing stock;
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Appointing members of Board committees; and
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Changing major lines of business.
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Nominating &
Corporate Governance Committee
The members of the Nominating & Corporate Governance
Committee are Blanche M. Touhill (Chair), Henry
Givens, Jr., William E. James, James R. Schlesinger, John
F. Turner and Alan H. Washkowitz. The Board of Directors has
affirmatively determined that, in its judgment, all members of
the Nominating & Corporate Governance Committee are
independent under New York Stock Exchange rules.
The Nominating & Corporate Governance Committee met
six times during 2007. Some of the primary responsibilities of
the Nominating & Corporate Governance Committee
include the following:
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To identify, evaluate and recommend qualified candidates for
election to the Board;
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To advise the Board on matters related to corporate governance;
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To assist the Board in conducting its annual assessment of Board
performance;
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To recommend the structure, composition and responsibilities of
other Board committees;
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To advise the Board on matters related to corporate social
responsibility;
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To ensure we maintain an effective orientation program for new
directors and a continuing education and development program to
supplement the skills and needs of the Board;
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To provide review and oversight of potential conflicts of
interest situations, including transactions in which any related
person had or will have a direct or indirect material interest;
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To review our policies and procedures with respect to related
person transactions at least annually and recommend any changes
for Board approval;
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To monitor compliance with, and advise the Board regarding any
significant issues arising under, our corporate compliance
program and Code of Business Conduct and Ethics; and
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To make regular reports on its activities to the Board.
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11
Audit
Committee
The members of the Audit Committee are William C. Rusnack
(Chair), Robert B. Karn III, Sandra Van Trease and Alan H.
Washkowitz. The Board of Directors has affirmatively determined
that, in its judgment, all members of the Audit Committee are
independent under New York Stock Exchange and SEC rules. The
Board also has determined that each of Messrs. Rusnack,
Karn and Washkowitz and Ms. Van Trease is an audit
committee financial expert under SEC rules.
The Audit Committee met eight times during 2007. The Audit
Committees primary purpose is to provide assistance to the
Board in fulfilling its oversight responsibility with respect to:
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The quality and integrity of our financial statements and
financial reporting processes;
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Our systems of internal accounting and financial controls and
disclosure controls;
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The independent registered public accounting firms
qualifications and independence;
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The performance of our internal audit function and independent
registered public accounting firm; and
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Compliance with legal and regulatory requirements, and codes of
conduct and ethics programs established by management and the
Board.
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Some of the primary responsibilities of the Audit Committee
include the following:
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To appoint our independent registered public accounting firm,
which reports directly to the Audit Committee;
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To approve all audit engagement fees and terms and all
permissible non-audit engagements with our independent
registered public accounting firm;
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To ensure that we maintain an internal audit function and to
review the appointment of the senior internal audit team
and/or
provider;
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To approve the terms of engagement for the internal audit
provider;
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To meet on a regular basis with our financial management,
internal audit management and independent registered public
accounting firm to review matters relating to our internal
accounting controls, internal audit program, accounting
practices and procedures, the scope and procedures of the
outside audit, the independence of the independent registered
public accounting firm and other matters relating to our
financial condition;
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To oversee our financial reporting process and to review in
advance of filing or issuance our quarterly reports on Form
10-Q, annual
reports on
Form 10-K,
annual reports to shareholders, proxy materials and earnings
press releases;
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To review our guidelines and policies with respect to risk
assessment and risk management, and to monitor our major
financial risk exposures and steps management has taken to
control such exposures; and
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To make regular reports to the Board regarding the activities
and recommendations of the Audit Committee.
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12
REPORT OF
THE AUDIT COMMITTEE
The Audit Committee has reviewed and discussed the
Companys audited financial statements and
managements report on internal control over financial
reporting as of and for the fiscal year ended December 31,
2007 with management and Ernst & Young LLP, the
Companys independent registered public accounting firm.
Management is responsible for the Companys financial
statements and internal control over financial reporting, while
Ernst & Young is responsible for conducting its audit
in accordance with the standards of the Public Company
Accounting Oversight Board (United States) and expressing
opinions on the Companys financial statements in
accordance with U.S. generally accepted accounting
principles and the Companys internal control over
financial reporting.
The Audit Committee reviewed with Ernst & Young the
overall scope and plans for their audit of the Companys
financial statements and internal control over financial
reporting. The Audit Committee also discussed with
Ernst & Young matters relating to the quality and
acceptability of the Companys accounting principles, as
applied in its financial reporting processes, as required by
Statement of Auditing Standards No. 61 as amended and
adopted by the Public Company Accounting Oversight Board in
Rule 3200T. In addition, the Audit Committee reviewed and
discussed with Ernst & Young the auditors
independence from management and the Company, as well as the
matters included in written disclosures received from
Ernst & Young as required by Independence Standards
Board Standard No. 1, Independence Discussions with Audit
Committees as adopted by the Public Company Accounting Oversight
Board in Rule 3600T. As part of its review, the Audit
Committee reviewed fees paid to Ernst & Young and
considered whether Ernst & Youngs performance of
non-audit services for the Company was compatible with the
auditors independence.
Based on the reviews and discussions referred to above, the
Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Companys
Annual Report on
Form 10-K
for the fiscal year ended December 31, 2007 for filing with
the Securities and Exchange Commission.
MEMBERS OF THE AUDIT COMMITTEE:
WILLIAM C. RUSNACK, CHAIR
ROBERT B. KARN III
SANDRA VAN TREASE
ALAN H. WASHKOWITZ
13
FEES PAID
TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP served as our independent registered
public accounting firm for the fiscal years ended
December 31, 2007 and 2006.
The following fees were paid to Ernst & Young for
services rendered during our last two fiscal years:
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Audit Fees: $3,705,000 (for the fiscal year
ended December 31, 2007) and $3,317,000 (for the
fiscal year ended December 31, 2006) for fees
associated with the annual audit of our consolidated financial
statements, including the audit of internal control over
financial reporting, the reviews of our quarterly reports on
Form 10-Q,
services provided in connection with statutory and regulatory
filings, assistance with and review of documents filed with the
SEC, and accounting and financial reporting consultations.
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Audit-Related Fees: $669,000 (for the fiscal
year ended December 31, 2007) and $405,000 (for the
fiscal year ended December 31, 2006) for
assurance-related services for audits of employee benefit plans,
internal control reviews, due diligence services associated with
acquisitions or divestitures, and other attest services not
required by statute.
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Tax Fees: $1,150,000 (for the fiscal year
ended December 31, 2007) and $958,000 (for the fiscal
year ended December 31, 2006) for tax compliance, tax
advice and tax planning services.
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All Other Fees: $6,000 (for the fiscal year
ended December 31, 2007) and $6,000 (for the fiscal
year ended December 31, 2006) for fees related to an
on-line research tool.
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Under procedures established by the Board of Directors, the
Audit Committee is required to pre-approve all audit and
non-audit services performed by our independent registered
public accounting firm to ensure that the provisions of such
services do not impair such firms independence. The Audit
Committee may delegate its pre-approval authority to one or more
of its members, but not to management. The member or members to
whom such authority is delegated shall report any pre-approval
decisions to the Audit Committee at its next scheduled meeting.
Each fiscal year, the Audit Committee reviews with management
and the independent registered public accounting firm the types
of services that are likely to be required throughout the year.
Those services are comprised of four categories, including audit
services, audit-related services, tax services and all other
permissible services. At that time, the Audit Committee
pre-approves a list of specific services that may be provided
within each of these categories, and sets fee limits for each
specific service or project. Management is then authorized to
engage the independent registered public accounting firm to
perform the pre-approved services as needed throughout the year,
subject to providing the Audit Committee with regular updates.
The Audit Committee reviews the amount of all billings submitted
by the independent registered public accounting firm on a
regular basis to ensure that their services do not exceed
pre-defined limits. The Audit Committee must review and approve
in advance, on a
case-by-case
basis, all other projects, services and fees to be performed by
or paid to the independent registered public accounting firm.
The Audit Committee also must approve in advance any fees for
pre-approved services that exceed the pre-established limits, as
described above.
Under Company policy
and/or
applicable rules and regulations, our independent registered
public accounting firm is prohibited from providing the
following types of services to us: (1) bookkeeping or other
services related to our accounting records or financial
statements, (2) financial information systems design and
implementation, (3) appraisal or valuation services,
fairness opinions or
contribution-in-kind
reports, (4) actuarial services, (5) internal audit
outsourcing services, (6) management functions,
(7) human resources, (8) broker-dealer, investment
advisor or investment banking services, (9) legal services,
(10) expert services unrelated to audit, (11) any
services entailing a contingent fee or commission, and
(12) tax services to an officer of the Company whose role
is in a financial oversight capacity.
14
During the fiscal year ended December 31, 2007, all of the
services described under the headings Audit-Related
Fees, Tax Fees and All Other Fees
were approved by the Audit Committee pursuant to the procedures
described above.
CORPORATE
GOVERNANCE MATTERS
Good corporate governance has been a priority at Peabody Energy
for many years. Our key governance practices are outlined in our
Corporate Governance Guidelines, committee charters, and Code of
Business Conduct and Ethics. These documents can be found on our
Corporate Governance webpage (www.peabodyenergy.com) by
clicking on Investors and then Corporate
Governance, and are available in print to any shareholder
upon request. Information on our website is not considered part
of this Proxy Statement. The Code of Business Conduct and Ethics
applies to our directors, Chief Executive Officer, Chief
Financial Officer, Controller and other Company personnel.
The Nominating & Corporate Governance Committee of the
Board of Directors is responsible for reviewing the Corporate
Governance Guidelines from time to time and reporting and making
recommendations to the Board concerning corporate governance
matters. Each year, the Nominating & Corporate
Governance Committee, with the assistance of outside experts,
reviews the Companys corporate governance practices, not
only to ensure that they comply with applicable laws and NYSE
listing requirements, but also to ensure that they continue to
reflect what the Committee believes are best practices and
promote the best interests of the Company and its shareholders.
Majority
Voting Bylaw
In July 2007, our Board of Directors amended our Bylaws to
provide for majority voting in the election of directors. In the
case of uncontested elections, in order to be elected the number
of shares voted in favor of a nominee must exceed 50% of the
number of votes cast with respect to that nominees
election at any meeting of shareholders for the election of
directors at which a quorum is present. Votes cast includes
votes to withhold authority or votes cast against in each case
as applicable and excludes abstentions with respect to that
nominees election.
If a nominee is an incumbent director and receives a greater
number of votes withheld from his or her election than votes in
favor of his or her election, our Corporate Governance
Guidelines require that such director promptly tender his or her
resignation to the Chairman of the Board following certification
of the shareholder vote. The Nominating and Corporate Governance
Committee will promptly consider the resignation submitted by
such director and will recommend to the Board whether to accept
or reject the tendered resignation. In considering whether to
accept or reject the tendered resignation, the Committee will
consider all factors deemed relevant by its members. The Board
will act on the Committees recommendation no later than
90 days following the date of the shareholders
meeting where the election occurred. In considering the
Committees recommendation, the Board will consider the
factors considered by the Committee and such additional
information and factors the Board deems to be relevant. Any
director who tenders his or her resignation pursuant to our
Corporate Governance Guidelines will not participate in the
Committee recommendation or Board consideration regarding
whether or not to accept the tendered resignation.
In the case of contested elections, directors will be elected by
a plurality of the votes of the shares present in person or by
proxy and voting for nominees in the election of directors at
any meeting of shareholders for the election of directors at
which a quorum is present. For these purposes, a contested
election is any election of directors in which the number of
candidates for election as directors exceeds the number of
directors to be elected.
15
Shareholder
Communications with the Board of Directors
The Board of Directors has adopted the following procedures for
shareholders and other interested persons to send communications
to the Board, individual directors
and/or
Committee Chairs (collectively, Shareholder
Communications):
Shareholders and other interested persons seeking to communicate
with the Board should submit their written comments to the
Chairman, Peabody Energy Corporation, 701 Market Street,
St. Louis, Missouri 63101. The Chairman will forward such
Shareholder Communications to each Board member (excluding
routine advertisements and business solicitations, as instructed
by the Board), and provide a report on the disposition of
matters stated in such communications at the next regular
meeting of the Board. If a Shareholder Communication (excluding
routine advertisements and business solicitations) is addressed
to a specific individual director or Committee Chair, the
Chairman will forward that communication to the named director,
and will discuss with that director whether the full Board
and/or one
of its committees should address the subject matter.
If a Shareholder Communication raises concerns about the ethical
conduct of management or the Company, it should be sent directly
to our Chief Legal Officer at 701 Market Street, St. Louis,
Missouri 63101. The Chief Legal Officer will promptly forward a
copy of such Shareholder Communication to the Chairman of the
Audit Committee and, if appropriate, the Chairman of the Board,
and take such actions as they authorize to ensure that the
subject matter is addressed by the appropriate Board committee,
management
and/or the
full Board.
If a shareholder or other interested person seeks to communicate
exclusively with the Companys non-management directors,
such Shareholder Communication should be sent directly to the
Corporate Secretary who will forward any such communication
directly to the Chair of the Nominating & Corporate
Governance Committee. The Corporate Secretary will first consult
with and receive the approval of the Chair of the
Nominating & Corporate Governance Committee before
disclosing or otherwise discussing the communication with
members of management or directors who are members of management.
At the direction of the Board, we reserve the right to screen
all materials sent to our directors for potential security risks
and/or
harassment purposes.
Shareholders also have an opportunity to communicate with the
Board at our Annual Meeting of Shareholders. Pursuant to Board
policy, each director is expected to attend the Annual Meeting
in person, subject to occasional excused absences due to illness
or unavoidable conflicts. Each of our directors attended the
last Annual Meeting of Shareholders in May 2007.
Overview
of Director Nominating Process
The Board of Directors believes that one of its primary goals is
to advise management on strategy and to monitor the
Companys performance. The Board also believes that the
best way to accomplish this goal is by choosing directors who
possess a diversity of experience, knowledge and skills that are
particularly relevant and helpful to the Company. As such,
current Board members possess a wide array of skills and
experience in the coal industry, related energy industries and
other important areas, including finance and accounting,
operations, environmental management, education, governmental
affairs and administration, and healthcare. When evaluating
potential members, the Board seeks to enlist the services of
candidates who possess high ethical standards and a combination
of skills and experience which the Board determines are the most
appropriate to meet its objectives. The Board believes all
candidates should be committed to creating value over the long
term and to serving the best interests of the Company and all of
its shareholders.
16
The Nominating & Corporate Governance Committee
(Committee) is responsible for identifying,
evaluating and recommending qualified candidates for election to
the Board. The Committee will consider director candidates
submitted by shareholders. Any shareholder wishing to submit a
candidate for consideration should send the following
information to the Corporate Secretary, Peabody Energy
Corporation, 701 Market Street, St. Louis, Missouri 63101:
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Shareholders name, number of shares owned, length of
period held, and proof of ownership;
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Name, age and address of candidate;
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A detailed resume describing among other things the
candidates educational background, occupation, employment
history, and material outside commitments (e.g.,
memberships on other boards and committees, charitable
foundations, etc.);
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A supporting statement which describes the candidates
reasons for seeking election to the Board, and documents
his/her
ability to satisfy the director qualifications described below;
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A description of any arrangements or understandings between the
shareholder and the candidate; and
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A signed statement from the candidate, confirming
his/her
willingness to serve on the Board.
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The Corporate Secretary will promptly forward such materials to
the Committee Chair and the Chairman of the Board. The Corporate
Secretary also will maintain copies of such materials for future
reference by the Committee when filling Board positions.
Shareholders may submit potential director candidates at any
time pursuant to these procedures. The Committee will consider
such candidates if a vacancy arises or if the Board decides to
expand its membership, and at such other times as the Committee
deems necessary or appropriate. Separate procedures apply if a
shareholder wishes to nominate a director candidate at the 2009
Annual Meeting. Those procedures are described on page 66
of this Proxy Statement under the heading Information
About Shareholder Proposals.
Pursuant to its charter, the Committee must review with the
Board, at least annually, the requisite qualifications,
independence, skills and characteristics of Board candidates,
members and the Board as a whole. When assessing potential new
directors, the Committee considers individuals from various and
diverse backgrounds. While the selection of qualified directors
is a complex and subjective process that requires consideration
of many intangible factors, the Committee believes that
candidates should generally meet the following criteria:
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Candidates should possess broad training, experience and a
successful track record at senior policy-making levels in
business, government, education, technology, accounting, law,
consulting
and/or
administration;
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Candidates should possess the highest personal and professional
ethics, integrity and values. Candidates also should be
committed to representing the long-term interests of the Company
and all of its shareholders;
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Candidates should have an inquisitive and objective perspective,
strength of character and the mature judgment essential to
effective decision-making;
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Candidates need to possess expertise that is useful to the
Company and complementary to the background and experience of
other Board members; and
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Candidates need to be willing to devote sufficient time to Board
and Committee activities and to enhance their knowledge of the
Companys business, operations and industry.
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17
The Committee will consider candidates submitted by a variety of
sources (including, without limit, incumbent directors,
shareholders, Company management and third-party search firms)
when filling vacancies
and/or
expanding the Board. If a vacancy arises or the Board decides to
expand its membership, the Committee generally asks each
director to submit a list of potential candidates for
consideration. The Committee then evaluates each potential
candidates educational background, employment history,
outside commitments and other relevant factors to determine
whether
he/she is
potentially qualified to serve on the Board. At that time, the
Committee also will consider potential nominees submitted by
shareholders in accordance with the procedures described above.
The Committee seeks to identify and recruit the best available
candidates, and it intends to evaluate qualified shareholder
nominees on the same basis as those submitted by Board members
or other sources.
After completing this process, the Committee will determine
whether one or more candidates are sufficiently qualified to
warrant further investigation. If the process yields one or more
desirable candidates, the Committee will rank them by order of
preference, depending on their respective qualifications and the
Companys needs. The Committee Chair, or another director
designated by the Committee Chair, will then contact the
preferred candidate(s) to evaluate their potential interest and
to set up interviews with members of the Committee. All such
interviews are held in person, and include only the candidate
and the independent Committee members. Based upon interview
results and appropriate background checks, the Committee then
decides whether it will recommend the candidates
nomination to the full Board.
The Committee believes this process has consistently produced
highly qualified, independent Board members to date. However,
the Committee may choose, from time to time, to use additional
resources (including independent third-party search firms) after
determining that such resources could enhance a particular
director search. The Committee has not used third-party firms
for prior searches.
OWNERSHIP
OF COMPANY SECURITIES
The following table sets forth information as of March 1,
2008 with respect to persons or entities who are known to
beneficially own more than 5% of our outstanding Common Stock,
each director, each
18
current and former executive officer named in the Summary
Compensation Table, below, and all directors and executive
officers as a group (which includes the former executive
officers included in this table).
Beneficial
Owners of More Than Five Percent, Directors and
Management
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Amount and Nature
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of Beneficial
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Percent of
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Name and Address of Beneficial Owner
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Ownership(1)(2)
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Class(3)
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FMR LLC
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38,751,923
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14.3
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%
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82 Devonshire Street
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Boston, MA 02109
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UBS AG
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17,180,815
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6.3
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%
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Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
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Gregory H. Boyce
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822,990
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*
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William A. Coley
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20,788
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*
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Sharon D. Fiehler
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119,737
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*
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Eric Ford
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73,977
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*
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Henry Givens, Jr.
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20,759
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*
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William E. James
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74,123
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*
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Robert B. Karn III
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39,872
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*
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Henry E. Lentz
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20,467
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*
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Richard A. Navarre
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188,160
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*
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Jiri Nemec
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29,721
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*
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William C. Rusnack
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39,235
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*
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James R. Schlesinger
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39,251
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*
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Blanche M. Touhill
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39,251
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*
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John F. Turner
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10,495
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*
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Sandra Van Trease
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39,142
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*
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Roger B. Walcott, Jr.
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160,221
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*
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Alan H. Washkowitz
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20,467
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*
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Richard M. Whiting
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130,722
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*
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All directors and executive officers as a group (21 people)
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1,950,668
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*
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(1) |
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Amounts shown are based on the latest available filings on
Schedule 13G or other relevant filings made with the
Securities and Exchange Commission (SEC). Beneficial
ownership is determined in accordance with the rules of the SEC
and includes voting and investment power with respect to shares.
Unless otherwise indicated, the persons named in the table have
sole voting and sole investment control with respect to all
shares beneficially owned. |
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(2) |
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Includes shares issuable pursuant to stock options exercisable
within 60 days after March 1, 2008, as follows:
Mr. Boyce, 718,661; Mr. Coley, 12,939;
Ms. Fiehler, 33,328; Mr. Ford, 19,220;
Dr. Givens, 12,939; Mr. James, 63,307; Mr. Karn,
20,534; Mr. Lentz, 12,939; Mr. Navarre, 79,797;
Mr. Rusnack, 28,307; Dr. Schlesinger, 28,307;
Mr. Touhill, 28,307; Mr. Turner, 4,011; Ms. Van
Trease, 20,534; Mr. Walcott, 27,986; Mr. Washkowitz,
12,939; and all directors and executive officers as a group,
1,245,594. Also includes shares of restricted stock that remain
unvested as of March 1, 2008 as follows: Mr. Boyce,
100,000; Mr. Coley, 1,861; Mr. Ford, 36,132;
Dr. Givens, 1,861; Mr. James, 1,861; Mr. Karn,
1,861; Mr. Lentz, 1,861; Mr. Rusnack, 1,861;
Dr. Schlesinger, 1,861; Dr. Touhill, 1,861;
Mr. Turner, 3,455; Ms. Van Trease, 1,861;
Mr. Washkowitz, 1,861; and all directors and executive
officers as a group 168,597. |
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(3) |
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An asterisk (*) indicates that the applicable person
beneficially owns less than one percent of the outstanding
shares. |
19
Section 16(a)
Beneficial Ownership Reporting Compliance
Our executive officers and directors and persons beneficially
holding more than ten percent of our Common Stock are required
under the Securities Exchange Act of 1934 to file reports of
ownership and changes in ownership of our Common Stock with the
Securities and Exchange Commission and the New York Stock
Exchange. We file these reports of ownership and changes in
ownership on behalf of our executive officers and directors. To
the best of our knowledge, based solely on our review of the
copies of such reports furnished to us during the fiscal year
ended December 31, 2007, filings with the Commission and
written representations from certain reporting persons that no
additional reports were required, all required reports were
timely filed.
EXECUTIVE
COMPENSATION
Overview
of Compensation Philosophy and Program
The objective of our executive compensation program is to
attract, retain and motivate key executives to enhance long-term
profitability and create shareholder value. Our compensation
program is designed to align incentives for executives with
achievement of our business strategies:
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Executing the basics: best in class safety, operations and
marketing;
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Capitalizing on organic growth opportunities;
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Expanding in high-growth global markets; and
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Participating in new generation and Btu Conversion projects.
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Our compensation program is based on the following policies and
objectives:
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Program has a clear link to shareholder value;
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Program is designed to support achievement of our business
objectives;
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Total compensation opportunities are established at levels which
are competitive with companies of similar size and complexity
and other pertinent criteria, taking into account such factors
as executive performance, level of experience and retention
value;
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Performance-based pay constitutes the majority of each
executives compensation;
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Incentive pay is designed to:
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Reflect company-wide, business unit and individual performance,
based on each individuals position and level;
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Balance rewards for short-term performance with long-term
performance based incentives;
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Balance rewards for financial and operating performance with
compensation for shareholder value creation; and
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Incorporate internal and external performance measures.
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Program is communicated so that participants understand how
their decisions and actions affect business results and their
compensation.
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With these policies and objectives in mind, the Compensation
Committee has approved a compensation program for the named
executive officers that incorporates four key components: base
salary, annual incentive payments, long-term incentive
compensation consisting of stock options and performance units,
and retirement and other benefits.
20
Role
of the Compensation Committee
The Compensation Committee is comprised entirely of independent
directors and has overall responsibility for evaluating and
approving our executive compensation plans, policies and
programs, and for monitoring the performance of our executives
and the compensation awarded to our executives excluding
compensation for the Chairman and Chief Executive Officer. The
Committee also reviews and approves executive participation in
any company-wide benefit plans. In addition, the Committee
oversees our annual and long-term incentive plans and programs
and periodically assesses our director compensation program.
For 2007, a Special Committee, comprised of the independent
members of the Board of Directors, after considering the
recommendations of the Compensation Committee and its
independent compensation consultant, determined the type (e.g.,
base salary, annual incentive and long-term incentive) and level
of compensation awarded to our Chief Executive Officer.
Effective October 10, 2007 our Chief Executive Officer
assumed the additional responsibilities of the Chairman role.
The Special Committee designed the type and level of
compensation to be consistent with our compensation philosophy
and to ensure that the Chairman and Chief Executive
Officers total compensation was competitive with the
compensation of chief executive officers at publicly-traded
companies of similar size and complexity. As described below, in
assessing the competitiveness of the Chairman and Chief
Executive Officers compensation package, the Special
Committee received advice from its independent compensation
consultant and reviewed appropriate salary surveys, industry
benchmarking data and proxy information.
Deductibility
of Compensation Expenses
Pursuant to Section 162(m) of the Internal Revenue Code,
some compensation paid to executive officers in excess of
$1 million is not tax deductible, except to the extent it
constitutes performance-based compensation. The Compensation
Committee has and will continue to consider the impact of
Section 162(m) when establishing incentive compensation
plans. As a result, a significant portion of our executive
compensation satisfies the requirements for deductibility under
Section 162(m). At the same time, the Committee considers
its primary goal to design compensation strategies that further
our best interests and those of our shareholders. In certain
cases, it may determine that the amount of tax deductions lost
is not significant when compared to the potential opportunity a
compensation program provides for creating shareholder value.
The Committee therefore retains the ability to evaluate the
performance of our executive officers and to pay appropriate
compensation, even if some of it may be non-deductible.
Role
of the Compensation Consultant
The Compensation group in our Human Resources Department
supports the Compensation Committee in its work. In addition,
the Committee has the authority under its charter to engage the
services of outside advisors, experts and others to assist it.
Pursuant to this authority, the Committee engaged Mercer Human
Resource Consulting for independent guidance on executive
compensation issues in 2006 and early 2007. In April 2007,
the Mercer partner with whom the Committee had been working
became employed by Frederic W. Cook and Co, Inc. (F.W.
Cook). After a thorough review, the Committee elected in
June 2007 to continue working with this individual and
change its independent compensation consultant to F.W. Cook.
In connection with its engagement, Mercer provided the
Compensation Committee with independent advice concerning the
types and levels of compensation to be paid to the Chairman and
Chief Executive Officer and the other senior executives for
2007. Mercer assisted the Committee by providing market
compensation data (e.g., industry compensation surveys and
benchmarking data) on base pay, as
21
well as annual and long-term incentives. In addition, Mercer
advised the Committee on plan design for each element of
executive compensation, including helping to identify:
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the appropriate mix of base salary and annual and long-term
incentive compensation;
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the appropriate financial measures and weightings for annual
incentive and performance unit awards (e.g. EBITDA, Earnings per
Share and Leverage Ratio);
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the appropriate mix of long-term compensation to be paid as
stock options versus performance units; and
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the relevant industry comparator groups and the relative
weightings of total shareholder return for measuring the value
of performance units.
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The Compensation Committee did not engage F.W. Cook until after
executive compensation opportunities for 2007 had been approved.
The Compensation Committee and the Special Committee sought and
used F.W. Cooks advice in determining annual incentive
compensation with respect to performance in 2007. In addition,
the Committee considered F.W. Cooks advice in establishing
the types and levels of compensation to be paid to the
executives for 2008 and the Committee and the Special Committee
considered F.W. Cooks advice in establishing the types and
levels of compensation to be paid to the Chairman and Chief
Executive Officer for 2008. F.W. Cooks role and duties in
determining compensation opportunities for 2008 were similar to
Mercers role and duties in determining compensation
opportunities for 2007.
Review
of External Data
Each year, the Compensation Committee commissions a compensation
analysis conducted by its independent compensation consultant to
determine whether our executive compensation program is
consistent with those of other publicly-held companies of
similar size and industry.
For mid-level management positions that require technical coal
industry knowledge and experience, we use a mining comparator
group for benchmarking purposes. These positions are generally
operational in nature. None of the named executive officers held
these positions during 2007. The mining comparator group
comprises publicly-held coal companies from which we believe we
are likely to recruit for these types of positions and is
composed of CONSOL Energy, Inc., Arch Coal, Inc., Massey Energy
Company, Alpha Natural Resources, Inc., Foundation Coal
Holdings, Inc., International Coal Group, Inc., James River Coal
Company, and Westmoreland Coal Company. This is the same
comparator group as the Industry Peer Group used in connection
with our performance unit program.
Talent for other senior-level management positions and key roles
in the organization can be acquired across a broader spectrum of
companies. As such, we use both the above-mentioned mining
comparator group and a group of publicly-held companies of
similar size and complexity to assess competitiveness. This
group of companies is composed of Air Products &
Chemicals, Inc., Barrick Gold Corporation, Eastman Chemical
Company, Ecolab, Inc., Freeport-McMoRan Copper & Gold,
Goodrich Corporation, ITT Corporation, Lubrizol Corporation,
Monsanto Company, National Oilwell Varco, Inc., Newmont Mining
Corporation, Praxair, Inc., Rockwell Automation, Rohm and Haas
Company, Smith International, Inc., Southern Copper Corporation,
SPX Corporation, Inc., Teck Cominco Ltd., and Timken Company. In
addition, for international positions, we review international
companies such as Anglo American, plc, Rio Tinto, plc, and BHP
Billiton Limited when relevant compensation data is available.
Overall, the independent compensation consultants confirmed that
our executive compensation program, as structured, is
competitive. Based upon the review of the compensation plans
discussed below, peer group compensation levels and assessments
of individual and corporate performance, the Compensation
Committee assisted by its independent compensation consultants
determined that the value and design of our executive
compensation program is appropriate.
22
2007
Executive Compensation Components
For the year ended December 31, 2007, the principal
components of compensation for the named executive officers were:
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Annual Base Salary;
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Annual Incentive Compensation;
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Long-term Incentives; and
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Retirement and Other Benefits.
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Annual
Base Salary
In general, base salary for each employee, including the named
executive officers, is established based on the
individuals job responsibilities, performance and
experience, our overall budget for merit increases and the
competitive environment. In 2007, we provided a base pay
increase to our employees but, in accordance with our philosophy
of providing a strong link between pay and performance, the
exact amount of the increase (if any) varied among employees
based on their performance levels.
The Compensation Committee reviewed the 2007 base salaries of
the Chairman and Chief Executive Officer and his direct reports
to ensure competitiveness in the marketplace. Consistent with
our philosophy, the Committee (and, in the case of the Chairman
and Chief Executive Officer, the Special Committee), approved
base salary adjustments based on market information and
individual performance. The Committee will continue to review
the base salaries of our executive officers to ensure they take
into account performance, experience and retention value and
that salary levels continue to be competitive with companies of
similar size and complexity.
Annual
Incentive Compensation
Our annual incentive compensation plan provides opportunities
for key executives, including the named executive officers, to
earn annual cash incentive payments tied to the successful
achievement of pre-established objectives that support our
business strategy.
Under the plan, participants are assigned threshold, target and
maximum performance goal levels. If actual performance does not
meet the threshold level, no incentive is earned under the plan.
At threshold performance levels, the incentive that can be
earned generally equals 50% of the target incentive. The target
incentive is established through an analysis of compensation for
comparable positions in industries of similar size and
complexity and is intended to provide a competitive level of
compensation when participants achieve their performance
objectives.
Target incentive payouts generally are received for achieving
budgeted financial and safety goals and meeting individual
performance goals. Our philosophy is to set these budgeted goals
at levels that represent high levels of performance. Maximum
incentive payments generally are awarded when budgeted financial
goals and individual performance goals are significantly
exceeded. A participants annual incentive opportunity is
based upon his or her level of participation in the plan and
competitive market practices.
Awards for the named executive officers are based on achievement
of corporate and individual goals. Achievement of corporate
goals is determined by comparing our actual performance against
objective goals, and achievement of individual goals is
determined by evaluating a combination of both objective and
subjective performance measures. All goals are established by
us, and goals for the named executive officers, excluding the
Chairman and Chief Executive Officer, are reviewed and approved
by the Compensation Committee for each calendar year. The
Special Committee of the Board of Directors reviews and approves
the goals and payouts for each calendar year for the Chairman
and Chief Executive Officer for each calendar year.
23
In determining final annual incentive awards, the Chairman and
Chief Executive Officer has discretion for each of his direct
reports up to the maximum allowable award, provided that such
award is approved by the Compensation Committee; and the Special
Committee of the Board has discretion for the Chairman and Chief
Executive Officer up to the maximum allowable award.
The Compensation Committee reviews and approves annual incentive
payouts to the named executive officers, excluding the Chairman
and Chief Executive Officer. The Special Committee of the Board
of Directors reviews and approves annual incentive payouts to
the Chairman and Chief Executive Officer.
2007
Annual Incentive Measures
Based on input from management and information and advice from
its independent compensation consultant, the Special Committee
and the Compensation Committee established certain performance
measures and weightings for determining the Chairman and Chief
Executive Officers and each of the other named executive
officers 2007 annual incentive opportunity, respectively.
For 2007, the performance measures for the named executive
officers included goals for EBITDA, Earnings per Share, Leverage
Ratio, Safety and Individual Goals.
EBITDA
The EBITDA performance measure used to determine the annual
incentive is also one of the key metrics we use to measure our
operating performance, as well as an indicator of our ability to
meet debt service and capital expenditure requirements. EBITDA
is defined as income from continuing operations before deducting
early debt extinguishment costs, net interest expense, income
taxes, minority interests, asset retirement obligation expense
and depreciation, depletion and amortization.
Earnings
per Share (EPS)
We use EPS in our annual incentive plan because it is a key
metric used by outside investors to assess our profitability.
EPS is calculated by dividing income from continuing operations
by the number of total shares outstanding on a fully diluted
basis.
Leverage
Ratio
We use Leverage Ratio in our annual incentive plan to ensure our
capital structure is not too heavily weighted toward debt.
Leverage ratio is calculated by dividing total debt by the sum
of total debt, total equity and minority interest.
Safety
Safety is a core value that is integrated into all areas of our
business. In line with that philosophy, the named executive
officers annual incentive opportunity depends not only on
their contribution to promoting a culture of continuous
improvement in safety (as referenced by the Safety Discretionary
goal in the table below), but also our achievement of
quantitative safety goals. For 2007, our quantitative safety
goal was set at a 15% improvement over 2005s actual record
results.
Individual
Goals
The Individual Goals established for the named executive
officers were designed to further our business strategies and
increase shareholder value. The individual goals for each of the
named executive officers were reviewed and approved in advance
by the Compensation Committee, and the individual goals for the
Chairman and Chief Executive Officer were then reviewed and
approved in advance by the Special Committee. These goals and
objectives centered on:
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|
|
Continuous improvement in safety
|
24
|
|
|
|
|
Growth in revenue and earnings
|
|
|
|
Succession planning and building of talent pool
|
|
|
|
Mergers & acquisitions
|
|
|
|
Operational improvement
|
|
|
|
Industry and government relations
|
|
|
|
Long-term strategic direction
|
2007
Annual Incentive Payouts
The table below summarizes the actual results for these
performance goals for 2007. Actual results for EBITDA and EPS
for 2007 include the ten months of Patriot prior to the spin-off
and therefore are not comparable to similarly named measures
included in our consolidated financial statements. In 2007, we
had EBITDA of $1,026.1 million and a Leverage Ratio of
56.53%, both of which were in excess of the threshold
performance level but below the target for those goals. In 2007,
we had EPS of $1.52, which was at the threshold performance
level for this goal. However, the safety incidence rate of 3.04
was below the threshold performance level for this goal.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of Total
|
|
|
|
|
|
|
|
Measure
|
|
Award
|
|
|
Actual Results
|
|
|
Achievement
|
|
|
EBITDA
|
|
|
40.0
|
%
|
|
|
$1,026.1 million
|
|
|
|
Above Threshold
|
|
EPS
|
|
|
10.0
|
%
|
|
|
$1.52
|
|
|
|
At Threshold
|
|
Leverage Ratio
|
|
|
10.0
|
%
|
|
|
56.5
|
%
|
|
|
Above Threshold
|
|
Safety Incidence Rate
|
|
|
5.0
|
%
|
|
|
3.04
|
|
|
|
Below Threshold
|
|
Safety Discretionary
|
|
|
5.0
|
%
|
|
|
By Individual
|
|
|
|
|
|
Individual Goals
|
|
|
30.0
|
%
|
|
|
By Individual
|
|
|
|
|
|
For their 2007 performance, the Chairman and Chief Executive
Officer, the Chief Financial Officer and the other named
executive officers earned payouts under our annual incentive
plan, as reflected in the Non-Equity Incentive Plan
Compensation column of the Summary Compensation Tables on
pages 36 and 37 of this Proxy Statement. Other eligible
executives received payouts under the same annual incentive
plan. Annual incentive payouts for 2007 were based on our
achievement of quantitative goals and individual goals shown in
the table above.
The Special Committee evaluated the Chairman and Chief Executive
Officers performance in relation to these goals, and
approved the level of his 2007 payout under our annual incentive
plan accordingly. The Compensation Committee, with the Chairman
and Chief Executive Officer, evaluated the performance of each
of the other named executive officers in relation to these
goals, and approved the level of their 2007 payouts under our
annual incentive plan accordingly.
In 2007, additional special annual incentive awards were earned
by the Chairman and Chief Executive Officer, the Chief Financial
Officer, two of the three named executive officers who continue
to serve as executive officers, and several other non-executive
employees for significant accomplishments during 2007 that were
not factored into the performance measures at the beginning of
the year, but which will help us execute our strategic plan.
These accomplishments included, but were not limited to, the
successful spin-off of Patriot Coal Corporation, the
implementation in the U.S. of a new integrated information
technology system provided by SAP AG, and completion of the
financial closing with our equity partners for the Prairie State
Energy Campus. These special award amounts are reflected in the
Bonus column of the Summary Compensation Table on
page 36 of this Proxy Statement.
The following table shows the target annual incentive payout and
the applicable payout range (each shown as a percentage of base
salary) for each of the named executive officers who continues
to serve as an executive officer, his or her actual award under
our annual incentive plan, any special annual incentive
25
award received for 2007, and the combined actual and special
incentive awards as a percentage of salary earned in 2007. The
target payout and payout range for each executive is based upon
his or her level of participation in the plan and competitive
market practices.
2007
Annual Incentives Current Executive
Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Payout
|
|
|
Payout Range
|
|
|
|
|
|
|
|
|
Actual + Special
|
|
|
|
as a % of
|
|
|
as a % of
|
|
|
Actual Award
|
|
|
Special Award
|
|
|
Award as a % of
|
|
Name
|
|
Salary
|
|
|
Salary
|
|
|
($)
|
|
|
($)
|
|
|
Salary Earned
|
|
|
Current Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory H. Boyce
|
|
|
100
|
%
|
|
|
0-200
|
%
|
|
|
1,000,671
|
|
|
|
500,000
|
|
|
|
153
|
%
|
Richard A. Navarre
|
|
|
80
|
%
|
|
|
0-150
|
%
|
|
|
517,784
|
|
|
|
331,000
|
|
|
|
130
|
%
|
Eric Ford
|
|
|
80
|
%
|
|
|
0-150
|
%
|
|
|
532,105
|
|
|
|
52,000
|
|
|
|
108
|
%
|
Sharon D. Fiehler
|
|
|
80
|
%
|
|
|
0-150
|
%
|
|
|
338,701
|
|
|
|
117,000
|
|
|
|
106
|
%
|
Roger B. Walcott, Jr.
|
|
|
80
|
%
|
|
|
0-150
|
%
|
|
|
360,000
|
|
|
|
|
|
|
|
76
|
%
|
The following table shows the target annual incentive payout and
the applicable payout range (each shown as a percentage of base
salary) for each of the named executive officers who no longer
serves as an executive officer, his actual award under our
annual incentive plan, and the actual award as a percentage of
salary earned in 2007. The actual awards earned for these former
executives were prorated for the portion of 2007 during which
they were employed by us. The target payout and payout range for
each executive is based upon his level of participation in the
plan and competitive market practices.
2007
Annual Incentives Former Executive
Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Payout
|
|
|
Payout Range
|
|
|
|
|
|
Actual Award
|
|
|
|
as a % of
|
|
|
as a % of
|
|
|
Actual Award
|
|
|
as a % of Salary
|
|
Name
|
|
Salary
|
|
|
Salary
|
|
|
($)
|
|
|
Earned
|
|
|
Former Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard M. Whiting
|
|
|
80
|
%
|
|
|
0-150
|
%
|
|
|
422,193
|
|
|
|
89
|
%
|
Jiri Nemec
|
|
|
80
|
%
|
|
|
0-150
|
%
|
|
|
168,494
|
|
|
|
58
|
%
|
Long-Term
Incentive Compensation
Our long-term incentive compensation plan provides opportunities
for key executives to earn equity interests if certain
pre-established long-term (greater than one year) objectives are
successfully achieved.
The Chairman and Chief Executive Officer and other named
executive officers receive long-term incentive compensation
through annual awards of stock options and performance units.
The targeted value of these awards is split evenly between stock
options and performance units.
For 2007, the Special Committee awarded stock options and
performance units to the Chairman and Chief Executive Officer
with a total grant date fair value of 350% of his base salary.
In approving this award, the Special Committee considered the
advice of its independent compensation consultant, as well as
available benchmarking data and the perceived retention value of
the award.
The Compensation Committee approved a long-term incentive
opportunity for each of the named executive officers through
annual awards of stock options and performance units. The
targeted value of these awards, shown in the tables below, is
split evenly between stock options and performance units. The
Committee intends that these long-term incentive opportunities
be competitive and based on our actual performance. When
evaluating awards to be granted, the Compensation Committee and
the Special Committee considered competitive market data and the
perceived retention value of the award.
26
2007
Long-Term Incentive Awards Current Executive
Officers
|
|
|
|
|
|
|
Target Award as a %
|
|
Name
|
|
of Salary
|
|
|
Current Officers
|
|
|
|
|
Gregory H. Boyce
|
|
|
350
|
%
|
Richard A. Navarre
|
|
|
250
|
%
|
Eric Ford
|
|
|
250
|
%
|
Sharon D. Fiehler
|
|
|
200
|
%
|
Roger B. Walcott, Jr.
|
|
|
200
|
%
|
2007
Long-Term Incentive Awards Former Executive
Officers
|
|
|
|
|
|
|
Target Award as a %
|
|
Name
|
|
of Salary
|
|
|
Former Officers
|
|
|
|
|
Richard M. Whiting
|
|
|
245
|
%
|
Jiri Nemec
|
|
|
200
|
%
|
Stock
Options
Our stock option program is a long-term plan designed to create
a direct link between executive compensation and increased
shareholder value, provide an opportunity for increased equity
ownership by executives, and maintain competitive levels of
total compensation opportunity.
The Compensation Committee and Special Committee meet in
December of each year to evaluate, review and approve the annual
stock option award design and level of award for each named
executive officer and the Chairman and Chief Executive Officer.
The Committees approve stock option awards prospectively. For
example, the annual stock option awards are approved in early
December for granting on the first business day in January at
our closing market price per share on the grant date. The
Compensation Committee
and/or the
Special Committee may occasionally approve stock option awards
other than on the first business day of the year, due to
promotions or new hires. In these cases the Compensation
Committee or the Special Committee approves the award in advance
of the grant date, and the stock option grant is awarded on the
determined date with an exercise price equal to our closing
market price per share on such date. We use a Black-Scholes
valuation model to establish the grant-date fair value of
all stock option grants.
All stock options are granted at an exercise price equal to the
closing market price of our Common Stock on the date of grant.
Accordingly, those stock options will have intrinsic value to
employees only if the market price of our Common Stock increases
after that date. Stock options generally vest in one-third
increments over a period of three years or cliff vest after
three years; however, options will immediately vest upon a
change of control or a recapitalization event or upon the
holders death or disability. If the holder terminates
employment without good reason (as defined in his or her
employment agreement), all unvested stock options are forfeited.
Stock options expire ten years from the date of grant.
Performance
Units
Similar to the stock option program, our performance unit
program is a long-term plan designed to create a direct link
between executive compensation and increased shareholder value,
and maintain competitive levels of total compensation. In
addition, our performance unit program is designed in part to
reward executives for the achievement of strong financial
returns on investment. Certain key executives are eligible to
receive long-term incentive awards in the form of performance
units.
Performance units granted in 2007 will be payable, if earned, in
shares of our Common Stock. The percentage of the performance
units earned is based on our total shareholder return
(TSR) over a period
27
beginning January 3, 2007 and ending December 31, 2009
relative to an industry comparator group (the Industry Peer
Group) and the S&P 500 Index (together weighted as 50% of
the total award) and EBITDA Return on Invested Capital (weighted
as 50% of the total award) over the same performance period.
TSR measures cumulative stock price appreciation plus dividends.
The Industry Peer Group is generally perceived to be subject to
similar market conditions and investor reactions as the Company
and for purposes of the 2007 award consisted of Alpha Natural
Resources, Inc., Arch Coal, Inc., CONSOL Energy Inc., Foundation
Coal Holdings, Inc., International Coal Group, James River Coal
Company, Massey Energy Company and Westmoreland Coal Company. At
the time of the 2007 award, we were included in the S&P 500
Index. The Industry Peer Group is weighted at 30% of the total
award, while the S&P 500 Index is weighted at 20% of the
total award.
For purposes of the performance units granted in 2007, EBITDA
Return on Invested Capital is defined as:
|
|
|
|
|
EBITDA, where EBITDA is based on income from continuing
operations before deducting early debt extinguishment costs, net
interest expense, income taxes, minority interests, asset
retirement obligation expense and depreciation, depletion and
amortization, divided by
|
|
|
|
Average Total Capital, where Average Total Capital is determined
based on average annual debt, plus average annual equity, plus
average annual accounts receivable securitization less average
annual cash.
|
Performance unit payout formulas are as follows:
|
|
|
|
|
Threshold payouts (equal to 50% of the number of target
performance units granted) begin for TSR performance at the
40th percentile of the Industry Peer Group, the
35th percentile of the S&P 500 Index and a threshold
goal for three-year EBITDA Return on Invested Capital.
|
|
|
|
Target payouts (equal to 100% of the number of target
performance units granted) are earned for performance at the
55th percentile of the Industry Peer Group,
50th percentile of the S&P 500 Index and a target goal
for three-year EBITDA Return on Invested Capital.
|
|
|
|
Maximum payouts (equal to 200% of the number of target
performance units granted) are earned for performance at the
80th percentile of the Industry Peer Group, the
75th percentile of the S&P 500 Index and a maximum
goal for three-year EBITDA Return on Invested Capital.
|
|
|
|
Payouts are ratably adjusted for performance between threshold
and target, and between target and maximum levels.
|
|
|
|
No payouts will be made if TSR over the performance period is
negative and performance is below the 50th percentile of
the Industry Peer Group. Also, the maximum payout cannot exceed
150% of the number of target performance units granted if TSR
over the performance period is negative and performance is at or
above the 50th percentile of the Industry Peer Group.
|
The number of target performance units granted is determined
using a price that equals the average closing market price per
share of our Common Stock during the four weeks of trading
immediately following the date of grant.
Our TSR over the performance period is based on the average
closing price during the first four weeks compared to the
average closing price during the last four weeks of trading in
the performance cycle. Units vest monthly over, and are payable
subject to the achievement of performance goals at the
conclusion of, the measurement period. Upon a change of control,
a recapitalization event or the holders retirement or
termination without cause, the holder would receive payment from
us in proportion to the number of vested performance units based
upon performance as of the date the event occurs. Upon the
holders death or disability, the holder would receive
payment from us for 100% of performance units
28
outstanding as of the date the event occurs. If the holder
terminates employment without good reason (as defined in his or
her employment agreement), all performance units are forfeited.
Retirement
Benefits
Defined
Contribution Plan
We maintain a defined contribution retirement plan and other
health and welfare benefit plans for our employees. Named
executive officers participate in these plans on the same terms
as other eligible employees, subject to any legal limits on the
amount that may be contributed by or paid to executives under
the plans.
Pension
Plan
Our Salaried Employees Retirement Plan, or pension plan, is a
defined benefit plan. The pension plan provides a
monthly annuity to eligible salaried employees when they retire.
An employee must have at least five years of service to be
vested in the pension plan. A full benefit is available to a
retiree at age 62. A retiree can begin receiving a benefit
as early as age 55; however, a 4% reduction factor applies
for each year a retiree receives a benefit prior to age 62.
We announced in February 1999 that the pension plan would be
phased out beginning January 1, 2001. Certain transition
benefits were introduced based on the age and service of the
employee at December 31, 2000: (1) employees
age 50 or older continue to accrue service at 100%;
(2) employees between the ages of 45 and 49 or under
age 45 with 20 years or more of service continue to
accrue service at the rate of 50% for each year of service
worked after December 31, 2000; and (3) employees
under age 45 with less than 20 years of service have
had their pension benefits frozen. In all cases, final average
earnings for retirement purposes are capped at December 31,
2000 levels.
Excess
Defined Benefit and Excess Defined Contribution Retirement
Plan
We maintain one excess defined benefit retirement plan and one
excess defined contribution plan that provide retirement
benefits to executives, which include the named executive
officers, whose pay exceeds legislative limits for qualified
defined contribution and pension plans.
Other
Benefits Provided by the Company
The following benefits are provided by us to the named executive
officers and all other employees.
Medical Benefits. Employees have a choice of
three coverage options. Each option covers the same services and
supplies, but differs in the amount of its deductibles,
co-payments and out-of-pocket limits. Employees located in
St. Louis can also elect coverage through an HMO. Employees
pay on average 20% of the monthly cost.
Dental Benefits. The plan covers preventive,
basic and major services for employees and their dependents.
Orthodontia care is also provided for eligible dependents.
Preventive care is covered at 100%. Basic services are covered
at 80% and major and orthodontia services at 60% after the
applicable deductibles are met. The plan has an annual maximum
of $1,000 for preventive, basic and major care and a lifetime
maximum of $1,000 for orthodontia. Employees pay on average 20%
of the monthly cost.
Vision Benefits. Employees can elect optional
vision coverage, and pay the entire cost. If this coverage is
elected, benefits are provided for eye examinations once every
12 months. Vision care benefits also include coverage for
eyeglass lenses and frames, or contact lenses, once every
24 months.
Employee Retirement Account. Employees can
elect to put 1% to 60% of their salary into the plan, up to
limits determined by the Internal Revenue Service using
before-tax money, after-tax money, or both. We match 100% of
contributions up to 6% of base salary. Employees may also be
eligible for an additional annual performance contribution equal
to as much as 6% of base salary, based on our
29
performance for the fiscal year. Amounts that exceed the IRS
limits are placed in a supplemental plan, if the executive makes
such an election.
Employee Stock Purchase Plan (ESPP). Through
the ESPP, employees have the opportunity to purchase our Common
Stock at a discount. Employees can choose to participate in the
plan at any rate between 1% and 15% of base salary for the
offering period and can purchase up to $25,000 of shares at fair
market value in a calendar year. At the end of the offering
period, contributions are used to buy shares of our Common Stock
at a discounted price. The price for the shares is 85% of the
closing market price on the first or last day of the offering
period, whichever is lower. Employees are required to hold any
shares acquired under the ESPP for a minimum of 18 months
after the purchase date.
Life Insurance. Employees receive a basic
benefit equal to one times annual base salary. In addition,
employees may choose additional coverage, from one to four times
annual base salary, through the supplemental life insurance
program. Coverage is also available for a spouse in the amount
of $10,000 or $20,000
and/or
eligible children in the amounts of $5,000 or $10,000 per child.
Business Travel Accident. For accidental
death, paralysis, or loss of hands, feet, hearing or sight due
to an accident while traveling for us, the plan pays all or part
of a principal sum depending on the loss. This
principal sum is equal to five times base annual salary, with a
$500,000 maximum and $150,000 minimum.
Accidental Death and Dismemberment
(AD&D). We provide a benefit equal to three
times annual base salary. All or a portion of the coverage
amount is paid for the loss of hands, feet, sight, speech,
hearing or paralysis. In addition, through the optional
AD&D program, employees may choose supplemental coverage in
any amount from $10,000 to $500,000, in multiples of $10,000.
Employees may also choose optional AD&D coverage for their
family. Coverage for their spouse and eligible dependent
children will be based on a percentage of their own optional
coverage amount.
Short-Term Disability. If an employee becomes
disabled, we provide a short-term disability benefit for up to
180 days. For employees with less than five years service,
the plan pays 100% of monthly basic salary for the first
30 days of disability and 60% for 150 additional days of
disability. For employees with five or more years of service,
the plan pays 100% of basic monthly salary for up to
180 days of disability.
Long-Term Disability (LTD). If an employee is
disabled for longer than 180 days, the LTD plan begins to
pay a monthly benefit equal to 60% of basic monthly salary.
Health Care Flexible Spending
Account. Employees can deposit before-tax money
from $120 to $5,000 per year into an account through payroll
deductions to pay for a wide range of health care expenses not
covered by the medical, dental or vision plan, including some
over-the-counter drugs, deductibles and co-payments.
Dependent Care Flexible Spending
Account. Employees can deposit before-tax money
from $120 to $5,000 per year into an account through payroll
deductions to pay for day care for a child or dependent disabled
adult.
Vacation. All employees are eligible for
vacation based on years of service. Each of the named executive
officers who currently serves as an executive officer is
eligible for 25 days of vacation each year.
Holidays. We provide 12 paid holidays each
year.
Perquisites
We provided certain perquisites to senior management in 2007.
30
Company Aircraft. Our aircraft may be used in
the following situations:
|
|
|
|
|
Senior management may use the aircraft for company business
purposes;
|
|
|
|
Spouses/partners may accompany senior management members on the
corporate aircraft for company business purposes;
|
|
|
|
On rare occasions, non-employee directors, when traveling on
company business, may be accompanied by a spouse/partner.
|
Relocation. We generally provide relocation
benefits to newly-hired officers or officers that have been
asked by us to relocate to a new location. These benefits
typically include payment for the costs of relocation, temporary
housing, additional personal leave and associated tax
gross-ups.
Other Perquisites. We do not provide or
reimburse the cost of country club memberships or the purchase
or lease of a vehicle for any officer.
Share
Ownership Guidelines
Both management and the Board of Directors believe our
executives and directors should acquire and retain a significant
amount of our Common Stock in order to further align their
interests with those of shareholders.
Under our share ownership guidelines, the Chairman and Chief
Executive Officer is encouraged to acquire and retain Common
Stock having a value equal to at least five times his base
salary. Other named executive officers are encouraged to acquire
and retain Common Stock having a value equal to at least three
times their base salary. All such executives are encouraged to
meet these ownership levels within five years after assuming
their executive positions.
The following table summarizes the ownership of Company Common
Stock as of December 31, 2007 by the named executive
officers who currently serve as executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ownership
|
|
|
Actual
|
|
|
|
|
|
|
|
|
|
Guidelines,
|
|
|
Ownership
|
|
|
|
Share Ownership
|
|
|
Share Ownership
|
|
|
Relative to Base
|
|
|
Relative to Base
|
|
Name
|
|
(#)(1)
|
|
|
($)(2)
|
|
|
Salary
|
|
|
Salary
|
|
|
Gregory H.
Boyce(3)
|
|
|
190,931
|
|
|
|
11,768,987
|
|
|
|
5x
|
|
|
|
11.9x
|
|
Richard A. Navarre
|
|
|
81,313
|
|
|
|
5,012,133
|
|
|
|
3x
|
|
|
|
7.5x
|
|
Eric
Ford(4)
|
|
|
13,177
|
|
|
|
812,230
|
|
|
|
3x
|
|
|
|
1.2x
|
|
Sharon D. Fiehler
|
|
|
76,453
|
|
|
|
4,712,563
|
|
|
|
3x
|
|
|
|
10.8x
|
|
Roger B. Walcott, Jr.
|
|
|
43,186
|
|
|
|
2,661,985
|
|
|
|
3x
|
|
|
|
5.5x
|
|
|
|
|
(1) |
|
Includes shares acquired through the 401(k) plan and the
Employee Stock Purchase Plan, but excludes shares issuable upon
the exercise of stock options. |
|
(2) |
|
Calculated based on our closing market price per share on the
last trading day of 2007, $61.64. |
|
(3) |
|
Share ownership includes 86,602 phantom shares granted to
Mr. Boyce on October 1, 2003 under the terms of his
employment agreement, which have been adjusted to reflect the
spin-off of Patriot Coal Corporation on October 31, 2007. |
|
(4) |
|
Mr. Ford joined us on March 6, 2007. |
Also under our share ownership guidelines for directors,
directors are encouraged to acquire and retain Common Stock
having a value equal to at least three times their base annual
retainer. Directors are encouraged to meet these ownership
levels by the later of December 31, 2007 or three years
after joining the Board.
31
The following table summarizes the ownership of our Common Stock
as of December 31, 2007 by each of our current non-employee
directors.
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|
Ownership
|
|
|
Ownership
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|
|
|
|
|
|
|
|
|
Guidelines, Relative
|
|
|
Relative to
|
|
|
|
Share Ownership
|
|
|
Share Ownership
|
|
|
to Annual
|
|
|
Annual
|
|
Name(1)
|
|
(#)
|
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|
($)(2)
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|
Retainer(3)
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Retainer(3)
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Non-Employee Directors
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|
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|
|
|
|
|
|
William A. Coley
|
|
|
6,385
|
|
|
|
393,571
|
|
|
|
3
|
x
|
|
|
5.3
|
x
|
Henry Givens, Jr.
|
|
|
6,385
|
|
|
|
393,571
|
|
|
|
3
|
x
|
|
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5.3
|
x
|
William E. James
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|
|
9,381
|
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|
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578,245
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3
|
x
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7.7
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x
|
Robert B. Karn III
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|
17,603
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|
|
|
1,085,049
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|
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3
|
x
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14.5
|
x
|
Henry E. Lentz
|
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|
6,093
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|
|
|
375,573
|
|
|
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3
|
x
|
|
|
5.0
|
x
|
William C. Rusnack
|
|
|
9,493
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|
|
|
585,149
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|
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3
|
x
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7.8
|
x
|
James R. Schlesinger
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9,509
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|
|
586,135
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|
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3
|
x
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7.8
|
x
|
Blanche M. Touhill
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|
9,509
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|
|
|
586,135
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|
|
|
3
|
x
|
|
|
7.8
|
x
|
John F.
Turner(4)
|
|
|
3,455
|
|
|
|
212,966
|
|
|
|
3
|
x
|
|
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2.8
|
x
|
Sandra Van Trease
|
|
|
17,173
|
|
|
|
1,058,544
|
|
|
|
3
|
x
|
|
|
14.1
|
x
|
Alan H. Washkowitz
|
|
|
6,093
|
|
|
|
375,573
|
|
|
|
3
|
x
|
|
|
5.0
|
x
|
|
|
|
(1) |
|
Mr. Boyces stock ownership is shown in the table for
named executive officers who currently serve as executive
officers. |
|
(2) |
|
Value is calculated based on the closing market price per share
of our Common Stock on the last trading day of 2007, $61.64. |
|
(3) |
|
The base annual retainer for the non-employee directors in 2007
was $75,000. |
|
(4) |
|
Mr. Turner joined the Board of Directors in July 2005. |
Employment
Agreements
The Compensation Committee, in consultation with a prior
independent compensation consultant, approved the terms of all
senior executive employment agreements, including the agreement
for the Chairman and Chief Executive Officer. The terms of those
agreements, including the provision of post-termination
benefits, were structured to attract and retain persons believed
to be key to our success, as well as to be competitive with
compensation practices for executives in similar positions at
companies of similar size and complexity. In assessing whether
the terms of the employment agreements were competitive, the
Committee received advice from its independent compensation
consultant(s) and reviewed appropriate salary surveys and
industry benchmarking data. During 2008, all senior executive
employment agreements will be reviewed and amended as necessary
to comply with Internal Revenue Code Section 409A.
The Chairman and Chief Executive Officers employment
agreement has a structure similar to the employment agreements
of the other named executive officers. However, some amounts
payable to him under his agreement were intended to compensate
him for amounts he forfeited in leaving his former employer. Our
Executive Vice President and Chief Operating Officers
employment agreement also includes amounts payable that were
intended to compensate him for amounts he forfeited in leaving
his former employer. These additional amounts payable to these
two executives are not applicable to the other named executive
officers.
The Chairman and Chief Executive Officers employment
agreement provides for a three-year term that extends day-to-day
so that there is at all times remaining a term of three years.
Following a termination other than for cause or resignation for
good reason, the Chairman and Chief Executive Officer would be
entitled to the following benefits, payable in either
(a) equal installments over three years or (b) a lump
sum, as determined by the Board of Directors: (1) three
times base salary and (2) three
32
times the higher of (A) the target annual incentive or
(B) the average of the actual annual incentive paid in the
three prior years. In addition, he would be entitled to a
one-time prorated annual incentive for the year of termination
(based on our actual performance multiplied by a fraction, the
numerator of which is the number of business days he was
employed during the year of termination, and the denominator of
which is the total number of business days during that year),
payable when annual incentives, if any, are paid to other
executives. He would also be entitled to receive qualified and
nonqualified retirement, life insurance, medical and other
benefits for three years. In addition, following a termination
other than for cause or resignation for good reason (as defined
in the employment agreement), he would be paid a lump sum of
$800,000. If the Chairman and Chief Executive Officer were to
terminate his employment for any reason on or after age 55
or die or became disabled, the lump sum of $800,000 would also
be paid. Upon termination other than for cause, resignation for
good reason, death, disability, or termination for any reason
after reaching age 55, he would be entitled to deferred
compensation payable in cash in one of the following amounts: if
termination occurred (a) prior to age 55, the greater
of (1) the cash equivalent of the fair market value of
86,602 shares of Common Stock on October 1, 2003 plus
interest or (2) an amount equal to the fair market value of
86,602 shares of Common Stock on the date of termination;
(b) on or after age 55 but prior to age 62, the
greater of (1) the amount referenced in (a) on the
date of termination, (2) $1.6 million, reduced by
0.333% for each month that termination occurs before reaching
age 62, or (3) the fair market value of
86,602 shares of Common Stock on the date of termination;
(c) on or after age 62, the greater of the amount
referenced in (b) on the date of termination or
$1.6 million. If he were to terminate for any other reason
prior to reaching age 55, the deferred compensation amount
would be forfeited.
Other named executive officers employment agreements have
two-year terms which extend day-to-day so that there is at all
times a remaining term of two years. Following termination other
than for cause or resignation for good reason (as defined in the
employment agreements), the other current named executive
officers would be entitled to the following benefits, payable in
either (a) equal installments over two years or (b) a
lump sum, as determined by the Chairman and Chief Executive
Officer and the Board of Directors: (1) two times base
salary and (2) two times the higher of (A) the target
annual incentive or (B) the average of the actual annual
incentive paid in the three prior years. In addition, the other
current named executive officers would be entitled to (1) a
one-time prorated annual incentive for the year of termination
(based on our actual performance multiplied by a fraction, the
numerator of which is the number of business days the executive
officer was employed during the year of termination, and the
denominator of which is the total number of business days during
that year), payable when annual incentives, if any, are paid to
our other executives, and (2) qualified and nonqualified
retirement, pension (if applicable), life insurance, medical and
other benefits for the two-year period following termination.
In addition, if our Executive Vice President and Chief Operating
Officers employment with us were to terminate for any
reason on or after age 55 or if he should die or became
disabled, a lump sum of $800,000 would be paid to him. If his
employment were to terminate for any reason other than death or
disability prior to reaching age 55, the lump sum payment
of $800,000 would be forfeited.
Under all executives employment agreements, we are not
obligated to provide any benefits under tax qualified plans that
are not permitted by the terms of each plan or by applicable law
or that could jeopardize the plans tax status. Continuing
benefit coverage will terminate to the extent an executive is
offered or obtains comparable coverage from any other employer.
The employment agreements provide for confidentiality during and
following employment, and include a noncompetition and
nonsolicitation agreement that is effective during and for one
year following employment. If an executive breaches any of his
or her confidentiality, noncompetition or nonsolicitation
agreements, the executive will forfeit any unpaid amounts or
benefits. To the extent that excise taxes are incurred by an
executive as a result of excess parachute payments,
as defined by IRS regulations, we will pay additional amounts so
that the executives would be in the same financial position as
if the excise taxes were not incurred.
33
Named
Former Executive Officers
On October 31, 2007, we completed the spin-off of our
wholly owned subsidiary, Patriot Coal Corporation
(Patriot), which was accomplished through a special
dividend of all outstanding shares of Patriot to our
shareholders. On that same date, Richard M. Whiting elected to
resign from his position as our Executive Vice President and
Chief Marketing Officer so that he could become Patriots
President and Chief Executive Officer, and Jiri Nemec elected to
resign from his position as our Group Vice President Eastern
Operations so that he could become Patriots Senior Vice
President and Chief Operating Officer.
Even though Messrs. Whiting and Nemec terminated their
employment with us in October 2007, their compensation
information is included in this Proxy Statement as required by
SEC rules. To avoid confusion on the part of investors, we have
included separate executive compensation tables for these former
executive officers, which in each case immediately follow the
executive compensation tables for the named executive officers
who currently serve as executive officers. This is consistent
with our treatment of the Patriot business as a discontinued
operation for financial reporting purposes wherein
Patriots operating results and financial condition are
clearly segmented in our financial statements.
Pursuant to their termination arrangements with us,
Messrs. Whiting and Nemec received special grants of
restricted stock and Common Stock to compensate them for
unvested stock options that were forfeited upon leaving us to
join Patriot. Our 2007 compensation expense related to these
awards is included in the Stock Awards column of the
Summary Compensation Table on page 37. Messrs. Whiting
and Nemec also received pro-rata annual incentive plan awards
for 2007, which are included in the Non-Equity Incentive
Plan Compensation column in the Summary Compensation Table
on page 37. Additional information regarding these
termination agreements can be found under the caption
Termination Arrangements with Former Executive
Officers beginning on page 56 of this Proxy
Statement.
34
REPORT OF
THE COMPENSATION COMMITTEE
The Compensation Committee has reviewed and discussed with
management the Companys disclosures under
Compensation Discussion and Analysis beginning on
page 20 of this Proxy Statement.
Based on such review and discussion, the Compensation Committee
recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in this Proxy Statement and
incorporated by reference in the Companys annual report on
Form 10-K
for the fiscal year ended December 31, 2007 for filing with
the Securities and Exchange Commission.
MEMBERS OF THE COMPENSATION COMMITTEE:
ROBERT B. KARN III, CHAIR
WILLIAM A. COLEY
HENRY E. LENTZ
JOHN F. TURNER
35
SUMMARY
COMPENSATION TABLES
The following table summarizes the total compensation paid to
the Chairman and Chief Executive Officer, the Chief Financial
Officer and the three other most highly compensated executive
officers currently employed by us for their service to us during
the fiscal years ended December 31, 2007 and 2006.
Long-term incentive awards to these officers include both
performance units (reflected in the Stock Award
column below) and stock options (reflected in the Option
Awards column below). The value reflected in each of these
columns is the compensation expense associated with equity
awards for each executive, recognized for financial statement
reporting purposes in accordance with FAS 123R.
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|
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|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
and Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
qualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Compensation
|
|
All Other
|
|
|
|
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
Total
|
Name and Principal Position
|
|
Year
|
|
($)
|
|
($)(1)
|
|
($)(2)
|
|
($)(2)(3)
|
|
($)(4)
|
|
($)(5)
|
|
($)(6)
|
|
($)
|
|
Current Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory H. Boyce
|
|
|
2007
|
|
|
|
980,000
|
|
|
|
500,000
|
|
|
|
4,721,158
|
(7)
|
|
|
1,271,485
|
|
|
|
1,000,671
|
|
|
|
|
|
|
|
119,572
|
|
|
|
8,592,886
|
|
Chairman and Chief Executive Officer
|
|
|
2006
|
|
|
|
887,500
|
|
|
|
|
|
|
|
2,518,725
|
(8)
|
|
|
914,761
|
|
|
|
1,329,620
|
|
|
|
|
|
|
|
118,977
|
|
|
|
5,769,583
|
|
Richard A.
Navarre(9)
|
|
|
2007
|
|
|
|
655,000
|
|
|
|
331,000
|
|
|
|
947,303
|
|
|
|
970,685
|
|
|
|
517,784
|
|
|
|
|
|
|
|
76,069
|
|
|
|
3,497,841
|
|
President and Chief Commercial Officer
|
|
|
2006
|
|
|
|
612,500
|
|
|
|
|
|
|
|
1,782,473
|
|
|
|
775,273
|
|
|
|
850,000
|
|
|
|
12,326
|
|
|
|
85,782
|
|
|
|
4,118,354
|
|
Eric Ford
|
|
|
2007
|
|
|
|
541,667
|
|
|
|
52,000
|
|
|
|
1,744,886
|
(10)
|
|
|
234,752
|
|
|
|
532,105
|
|
|
|
|
|
|
|
981,693
|
|
|
|
4,087,103
|
|
Executive Vice President and Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
Sharon D.
Fiehler(11)
|
|
|
2007
|
|
|
|
430,250
|
|
|
|
117,000
|
|
|
|
410,506
|
|
|
|
559,794
|
|
|
|
338,701
|
|
|
|
|
|
|
|
53,228
|
|
|
|
1,909,479
|
|
Executive Vice President and Chief Administrative Officer
|
|
|
2006
|
|
|
|
408,000
|
|
|
|
|
|
|
|
877,306
|
|
|
|
453,722
|
|
|
|
500,000
|
|
|
|
27,160
|
|
|
|
59,171
|
|
|
|
2,325,359
|
|
Roger B. Walcott, Jr.
|
|
|
2007
|
|
|
|
475,000
|
|
|
|
|
|
|
|
439,642
|
|
|
|
389,732
|
|
|
|
360,000
|
|
|
|
|
|
|
|
55,138
|
|
|
|
1,719,512
|
|
Executive Vice President
|
|
|
2006
|
|
|
|
452,500
|
|
|
|
|
|
|
|
844,467
|
|
|
|
291,382
|
|
|
|
500,000
|
|
|
|
10,830
|
|
|
|
58,046
|
|
|
|
2,157,225
|
|
|
|
|
(1) |
|
Amounts included in this column for 2007 represent additional
special annual incentive awards earned for significant
accomplishments completed by us in 2007 that were not factored
into the performance measures at the beginning of the year, but
which will help us execute our strategic plan. These
accomplishments included but were not limited to the successful
spin-off of Patriot Coal Corporation, the implementation in the
U.S. of a new integrated information technology system provided
by SAP AG, and completion of the financial closing with the
equity partners for the Prairie State Energy Campus. The
material terms of these awards are described under the caption
Annual Incentive Compensation in the Compensation
Discussion and Analysis beginning on page 23 of this Proxy
Statement. |
|
(2) |
|
Amounts in the Stock Awards and Option Awards columns represent
the respective amounts of expense recognized for financial
statement reporting purposes in 2006 and 2007 in accordance with
FAS 123R. A discussion of the relevant fair value
assumptions is set forth in note 18 to our consolidated
financial statements included in our 2007 Annual Report. We
caution that the amount ultimately realized from the stock and
option awards will likely vary based on a number of factors,
including our actual operating performance, stock price
fluctuations and the timing of exercises (in the case of options
only) and sales. |
|
(3) |
|
The Option Awards values reported for 2006 have been restated to
reflect the 2006 compensation expense recognized for financial
statement reporting purposes in accordance with FAS 123R. |
36
|
|
|
(4) |
|
Amounts in this column represent awards under our annual
incentive plan. The material terms of the 2007 awards are
described under the caption Annual Incentive
Compensation in the Compensation Discussion and Analysis
section beginning on page 23 of this Proxy Statement. |
|
(5) |
|
The actual change in pension values for 2007, which resulted
from an increase in the discount rate from 6.0% to 6.75%, is as
follows: Mr. Navarre, ($19,313); Ms. Fiehler,
($31,790); and Mr. Walcott, ($11,830). See page 50 of
this Proxy Statement for further discussion about the Pension
Plan. |
|
(6) |
|
Amounts included in this column for 2007 are described in the
All Other Compensation table on page 39 of this Proxy
Statement. |
|
(7) |
|
The 2007 compensation expense recognized for financial statement
reporting purposes in accordance with FAS 123R for
outstanding phantom stock and restricted stock awards to
Mr. Boyce was $2,999,242, and is included in the amount
reported. |
|
(8) |
|
The Stock Awards value reported for 2006 for Mr. Boyce
inadvertently excluded the portion of compensation expense
related to restricted stock awarded to him in 2003 pursuant to
the terms of his restricted stock agreement dated
October 1, 2003. The 2006 compensation expense recognized
for financial statement reporting purposes in accordance with
FAS 123R for all outstanding restricted stock awarded to
Mr. Boyce was $192,903, and is included in the amount
reported for 2006. |
|
(9) |
|
During 2007, Mr. Navarre served as our Chief Financial
Officer and Executive Vice President Corporate Development.
Effective January 1, 2008, Mr. Navarres
principal position became President and Chief Commercial
Officer. He will continue to serve as Chief Financial Officer
until his successor is elected. |
|
(10) |
|
Mr. Ford received a restricted stock award of
54,198 shares on March 6, 2007 pursuant to the terms
of his employment agreement dated December 23, 2006. The
2007 compensation expense recognized for financial statement
reporting purposes in accordance with FAS 123R was
$1,425,191, and is included in the amount reported for 2007. The
grant date fair value of this award determined under
FAS 123R for financial reporting purposes is included in
the Grants of Plan-Based Awards in 2007 table on page 40 of
this Proxy Statement. |
|
(11) |
|
During 2007, Ms. Fiehler served as our Executive Vice
President Human Resources and Administration. Effective
January 1, 2008, Ms. Fiehlers principal position
became Executive Vice President and Chief Administrative Officer. |
The following table summarizes the total compensation paid by us
to two former executive officers who were no longer serving as
executive officers at the end of 2007 as a result of the
spin-off of our wholly-owned subsidiary Patriot Coal Corporation
(Patriot) on October 31, 2007, which was
accomplished through a special dividend of all outstanding
shares of Patriot to our shareholders. On that same date,
Richard M. Whiting elected to resign from his position as our
Executive Vice President and Chief Marketing Officer so that he
could become Patriots President and Chief Executive
Officer, and Jiri Nemec elected to resign from his position as
our Group Vice President Eastern Operations so that
he
37
could become Patriots Senior Vice President and Chief
Operating Officer. Their compensation information for their
service to us is included in this Proxy Statement as required by
SEC rules.
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Change in
|
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Pension Value
|
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and Non-
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qualified
|
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|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Compensation
|
|
All Other
|
|
|
|
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
Total
|
Name and Principal Position
|
|
Year
|
|
($)
|
|
($)
|
|
($)(1)
|
|
($)(1)(2)
|
|
($)(3)
|
|
($)(4)
|
|
($)(5)
|
|
($)
|
|
Former Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard M. Whiting
|
|
|
2007
|
|
|
|
473,875
|
|
|
|
|
|
|
|
3,918,212
|
(6)
|
|
|
1,561,226
|
|
|
|
422,193
|
|
|
|
|
|
|
|
90,875
|
|
|
|
6,466,381
|
|
Former Executive Vice President and Chief Marketing Officer
|
|
|
2006
|
|
|
|
540,750
|
|
|
|
|
|
|
|
1,334,488
|
|
|
|
629,443
|
|
|
|
700,000
|
|
|
|
137,567
|
|
|
|
67,879
|
|
|
|
3,410,127
|
|
Jiri Nemec
|
|
|
2007
|
|
|
|
291,500
|
|
|
|
|
|
|
|
1,930,347
|
(7)
|
|
|
3,165,856
|
|
|
|
168,494
|
|
|
|
|
|
|
|
51,423
|
|
|
|
5,607,620
|
|
Former Group Vice President Eastern Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amounts in the Stock Awards and Option Awards columns represent
the respective amounts of expense recognized for financial
statement reporting purposes in 2006 and 2007 in accordance with
FAS 123R. A discussion of the relevant fair value
assumptions is set forth in note 18 to our consolidated
financial statements included in our 2007 Annual Report. We
caution that the amount ultimately realized from the stock and
option awards will likely vary based on a number of factors,
including our actual operating performance, stock price
fluctuations and the timing of exercises (in the case of options
only) and sales. |
|
(2) |
|
The Option Awards values reported for 2006 have been restated to
reflect the 2006 compensation expense recognized for financial
statement reporting purposes in accordance with FAS 123R. |
|
(3) |
|
Amounts in this column represent awards under our annual
incentive plan. The material terms of the 2007 awards are
described under the caption Annual Incentive
Compensation in the Compensation Discussion and Analysis
section beginning on page 23 of this Proxy Statement. |
|
(4) |
|
The actual change in pension values for 2007, which resulted
from an increase in the discount rate from 6.0% to 6.75%, is as
follows: Mr. Whiting, ($79,352); and Mr. Nemec,
($16,939). For Mr. Whiting only, the change in pension
value was also attributable to additional credited service under
the plan. In accordance with the terms of the phase-out of the
pension plan, Mr. Whiting continued to accrue credited
service under the plan at the rate of 50% for each year of
actual service; his service accrual under the plan ended
October 31, 2007. See page 50 of this Proxy Statement
for further discussion about the Pension Plan. |
|
(5) |
|
Amounts included in this column for 2007 are described in the
All Other Compensation table on page 40 of this Proxy
Statement. |
|
(6) |
|
Mr. Whiting received restricted stock awards of
38,583 shares on October 12, 2007 and
9,449 shares on October 30, 2007 pursuant to the terms
of his transition letter agreement dated May 4, 2007, in
recognition of the conversion of stock option awards granted to
him in 2006 and 2007 to equivalent restricted shares, that
vested upon the completion of the spin-off of Patriot on
October 31, 2007. Mr. Whiting also received an
unrestricted stock award of 44,155 shares on
November 1, 2007 pursuant to the terms of his transition
letter agreement dated May 4, 2007, in recognition of stock
option awards granted prior to 2006 and scheduled to vest after
January 3, 2008, that were accelerated upon the completion
of the spin-off of Patriot on October 31, 2007. These
awards were made in order to compensate Mr. Whiting for the
value of unvested stock options that were forfeited upon
termination of his employment with us. Our 2007 compensation
expense recognized for financial statement reporting purposes
for these awards in accordance with FAS 123R was
$2,524,092, and is included in the amount reported. The stock
award value also includes an additional compensation |
38
|
|
|
|
|
expense recognized for financial statement reporting purposes
for 2007 in accordance with FAS 123R, due to the
accelerated vesting of performance unit awards granted to
Mr. Whiting in 2006 and 2007, pursuant to the terms of his
transition letter agreement dated May 4, 2007. |
|
(7) |
|
Mr. Nemec received restricted stock awards of
17,864 shares on October 12, 2007 and
4,462 shares on October 30, 2007 pursuant to the terms
of his transition letter agreement dated May 4, 2007, in
recognition of the conversion of stock option awards granted to
him in 2006 and 2007 to equivalent restricted shares, that
vested upon the completion of the spin-off of Patriot on
October 31, 2007. Mr. Nemec also received an
unrestricted stock award of 69,042 shares on
November 1, 2007 pursuant to the terms of his transition
letter agreement dated May 4, 2007, in recognition of stock
option awards granted prior to 2006 and scheduled to vest after
January 3, 2008, that were accelerated upon the completion
of the spin-off of Patriot on October 31, 2007. These
awards were made in order to compensate Mr. Nemec for the
value of unvested stock options that were forfeited upon
termination of his employment with us. Our 2007 compensation
expense recognized for financial statement reporting purposes
for these awards in accordance with FAS 123R was
$1,228,185, and is included in the amount reported. The stock
award value also includes an additional compensation expense
recognized for financial statement reporting purposes for 2007
in accordance with FAS 123R, due to the accelerated vesting
of performance unit awards granted to Mr. Nemec in 2006 and
2007, pursuant to the terms of his transition letter agreement
dated May 4, 2007. |
All Other
Compensation
The following table sets forth detail of the amounts reported in
the All Other Compensation column of the Summary Compensation
Table for named executive officers who currently serve as
executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual 401(k)
|
|
Employment
|
|
|
|
|
|
|
|
|
|
|
|
|
Matching and
|
|
Agreement
|
|
|
|
|
|
|
|
|
|
|
Group Term
|
|
Performance
|
|
Lump Sum
|
|
|
|
|
|
|
|
|
|
|
Life Insurance
|
|
Contributions
|
|
Opportunity
|
|
|
|
Perquisites
|
|
Total
|
Name
|
|
Year
|
|
($)
|
|
($)
|
|
($)(1)
|
|
Tax
Gross-Ups(2)
|
|
($)(3)
|
|
($)
|
|
Current Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory H. Boyce
|
|
|
2007
|
|
|
|
1,656
|
|
|
|
106,300
|
|
|
|
|
|
|
|
5,047
|
|
|
|
6,569
|
|
|
|
119,572
|
|
|
|
|
2006
|
|
|
|
1,656
|
|
|
|
100,750
|
|
|
|
|
|
|
|
2,019
|
|
|
|
14,552
|
|
|
|
118,977
|
(4)
|
Richard A. Navarre
|
|
|
2007
|
|
|
|
810
|
|
|
|
70,550
|
|
|
|
|
|
|
|
2,046
|
|
|
|
2,663
|
|
|
|
76,069
|
|
|
|
|
2006
|
|
|
|
810
|
|
|
|
68,000
|
|
|
|
|
|
|
|
3,435
|
|
|
|
13,537
|
|
|
|
85,782
|
|
Eric
Ford(5)
|
|
|
2007
|
|
|
|
1,035
|
|
|
|
30,875
|
|
|
|
800,000
|
|
|
|
40,182
|
|
|
|
109,601
|
|
|
|
181,693
|
|
Sharon D. Fiehler
|
|
|
2007
|
|
|
|
1,050
|
|
|
|
46,967
|
|
|
|
|
|
|
|
2,264
|
|
|
|
2,947
|
|
|
|
53,228
|
|
|
|
|
2006
|
|
|
|
988
|
|
|
|
45,280
|
|
|
|
|
|
|
|
1,967
|
|
|
|
10,936
|
|
|
|
59,171
|
|
Roger B. Walcott, Jr.
|
|
|
2007
|
|
|
|
1,173
|
|
|
|
51,500
|
|
|
|
|
|
|
|
1,071
|
|
|
|
1,394
|
|
|
|
55,138
|
|
|
|
|
2006
|
|
|
|
1,111
|
|
|
|
50,150
|
|
|
|
|
|
|
|
3,181
|
|
|
|
3,604
|
|
|
|
58,046
|
|
|
|
|
(1) |
|
The amount reported for Mr. Ford is discussed in the
Employment Agreement section on pages 32 and 33 of this Proxy
Statement. This lump sum opportunity was intended to compensate
him for amounts he forfeited in leaving his former employer. If
Mr. Ford were to terminate his employment with us for any
reason on or after age 55 or if he should die or become
disabled, the lump sum opportunity amount reported would be paid
to him. If his employment with us were to terminate for any
other reason other than death or disability prior to reaching
age 55, the lump sum opportunity would be forfeited. |
|
(2) |
|
Represents, for all named executive officers except
Mr. Ford, the taxes due for use of corporate aircraft (as
defined and calculated in accordance with Internal Revenue
Service guidelines), and reimbursed by us when a spouse/guest
accompanied the officer on corporate aircraft for Company |
39
|
|
|
|
|
business purposes. The tax
gross-up
amount shown for Mr. Ford reflects the
tax-gross up
for relocation expenses incurred in 2007. |
|
(3) |
|
Represents, for all named executive officers except
Mr. Ford, the aggregate incremental cost to us of use of
corporate aircraft as determined on a per flight basis,
including the cost of fuel, landing fees, the cost of in-flight
meals, sales tax, crew expenses, the hourly cost of aircraft
maintenance for the applicable number of flight hours, and other
variable costs specifically incurred. Amounts represent trips
where a spouse/guest accompanied the officer on corporate
aircraft for select Company business purposes. We do not permit
our corporate aircraft to be used for personal purposes. |
|
(4) |
|
Total 2006 Other Compensation for Mr. Boyce previously
included dividends paid on restricted stock; however those
dividends were previously factored into the original grant date
fair value of the award and have subsequently been removed from
the 2006 Other Compensation total. |
|
(5) |
|
For Mr. Ford total perquisites includes the cost of
relocation, $82,341; temporary housing, $14,760; and additional
personal leave, $12,500 pursuant to the terms of his offer of
employment with us. Mr. Ford did not have a spouse/guest
accompany him on our corporate aircraft during 2007. |
The following table sets forth detail of the amounts reported in
the All Other Compensation column of the Summary Compensation
Table for named executive officers who no longer serve as
executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual 401(k)
|
|
|
|
Dividends Not
|
|
|
|
|
|
|
|
|
|
|
Matching and
|
|
|
|
Factored in
|
|
|
|
|
|
|
|
|
Group Term
|
|
Performance
|
|
|
|
Grant Date Fair
|
|
|
|
|
|
|
|
|
Life Insurance
|
|
Contributions
|
|
|
|
Value of Equity
|
|
Perquisites
|
|
Total
|
Name
|
|
Year
|
|
($)
|
|
($)
|
|
Tax
Gross-Ups(1)
|
|
Awards(2)
|
|
($)(3)
|
|
($)
|
|
Former Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard M. Whiting
|
|
|
2007
|
|
|
|
1,035
|
|
|
|
56,008
|
|
|
|
536
|
|
|
|
32,599
|
|
|
|
697
|
|
|
|
90,875
|
|
|
|
|
2006
|
|
|
|
1,242
|
|
|
|
60,045
|
|
|
|
2,728
|
|
|
|
|
|
|
|
3,864
|
|
|
|
67,879
|
|
Jiri Nemec
|
|
|
2007
|
|
|
|
690
|
|
|
|
34,489
|
|
|
|
369
|
|
|
|
15,394
|
|
|
|
481
|
|
|
|
51,423
|
|
|
|
|
(1) |
|
Represents the taxes due for use of corporate aircraft (as
defined and calculated in accordance with Internal Revenue
Service guidelines), and reimbursed by us when a spouse/guest
accompanied the officer on corporate aircraft for Company
business purposes. |
|
(2) |
|
Represents cash payments made to each of Mr. Whiting and
Mr. Nemec having a value equal to the special dividend of
Patriot shares that would have been paid on each of their
restricted stock awards dated October 30, 2007 had such
awards been outstanding on the record date for the special
dividend. |
|
(3) |
|
Represents the aggregate incremental cost to us of use of
corporate aircraft as determined on a per flight basis,
including the cost of fuel, landing fees, the cost of in-flight
meals, sales tax, crew expenses, the hourly cost of aircraft
maintenance for the applicable number of flight hours, and other
variable costs specifically incurred. Amounts represent trips
where a spouse/guest accompanied the officer on corporate
aircraft for select Company business purposes. We do not permit
our corporate aircraft to be used for personal purposes. |
40
GRANTS OF
PLAN-BASED AWARDS IN 2007
The following table sets forth information concerning grants of
plan-based awards during the year ended December 31, 2007
to named executive officers who currently serve as executive
officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
Estimated Possible Payouts
|
|
Estimated Future Payouts
|
|
Number of
|
|
Number of
|
|
Exercise of
|
|
Total Grant
|
|
|
|
|
|
|
Under Non-Equity Incentive
|
|
Under Equity Incentive Plan
|
|
Shares of
|
|
Securities
|
|
Base Price
|
|
Date Fair
|
|
|
|
|
|
|
Plan Awards
|
|
Awards
(1)(2)
|
|
Stock or
|
|
Underlying
|
|
or Option
|
|
Value: All
|
|
|
|
|
Approval
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Units
|
|
Options
|
|
Awards
|
|
Awards
|
Name
|
|
Grant Date
|
|
Date
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)(2)(3)
|
|
($/Sh)(2)
|
|
($)(4)
|
|
Current Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory H. Boyce
|
|
|
|
|
|
|
|
|
|
|
495,000
|
|
|
|
990,000
|
|
|
|
1,980,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/3/2007
|
|
|
|
12/5/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,087
|
|
|
|
50,174
|
|
|
|
100,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,123,865
|
|
|
|
|
1/3/2007
|
|
|
|
12/5/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120,314
|
|
|
|
34.96
|
|
|
|
1,768,836
|
|
Richard A. Navarre
|
|
|
|
|
|
|
|
|
|
|
266,000
|
|
|
|
532,000
|
|
|
|
997,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/3/2007
|
|
|
|
12/4/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,790
|
|
|
|
23,579
|
|
|
|
47,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
998,099
|
|
|
|
|
1/3/2007
|
|
|
|
12/4/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,540
|
|
|
|
34.96
|
|
|
|
831,230
|
|
Eric Ford
|
|
|
|
|
|
|
|
|
|
|
260,000
|
|
|
|
520,000
|
|
|
|
975,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/3/2007
|
|
|
|
12/4/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,261
|
|
|
|
24,522
|
|
|
|
49,044
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,038,016
|
|
|
|
|
03/06/07
|
|
|
|
12/19/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,198(5
|
)
|
|
|
|
|
|
|
|
|
|
|
2,091,501
|
|
|
|
|
03/06/07
|
|
|
|
12/19/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,658
|
|
|
|
35.65
|
|
|
|
858,690
|
|
Sharon D. Fiehler
|
|
|
|
|
|
|
|
|
|
|
174,000
|
|
|
|
348,000
|
|
|
|
652,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/3/2007
|
|
|
|
12/4/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,278
|
|
|
|
12,556
|
|
|
|
25,112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
531,495
|
|
|
|
|
1/3/2007
|
|
|
|
12/4/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,107
|
|
|
|
34.96
|
|
|
|
442,615
|
|
Roger B. Walcott, Jr.
|
|
|
|
|
|
|
|
|
|
|
192,000
|
|
|
|
384,000
|
|
|
|
720,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/3/2007
|
|
|
|
12/4/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,942
|
|
|
|
13,883
|
|
|
|
27,766
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
587,667
|
|
|
|
|
1/3/2007
|
|
|
|
12/4/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,290
|
|
|
|
34.96
|
|
|
|
489,421
|
|
|
|
|
(1) |
|
Performance unit awards are included in the Estimated
Future Payouts Under Equity Incentive Plan Awards column
above. Performance unit awards granted in 2007 will be earned
based on achievement of performance objectives for the period
January 3, 2007 to December 31, 2009. The material
terms of these awards, including payout formulas, are described
under the caption Performance Units in the
Compensation Discussion and Analysis beginning on page 28
of this Proxy Statement. |
|
(2) |
|
The numbers of shares/units and exercise prices have been
adjusted to reflect the spin-off of Patriot on October 31,
2007. The exercise price for all options is equal to the closing
market price per share of our Common Stock on the date of grant,
and is adjusted for the spin-off of Patriot on October 31,
2007. |
|
(3) |
|
Stock option awards granted in 2007 are included in the
All Other Option Awards column above. The options
vest in three equal annual installments beginning on the first
anniversary of the date of grant. The material terms of these
awards, including payout formulas, are described under the
caption Stock Options in the Compensation Discussion
and Analysis beginning on page 27 of this Proxy Statement. |
|
(4) |
|
The value of stock awards, option awards and performance unit
awards is the grant date fair value determined under
FAS 123R. A discussion of the relevant fair value
assumptions is set forth in note 18 to our consolidated
financial statements included in our 2007 Annual Report. We
caution that the amount ultimately realized from the stock and
option awards will likely vary based on a number of factors,
including our actual operating performance, stock price
fluctuations and the timing of exercises (in the case of options
only) and sales. |
|
(5) |
|
The restricted stock award was granted to Mr. Ford on
March 6, 2007 pursuant to the terms of his offer of
employment with us. |
41
The following table sets forth information concerning grants of
plan-based awards during the year ended December 31, 2007
to named executive officers who no longer serve as executive
officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
All Other
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
|
|
Grant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Awards:
|
|
Exercise
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts
|
|
Number of
|
|
Number of
|
|
of Base
|
|
Fair
|
|
|
|
|
|
|
Estimated Possible Payouts
|
|
Under Equity Incentive Plan
|
|
Shares of
|
|
Securities
|
|
Price or
|
|
Value:
|
|
|
|
|
|
|
Under Non-Equity Incentive Plan Awards
|
|
Awards(1)(2)
|
|
Stock or
|
|
Underlying
|
|
Option
|
|
All
|
|
|
Grant
|
|
Approval
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Units
|
|
Options
|
|
Awards
|
|
Awards
|
Name
|
|
Date
|
|
Date
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)(3)
|
|
($/Sh)(4)
|
|
($)(5)
|
|
Former Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard M. Whiting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
191,232
|
|
|
|
382,464
|
|
|
|
717,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grants Made in Connection with Annual Long-Term Incentive
Plan
|
|
|
|
1/3/2007
|
|
|
|
12/4/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,204
|
|
|
|
20,408
|
|
|
|
40,816
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
863,871
|
|
|
|
|
1/3/2007
|
|
|
|
12/4/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,206
|
|
|
|
37.84
|
|
|
|
719,458
|
|
|
|
Grants Made in Connection with Patriot Spin-Off
|
|
|
|
10/12/2007
|
(6)
|
|
|
10/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,583
|
|
|
|
|
|
|
|
|
|
|
|
1,976,221
|
|
|
|
|
10/30/2007
|
(6)
|
|
|
10/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,449
|
|
|
|
|
|
|
|
|
|
|
|
526,687
|
|
|
|
|
11/1/2007
|
(7)
|
|
|
3/13/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,155
|
|
|
|
|
|
|
|
|
|
|
|
2,273,983
|
|
Jiri Nemec
|
|
|
|
|
|
|
|
|
|
|
117,528
|
|
|
|
235,056
|
|
|
|
440,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grants Made in Connection with Annual Long-Term Incentive
Plan
|
|
|
|
1/3/2007
|
|
|
|
12/4/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,131
|
|
|
|
10,262
|
|
|
|
20,524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
434,390
|
|
|
|
|
1/3/2007
|
|
|
|
12/4/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,730
|
|
|
|
37.84
|
|
|
|
361,750
|
|
|
|
Grants Made in Connection with Patriot Spin-Off
|
|
|
|
10/12/2007
|
(6)
|
|
|
10/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,864
|
|
|
|
|
|
|
|
|
|
|
|
914,994
|
|
|
|
|
10/30/2007
|
(6)
|
|
|
10/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,462
|
|
|
|
|
|
|
|
|
|
|
|
248,712
|
|
|
|
|
11/1/2007
|
(7)
|
|
|
3/13/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69,042
|
|
|
|
|
|
|
|
|
|
|
|
3,555,663
|
|
|
|
|
(1) |
|
Performance unit awards are included in the Estimated
Future Payouts Under Equity Incentive Plan Awards column
above. Vesting of performance unit awards granted to
Messrs. Whiting and Nemec in 2007 accelerated on
December 31, 2007 and the units were earned based on
achievement of performance objectives for the period
January 3, 2007 to December 31, 2007, pursuant to the
terms of their transition letter agreements dated May 4,
2007. The material terms of these awards, including payout
formulas, are described under the caption Performance
Units in the Compensation Discussion and Analysis
beginning on page 28 of this Proxy Statement. |
|
(2) |
|
The numbers of shares/units have been adjusted to reflect the
spin-off of Patriot on October 31, 2007. |
|
(3) |
|
Stock option awards granted in 2007 are included in the
All Other Option Awards column above. The material
terms of these awards, including payout formulas, are described
under the caption Stock Options in the Compensation
Discussion and Analysis beginning on page 26 of this Proxy
Statement. The options were scheduled to vest in three equal
annual installments beginning on the first anniversary of the
date of grant; however, pursuant to the terms of their
transition letter agreements dated May 4, 2007 the options
granted in 2007 to Messrs. Whiting and Nemec were cancelled
and converted to equivalent restricted shares, which were
granted to them on October 12, 2007 and October 30,
2007. The restricted stock grants and the lifting of the
restrictions on the grants were contingent upon the successful
completion of the spin-off of Patriot. |
|
(4) |
|
The exercise price for all options is equal to the closing
market price per share of our Common Stock on the date of grant.
The exercise price has not been adjusted for the spin-off of
Patriot on October 31, 2007, as options granted in 2007 to
Messrs. Whiting and Nemec were no longer outstanding at the
time of spin-off. |
|
(5) |
|
The value of stock awards, option awards and performance unit
awards is the grant date fair value determined under
FAS 123R. A discussion of the relevant fair value
assumptions is set forth in note 18 to our consolidated
financial statements included in our 2007 Annual Report. We
caution that the amount ultimately realized from the stock and
option awards will likely vary based on a number of |
42
|
|
|
|
|
factors, including our actual operating performance, stock price
fluctuations and the timing of exercises (in the case of options
only) and sales. |
|
(6) |
|
The restricted stock awards were granted to Messrs. Whiting
and Nemec on October 12, 2007 and October 30, 2007
pursuant to the terms of their transition letter agreements
dated May 4, 2007, in recognition of the conversion of
stock option awards granted in 2006 and 2007 to equivalent
restricted shares that vested upon the completion of the
spin-off of Patriot on October 31, 2007. |
|
(7) |
|
The unrestricted stock awards were granted to
Messrs. Whiting and Nemec on November 1, 2007 pursuant
to the terms of their transition letter agreements dated
May 4, 2007, in recognition of stock option awards granted
prior to 2006 that were scheduled to vest after January 3,
2008. These previously granted stock options were accelerated
upon the completion of the spin-off of Patriot on
October 31, 2007 and paid out in the form of unrestricted
Common Stock. |
OUTSTANDING
EQUITY AWARDS AT 2007 FISCAL YEAR END
The following tables set forth detail about the outstanding
equity awards for each of the named executive officers as of
December 31, 2007. We caution that the amount ultimately
realized from the outstanding equity awards will likely vary
based on a number of factors, including our actual operating
performance, stock price fluctuations and the timing of
exercises and sales. In the case of equity incentive awards, the
amount ultimately realized will also likely vary with our stock
performance relative to an Industry Peer Group, the S&P
MidCap 400 Index, and the S&P 500 Index, and the
Companys EBITDA Return on Invested Capital.
A portion of the outstanding equity awards for
Messrs. Navarre and Walcott and Ms. Fiehler is
attributable to stock options granted to them prior to our May
2001 initial public offering (IPO). These options
were granted in connection with a leveraged buyout transaction
or LBO involving Peabody Energys acquisition
of Peabody Holding Company. The size and terms of the pre-IPO
stock options or LBO grants were determined
according to standard practices at that time for private
companies. The LBO grants, a portion of which remain
unexercised, were designed to be competitive in the industry
marketplace for top executives, to compensate the management
group on a basis commensurate with the risks associated with a
highly leveraged transaction, to reward performance and to align
their interests with our owners. A portion of the LBO grants
vested in November 2007 and will expire in May 2008. The
remaining outstanding LBO grants vest in July 2010 and expire in
January 2011.
All unexercisable options and unvested shares or units of stock
reflected in the table below are subject to forfeiture if the
holder terminates employment without good reason (as defined in
the holders employment agreement).
43
Outstanding
Equity Awards of Named Current Executive Officers at 2007 Fiscal
Year End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
Market or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Payout
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Value of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unearned
|
|
Unearned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares,
|
|
Shares,
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Units or
|
|
Units or
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
|
|
Market Value
|
|
Other
|
|
Other
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
Number of
|
|
of Shares or
|
|
Rights
|
|
Rights
|
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
Shares or Units
|
|
Units of Stock
|
|
That
|
|
That
|
|
|
Options
|
|
Options
|
|
Exercise
|
|
Option
|
|
of Stock That
|
|
That Have Not
|
|
Have Not
|
|
Have Not
|
|
|
(#)(1)
|
|
(#)(1)
|
|
Price
|
|
Expiration
|
|
Have Not Vested
|
|
Vested
|
|
Vested
|
|
Vested
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
($)(1)
|
|
Date
|
|
(#)(1)
|
|
($)(2)
|
|
(#)(1)(3)
|
|
($)(4)
|
|
Current Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory H. Boyce
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,426
|
|
|
|
2,368,579
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,174
|
|
|
|
3,092,725
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86,602
|
(5)
|
|
|
5,338,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
(6)
|
|
|
2,465,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,000
|
(6)
|
|
|
3,698,400
|
|
|
|
|
|
|
|
|
|
|
|
Post-IPO Grants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
433,010
|
(7)
|
|
|
|
|
|
|
9.0067
|
|
|
|
10/1/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,641
|
(8)
|
|
|
|
|
|
|
9.6880
|
|
|
|
1/2/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,499
|
(9)
|
|
|
18,749
|
(9)
|
|
|
17.8541
|
|
|
|
1/3/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,334
|
(10)
|
|
|
9,167
|
(10)
|
|
|
21.6646
|
|
|
|
3/1/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,578
|
(11)
|
|
|
61,156
|
(11)
|
|
|
39.8143
|
|
|
|
1/3/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120,314
|
(12)
|
|
|
34.9553
|
|
|
|
1/3/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
620,062
|
|
|
|
209,386
|
|
|
|
|
|
|
|
|
|
|
|
186,602
|
|
|
|
11,502,147
|
|
|
|
88,600
|
|
|
|
5,461,304
|
|
Richard A. Navarre
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,924
|
|
|
|
2,460,915
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,579
|
|
|
|
1,453,410
|
|
|
|
LBO Grants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102,394
|
(13)
|
|
|
3.3001
|
|
|
|
1/1/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-IPO Grants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,382
|
(14)
|
|
|
|
|
|
|
11.2907
|
|
|
|
6/15/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,003
|
(9)
|
|
|
17.8541
|
|
|
|
1/3/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,898
|
(15)
|
|
|
3,898
|
(15)
|
|
|
21.9163
|
|
|
|
4/1/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,141
|
(16)
|
|
|
39.8143
|
|
|
|
1/3/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,885
|
(11)
|
|
|
31,768
|
(11)
|
|
|
39.8143
|
|
|
|
1/3/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,540
|
(12)
|
|
|
34.9553
|
|
|
|
1/3/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
27,165
|
|
|
|
257,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,503
|
|
|
|
3,914,325
|
|
Eric Ford
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,522
|
|
|
|
1,511,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,132
|
(17)
|
|
|
1,857,336
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
(18)
|
|
|
369,840
|
|
|
|
|
|
|
|
|
|
|
|
Post-IPO Grants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,658
|
(19)
|
|
|
35.6481
|
|
|
|
3/6/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
57,658
|
|
|
|
|
|
|
|
|
|
|
|
36,132
|
|
|
|
2,227,176
|
|
|
|
24,522
|
|
|
|
1,511,536
|
|
Sharon D. Fiehler
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,615
|
|
|
|
1,640,549
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,556
|
|
|
|
773,952
|
|
|
|
LBO Grants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,595
|
(13)
|
|
|
3.3001
|
|
|
|
1/1/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-IPO Grants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,348
|
(9)
|
|
|
17.8541
|
|
|
|
1/3/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,313
|
(16)
|
|
|
39.8143
|
|
|
|
1/3/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,472
|
(11)
|
|
|
16,944
|
(11)
|
|
|
39.8143
|
|
|
|
1/3/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,107
|
(12)
|
|
|
34.9553
|
|
|
|
1/3/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
8,472
|
|
|
|
183,307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,171
|
|
|
|
2,414,501
|
|
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
Market or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Payout
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Value of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unearned
|
|
Unearne d
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares,
|
|
Shares,
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Units or
|
|
Units or
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
|
|
Market Value
|
|
Other
|
|
Other
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
Number of
|
|
of Shares or
|
|
Rights
|
|
Rights
|
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
Shares or Units
|
|
Units of Stock
|
|
That
|
|
That
|
|
|
Options
|
|
Options
|
|
Exercise
|
|
Option
|
|
of Stock That
|
|
That Have Not
|
|
Have Not
|
|
Have Not
|
|
|
(#)(1)
|
|
(#)(1)
|
|
Price
|
|
Expiration
|
|
Have Not Vested
|
|
Vested
|
|
Vested
|
|
Vested
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
($)(1)
|
|
Date
|
|
(#)(1)
|
|
($)(2)
|
|
(#)(1)(3)
|
|
($)(4)
|
|
Roger B. Walcott, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,315
|
|
|
|
574,177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,883
|
|
|
|
855,748
|
|
|
|
LBO Grants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
180,379
|
(20)
|
|
|
|
|
|
|
3.3001
|
|
|
|
5/19/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,178
|
(13)
|
|
|
3.3001
|
|
|
|
1/1/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-IPO Grants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,141
|
(9)
|
|
|
17.8541
|
|
|
|
1/3/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,413
|
(11)
|
|
|
14,825
|
(11)
|
|
|
39.8143
|
|
|
|
1/3/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,290
|
(12)
|
|
|
34.9553
|
|
|
|
1/3/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
187,792
|
|
|
|
103,434
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,198
|
|
|
|
1,429,925
|
|
|
|
|
(1) |
|
The numbers of options/shares/units and exercise price of all
options have been adjusted to reflect our
2-for-1
stock splits in March 2005 and February 2006 and the spin-off of
Patriot on October 31, 2007. |
|
(2) |
|
The market value was calculated based on the closing market
price per share of our Common Stock on the last trading day of
2007, $61.64 per share. |
|
(3) |
|
The number of performance units disclosed is based on the
assumption that target performance goals will be achieved. |
|
(4) |
|
The payout value is calculated based on the closing market price
per share of our Common Stock on the last trading day of 2007,
$61.64 per share, and the assumption that target performance
goals will be achieved. |
|
(5) |
|
The phantom units were granted pursuant to Mr. Boyces
employment agreement, and vest on October 14, 2009. |
|
(6) |
|
The restricted shares were granted pursuant to
Mr. Boyces employment agreement, and vest on
January 1, 2011. |
|
(7) |
|
The options were granted on October 1, 2003 and were fully
vested on the date of grant. |
|
(8) |
|
The options were granted on January 2, 2004 and vested in
three equal annual installments beginning January 2, 2005. |
|
(9) |
|
The options were granted on January 3, 2005 and vested in
three equal annual installments beginning January 3, 2006. |
|
(10) |
|
The options were granted on March 1, 2005 and vest in three
equal annual installments beginning March 1, 2006. |
|
(11) |
|
The options were granted on January 3, 2006 and vest in
three equal annual installments beginning January 3, 2007. |
|
(12) |
|
The options were granted on January 3, 2007 and vest in
three equal annual installments beginning January 3, 2008. |
|
(13) |
|
The options were granted on January 1, 2001 and vest on
July 1, 2010. |
|
(14) |
|
The options were granted on June 15, 2004 and vested in
three equal annual installments beginning June 15, 2005. |
45
|
|
|
(15) |
|
The options were granted on April 1, 2005 and vest in three
equal annual installments beginning April 1, 2006. |
|
(16) |
|
The options were granted on January 3, 2006 and vest on
January 3, 2009. |
|
(17) |
|
The restricted shares were granted pursuant to
Mr. Fords employment agreement, and vest in three
equal installments on October 1, 2007, April 1, 2008
and April 1, 2009. |
|
(18) |
|
The restricted shares were granted pursuant to
Mr. Fords employment agreement, and vest in three
equal installments on March 6, 2007, March 6, 2010 and
March 6, 2013. |
|
(19) |
|
The options were granted on March 6, 2007 and vest in three
equal annual installments beginning March 6, 2008. |
|
(20) |
|
The options were granted on May 19, 1998 and vested on
November 19, 2007. |
Outstanding
Equity Awards of Named Former Executive Officers at 2007 Fiscal
Year End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
Market
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
or Payout
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Value of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Unearned
|
|
|
Unearned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Value of
|
|
|
Shares,
|
|
|
Shares,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Shares or
|
|
|
Units or
|
|
|
Units or
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
or Units
|
|
|
Units of
|
|
|
Other
|
|
|
Other
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
of Stock
|
|
|
Stock
|
|
|
Rights
|
|
|
Rights
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
That
|
|
|
That
|
|
|
That
|
|
|
That
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
Have
|
|
|
Have
|
|
|
Have
|
|
|
Have
|
|
|
|
Options
|
|
|
Options
|
|
|
Exercise
|
|
|
Option
|
|
|
Not
|
|
|
Not
|
|
|
Not
|
|
|
Not
|
|
|
|
(#)(1)
|
|
|
(#)(1)
|
|
|
Price
|
|
|
Expiration
|
|
|
Vested
|
|
|
Vested
|
|
|
Vested
|
|
|
Vested
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
($)(1)
|
|
|
Date
|
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
|
Former Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard M. Whiting
|
|
|
|
|
|
LBO Grants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50
|
(2)
|
|
|
|
|
|
|
3.3001
|
|
|
|
5/19/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-IPO Grants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,569
|
(3)
|
|
|
17.8541
|
|
|
|
7/3/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
50
|
|
|
|
9,569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jiri Nemec
|
|
|
|
|
|
Post-IPO Grants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,326
|
(3)
|
|
|
17.8541
|
|
|
|
7/3/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,221
|
(4)
|
|
|
|
|
|
|
28.1795
|
|
|
|
7/3/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,221
|
|
|
|
3,326
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The number and exercise price of all options have been adjusted
to reflect our
2-for-1
stock splits in March 2005 and February 2006 and the spin-off of
Patriot on October 31, 2007. |
|
(2) |
|
The options were granted on May 19, 1998 and vested on
November 19, 2007. |
|
(3) |
|
The options were granted on January 3, 2005 and vested in
three equal annual installments beginning January 3, 2006. |
|
(4) |
|
The options were granted on July 20, 2005 and vest in three
equal annual installments beginning July 20, 2006. |
46
OPTIONS
EXERCISED AND STOCK VESTED IN 2007
The following table sets forth detail about stock option
exercises during 2007 and stock awards that vested during 2007
for each of the named executive officers who currently serve as
executive officers. The options in this table were granted in
1998 and between October 2003 and July 2005. The stock awards
are comprised of performance unit awards granted in 2005 and
restricted stock awards granted in 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Shares Acquired
|
|
|
Shares Acquired
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
on Vesting of
|
|
|
on Vesting of
|
|
|
|
|
|
|
Acquired on
|
|
|
Value Realized
|
|
|
Performance
|
|
|
Restricted
|
|
|
Value Realized
|
|
|
|
Exercise
|
|
|
on Exercise
|
|
|
Units
|
|
|
Shares
|
|
|
on Vesting
|
|
Name
|
|
(#)(1)
|
|
|
($)(2)
|
|
|
(#)(1)(3)
|
|
|
(#)(4)
|
|
|
($)(3)(5)
|
|
|
Current Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory H. Boyce
|
|
|
343,456
|
|
|
|
15,649,174
|
|
|
|
78,593
|
|
|
|
|
|
|
|
4,339,932
|
|
Richard A. Navarre
|
|
|
351,762
|
|
|
|
17,091,128
|
|
|
|
43,938
|
|
|
|
|
|
|
|
2,426,264
|
|
Eric Ford
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,066
|
|
|
|
846,170
|
|
Sharon D. Fiehler
|
|
|
227,027
|
|
|
|
11,569,183
|
|
|
|
14,849
|
|
|
|
|
|
|
|
819,943
|
|
Roger B. Walcott, Jr.
|
|
|
264,675
|
|
|
|
12,441,014
|
|
|
|
19,038
|
|
|
|
|
|
|
|
1,051,287
|
|
|
|
|
(1) |
|
Numbers have been adjusted to reflect our
2-for-1
stock splits in March 2005 and February 2006. Any options
exercised after the spin-off of Patriot on October 31, 2007
have also been adjusted for the spin-off. |
|
(2) |
|
The value realized was calculated based on the difference
between the closing market price per share of our Common Stock
on the date of exercise and the applicable exercise price. |
|
(3) |
|
Represents the number of shares of Common Stock delivered in
February 2008 in connection with the payout of the performance
unit awards granted in 2005. |
|
(4) |
|
Represents the number of shares of Common Stock delivered in
connection with restrictions lifting from restricted stock
grants that vested during 2007. |
|
(5) |
|
A detailed explanation of the value realized due to the payout
of performance unit awards granted in 2005 is included in the
Peabody Relative Performance for Performance Period Ending
December 31, 2007 and Resulting Performance Unit Awards to
Named Current Executive Officers table beginning on page 48
of this Proxy Statement. |
47
The following table sets forth detail about stock option
exercises during 2007 and stock awards that vested during 2007
for each of the executive officers who no longer serves as an
executive officer. The options in this table were granted in
1998 and between January 2004 and July 2005. The stock awards
are comprised of performance unit awards granted in 2005, 2006
and 2007, and restricted and unrestricted stock awards granted
in 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Shares
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Acquired on
|
|
|
Acquired on
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
Vesting of
|
|
|
Vesting of
|
|
|
|
|
|
|
Acquired on
|
|
|
Value Realized
|
|
|
Performance
|
|
|
Restricted
|
|
|
Value Realized
|
|
|
|
Exercise
|
|
|
on Exercise
|
|
|
Units
|
|
|
Shares
|
|
|
on Vesting
|
|
Name
|
|
(#)(1)
|
|
|
($)(2)
|
|
|
(#)(1)(3)
|
|
|
(#)(4)
|
|
|
($)(5)
|
|
|
Former Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard M. Whiting
|
|
Pre-Termination Option Exercises & Stock Vested
|
|
|
|
24,730
|
|
|
|
950,219
|
|
|
|
22,380
|
|
|
|
48,032
|
|
|
|
3,696,000
|
|
|
|
Post-Termination Option Exercises & Stock
Vested
|
|
|
|
423,897
|
|
|
|
21,044,249
|
|
|
|
74,383
|
|
|
|
44,155
|
|
|
|
6,381,409
|
|
Jiri Nemec
|
|
Pre-Termination Option Exercises & Stock Vested
|
|
|
|
10,315
|
|
|
|
374,884
|
|
|
|
13,102
|
|
|
|
22,326
|
|
|
|
1,867,006
|
|
|
|
Post-Termination Option Exercises & Stock Vested
|
|
|
|
61,808
|
|
|
|
2,959,892
|
|
|
|
35,154
|
|
|
|
69,042
|
|
|
|
5,496,839
|
|
|
|
|
(1) |
|
Numbers have been adjusted to reflect our
2-for-1
stock splits in March 2005 and February 2006. Any options
exercised after the spin-off of Patriot on October 31, 2007
have also been adjusted for the spin-off. |
|
(2) |
|
The value realized was calculated based on the difference
between the closing market price per share of our Common Stock
on the date of exercise and the applicable exercise price. |
|
(3) |
|
The pre-termination value represents the number of shares of
Common Stock delivered in February 2008 in connection with the
payout of the performance unit awards granted in 2005; and the
post-termination value represents the number of shares of Common
Stock delivered in February 2008 in connection with the payout
of the performance unit awards granted to Messrs. Whiting
and Nemec in 2006 and 2007 for which vesting accelerated on
December 31, 2007 in connection with the completion of the
spin-off of Patriot on October 31, 2007. |
|
(4) |
|
The pre-termination value represents the number of shares of
Common Stock delivered in connection with restrictions lifting
from restricted stock grants made to Messrs. Whiting and
Nemec on October 12, 2007 and October 30, 2007, in
connection with the completion of the spin-off of Patriot on
October 31, 2007. The post-termination value represents the
number of shares of Common Stock delivered in the form of
unrestricted stock grants made to Messrs. Whiting and Nemec
on November 1, 2007, in connection with the completion of
the spin-off of Patriot on October 31, 2007. |
|
(5) |
|
A detailed explanation of the value realized due to the payout
of performance unit awards granted in 2005, 2006 and 2007 is
included in the Peabody Relative Performance for Performance
Period Ending December 31, 2007 and Resulting Performance
Unit Awards to Named Former Executive Officers table on
page 49 of this Proxy Statement. |
Performance
Unit Program
In February 2008, the named executive officers received payouts
under the terms of performance unit awards granted in 2005 that
vested on December 31, 2007 (described under
Performance Units in the Compensation Discussion and
Analysis on page [ ] of this Proxy
Statement). The value realized is shown in the Stock
Awards column in the above tables. These payouts were
consistent with our stated
48
executive compensation philosophy to create a clear link to
shareholder value and to base compensation, in part, on relative
external performance. Specifically, the percentage of these
performance units earned was based on our TSR over the
three-year performance period beginning January 3, 2005 and
ending December 31, 2007, relative to the TSR of an
industry comparator group and the S&P MidCap 400 Index, and
our EBITDA Return on Invested Capital over the same period.
Over the three-year performance period, our market
capitalization tripled to $16.6 billion. Our TSR of 227%
was the second highest in the industry comparator group and at
the 96th percentile of the S&P MidCap 400 Index. The
named executive officers were instrumental in leading us through
this period of growth and safety improvement that resulted in a
63% increase in revenues, a 225% increase in stock price and the
three safest years in our history.
Also in February 2008, Messrs. Whiting and Nemec received
payouts under the terms of performance units awards granted in
2006 and 2007 for which vesting accelerated on December 31,
2007 pursuant to the terms of their transition letter agreements
dated May 4, 2007. The value realized is shown in the
post-termination section of the Stock Awards column
in the above table. These payouts were consistent with our
stated executive compensation philosophy to create a clear link
to shareholder value and to base compensation, in part, on
relative external performance. Specifically, the percentage of
these performance units earned was based on our TSR and our
EBITDA Return on Invested Capital over the two-year and one-year
performance periods beginning January 3, 2006 and
January 3, 2007, respectively, and both ending
December 31, 2007. Our TSR over the two-year period was
measured relative to the TSR of an industry comparator group and
the S&P MidCap 400 Index, and our TSR over the one-year
period was measured relative to the TSR of an industry
comparator group and the S&P 500 Index
The following tables set forth additional details regarding
performance unit payouts earned by each of the named executive
officers in 2007. The payouts to the named executive officers
who currently serve as executive officers relate to performance
units granted in 2005 and reflect our performance and stock
price appreciation during the ensuing three-year performance
period. The payouts to Messrs. Whiting and Nemec relate to
performance units granted in 2005, 2006, and 2007 and reflect
our performance and stock price appreciation during the ensuing
three-year, two-year and one-year performance periods,
respectively.
Peabody
Relative Performance for Performance Period Ending
December 31, 2007 and
Resulting Performance Unit Award Payouts to Named Current
Executive Officers
The following table compares our TSR for the three-year period
ended December 31, 2007 to the performance of a peer group
of four publicly-traded mining companies and to the performance
of the S&P MidCap 400 Index Based on our relative
performance, the named executive officers who currently serve as
executive officers earned the following awards under the program:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peabody
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peabody
|
|
|
|
|
|
Percentile
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentile
|
|
|
|
|
|
Ranking
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ranking
|
|
|
|
|
|
Among
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Among Peer
|
|
|
Peabody
|
|
|
Index
|
|
|
Peabody
|
|
|
Award
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies -
|
|
|
Ranking
|
|
|
Companies -
|
|
|
Ranking
|
|
|
Earned for
|
|
|
Total
|
|
|
Target
|
|
|
Actual
|
|
|
Actual
|
|
|
|
|
|
|
Total
|
|
|
Among
|
|
|
Total
|
|
|
Among
|
|
|
EBITDA
|
|
|
Payout
|
|
|
Award
|
|
|
Award
|
|
|
Award
|
|
|
|
Performance
|
|
|
Shareholder
|
|
|
Peer
|
|
|
Shareholder
|
|
|
Index
|
|
|
ROIC
|
|
|
as a % of
|
|
|
Units
|
|
|
Value
|
|
|
Shares
|
|
Name
|
|
Period
|
|
|
Return
|
|
|
Companies
|
|
|
Return(1)
|
|
|
Companies(1)
|
|
|
Targets
|
|
|
Target
|
|
|
(#)(2)
|
|
|
($)(3)
|
|
|
(#)(4)
|
|
|
Current Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory H. Boyce
|
|
|
2005 - 2007
|
|
|
|
93.5
|
%
|
|
|
2
|
|
|
|
96.2
|
%
|
|
|
16 of 392
|
|
|
|
96.3
|
%
|
|
|
148
|
%
|
|
|
49,394
|
|
|
|
4,339,932
|
|
|
|
78,593
|
|
Richard A. Navarre
|
|
|
2005 - 2007
|
|
|
|
93.5
|
%
|
|
|
2
|
|
|
|
96.2
|
%
|
|
|
16 of 392
|
|
|
|
96.3
|
%
|
|
|
148
|
%
|
|
|
27,614
|
|
|
|
2,426,264
|
|
|
|
43,938
|
|
Eric Ford
|
|
|
2005 - 2007
|
|
|
|
93.5
|
%
|
|
|
2
|
|
|
|
96.2
|
%
|
|
|
16 of 392
|
|
|
|
96.3
|
%
|
|
|
148
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Sharon D. Fiehler
|
|
|
2005 - 2007
|
|
|
|
93.5
|
%
|
|
|
2
|
|
|
|
96.2
|
%
|
|
|
16 of 392
|
|
|
|
96.3
|
%
|
|
|
148
|
%
|
|
|
9,332
|
|
|
|
819,943
|
|
|
|
14,849
|
|
Roger B. Walcott, Jr.
|
|
|
2005 - 2007
|
|
|
|
93.5
|
%
|
|
|
2
|
|
|
|
96.2
|
%
|
|
|
16 of 392
|
|
|
|
96.3
|
%
|
|
|
148
|
%
|
|
|
11,965
|
|
|
|
1,051,287
|
|
|
|
19,038
|
|
49
|
|
|
(1) |
|
The index is designed to track the performance of companies
included in the S&P MidCap 400. |
|
(2) |
|
Number of shares has been adjusted to reflect our
2-for-1
stock splits in March 2005 and February 2006, and to reflect the
spin-off of Patriot on October 31, 2007. |
|
(3) |
|
The value of the awards was calculated based on the average
closing price per share of our Common Stock for the four-week
period ended December 31, 2007 ($59.31). |
|
(4) |
|
The actual shares awarded were calculated based on the closing
price per share of our Common Stock on the settlement date,
February 4, 2008 ($55.22). |
Peabody
Relative Performance for Performance Period Ending
December 31, 2007 and
Resulting Performance Unit Award Payouts to Named Former
Executive Officers
The following table compares our TSR for the three-year period
ended December 31, 2007 to the performance of a peer group
of four publicly-traded mining companies and to the performance
of the S&P MidCap 400 Index; for the two-year period ended
December 31, 2007 to the performance of a peer group of
eight publicly-traded mining companies and to the performance of
the S&P MidCap 400 Index; and for the one-year period ended
December 31, 2007 to the performance of a peer group of
eight publicly-traded mining companies and to the performance of
the S&P 500 Index. Based on our relative performance, the
named executive officers who no longer serve as executive
officers earned the following awards under the program:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peabody
|
|
|
|
|
|
Peabody
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentile
|
|
|
|
|
|
Percentile
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ranking
|
|
|
|
|
|
Ranking
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Among Peer
|
|
|
|
|
|
Among Index
|
|
|
Peabody
|
|
|
Award
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies -
|
|
|
Peabody
|
|
|
Companies -
|
|
|
Ranking
|
|
|
Earned for
|
|
|
Total
|
|
|
Target
|
|
|
Actual
|
|
|
Actual
|
|
|
|
|
|
|
Total
|
|
|
Ranking
|
|
|
Total
|
|
|
Among
|
|
|
EBITDA
|
|
|
Payout
|
|
|
Award
|
|
|
Award
|
|
|
Award
|
|
|
|
Performance
|
|
|
Shareholder
|
|
|
Among Peer
|
|
|
Shareholder
|
|
|
Index
|
|
|
ROIC
|
|
|
as a % of
|
|
|
Units
|
|
|
Value
|
|
|
Shares
|
|
Name
|
|
Period
|
|
|
Return
|
|
|
Companies
|
|
|
Return
|
|
|
Companies
|
|
|
Targets
|
|
|
Target
|
|
|
(#)(1)
|
|
|
($)(2)
|
|
|
(#)(1)(3)
|
|
|
Former Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard M. Whiting
|
|
|
2005-2007
|
|
|
|
93.5
|
%
|
|
|
2
|
|
|
|
96.2
|
%(4)
|
|
|
16 of
392(4
|
)
|
|
|
96.3
|
%
|
|
|
148
|
%
|
|
|
14,065
|
|
|
|
1,235,801
|
|
|
|
22,380
|
|
|
|
|
2006-2008
|
|
|
|
83.9
|
%
|
|
|
3
|
|
|
|
77.8
|
%(4)
|
|
|
86 of
383(4
|
)
|
|
|
0.0
|
%
|
|
|
100
|
%
|
|
|
34,598
|
|
|
|
2,051,935
|
|
|
|
37,159
|
|
|
|
|
2007-2009
|
|
|
|
71.9
|
%
|
|
|
3
|
|
|
|
93.6
|
%(5)
|
|
|
33 of
496(5
|
)
|
|
|
159.1
|
%
|
|
|
170
|
%
|
|
|
20,408
|
|
|
|
2,055,492
|
|
|
|
37,224
|
|
Jiri Nemec
|
|
|
2005-2007
|
|
|
|
93.5
|
%
|
|
|
2
|
|
|
|
96.2
|
%(4)
|
|
|
16 of
392(4
|
)
|
|
|
96.3
|
%
|
|
|
148
|
%
|
|
|
8,234
|
|
|
|
723,468
|
|
|
|
13,102
|
|
|
|
|
2006-2008
|
|
|
|
83.9
|
%
|
|
|
3
|
|
|
|
77.8
|
%(4)
|
|
|
86 of
383(4
|
)
|
|
|
0.0
|
%
|
|
|
100
|
%
|
|
|
15,303
|
|
|
|
907,589
|
|
|
|
16,436
|
|
|
|
|
2007-2009
|
|
|
|
71.9
|
%
|
|
|
3
|
|
|
|
93.6
|
%(5)
|
|
|
33 of
496(5
|
)
|
|
|
159.1
|
%
|
|
|
170
|
%
|
|
|
10,262
|
|
|
|
1,033,588
|
|
|
|
18,718
|
|
|
|
|
(1) |
|
Number of shares has been adjusted to reflect our
2-for-1
stock splits in March 2005 and February 2006, and to reflect the
spin-off of Patriot on October 31, 2007. |
|
(2) |
|
The value of the awards was calculated based on the average
closing price per share of our Common Stock for the four-week
period ended December 31, 2007 ($59.31). |
|
(3) |
|
The actual shares awarded were calculated based on the closing
price per share of our Common Stock on the settlement date,
February 4, 2008 ($55.22). |
|
(4) |
|
The index is designed to track the performance of companies
included in the S&P MidCap 400. |
|
(5) |
|
The index is designed to track the performance of companies
included in the S&P 500. |
50
PENSION
BENEFITS IN 2007
Our Salaried Employees Retirement Plan, or pension plan, is a
defined benefit plan. The pension plan provides a
monthly annuity to eligible salaried employees when they retire.
An employee must have at least five years of service to be
vested in the pension plan. A full benefit is available to a
retiree at age 62. A retiree can begin receiving a benefit
as early as age 55; however, a 4% reduction factor applies
for each year a retiree receives a benefit prior to age 62.
An individuals retirement benefit under the pension plan
is equal to the sum of (1) 1.112% of the highest average
monthly earnings over 60 consecutive months up to the
covered compensation limit multiplied by the
employees years of service, not to exceed 35 years,
and (2) 1.5% of the average monthly earnings over 60
consecutive months over the covered compensation
limit multiplied by the employees years of service,
not to exceed 35 years. Under the plan,
earnings include compensation earned as base salary
and up to five annual incentive awards.
We announced in February 1999 that the pension plan would be
phased out beginning January 1, 2001. Certain transition
benefits were introduced based on the age and service of the
employee at December 31, 2000: (1) employees
age 50 or older continue to accrue service at 100%;
(2) employees between the ages of 45 and 49 or under
age 45 with 20 years or more of service continue to
accrue service at the rate of 50% for each year of service
worked after December 31, 2000; and (3) employees
under age 45 with less than 20 years of service have
had their pension benefits frozen. In all cases, final average
earnings for retirement purposes are capped at December 31,
2000 levels.
Listed below is the estimated present value of the current
accumulated pension benefit as of December 31, 207 for the
named executive officers who currently serve as executive
officers. The estimated present value was determined assuming
the officer retires at age 62, the normal retirement age
under the plan, using a discount rate of 6.75% and the RP 2000
White Collar Mortality with Mortality Improvements Projected to
2007 with Scale AA Table. Other material assumptions used in
making the calculations are discussed in note 15 to our
consolidated financial statements included in our 2007 Annual
Report. The disclosed amounts are estimates only and do not
necessarily reflect the actual amounts that will be paid to the
officers, which will be known only at the time they become
eligible for payment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present Value of
|
|
|
|
|
|
|
|
|
Number of Years
|
|
|
Accumulated
|
|
|
Payments in
|
|
|
|
|
|
Credited Service
|
|
|
Benefit
|
|
|
2007
|
|
Name
|
|
Plan Name
|
|
(#)(1)
|
|
|
($)
|
|
|
($)
|
|
|
Current Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory H.
Boyce(2)
|
|
Salaried Employees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard A.
Navarre(3)
|
|
Salaried Employees
|
|
|
8.8
|
|
|
|
167,247
|
|
|
|
|
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric
Ford(2)
|
|
Salaried Employees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
Sharon D.
Fiehler(3)
|
|
Salaried Employees
|
|
|
20.8
|
|
|
|
394,284
|
|
|
|
|
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
Roger B. Walcott,
Jr.(3)
|
|
Salaried Employees
|
|
|
3.6
|
|
|
|
143,306
|
|
|
|
|
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Due to the phase-out of our pension plan as described above,
years of credited service may be less than years of actual
service. Actual years of service for the officers eligible to
participate in the pension plan are as follows:
Mr. Navarre: 14.76; Ms. Fiehler: 26.79; and
Mr. Walcott: 9.59. |
51
|
|
|
(2) |
|
Mr. Boyce and Mr. Ford are not eligible to receive
benefits under our pension plan because their employment with us
began after the phase-out of the plan. |
|
(3) |
|
Under the terms of the phase-out, Mr. Navarres,
Ms. Fiehlers and Mr. Walcotts pension
benefits were frozen as of December 31, 2000, and years of
credited service, for the purpose of the pension plan, ceased to
accrue. |
Listed below is the estimated present value of the current
accumulated pension benefit as of December 31, 2007 for the
named executive officers who no longer serve as executive
officers. The estimated present value was determined assuming
the officer retires at age 62, the normal retirement age
under the plan, using a discount rate of 6.75% and the RP 2000
White Collar Mortality with Mortality Improvements Projected to
2007 with Scale AA Table. Other material assumptions used in
making the calculations are discussed in note 15 to our
consolidated financial statements included in our 2007 Annual
Report. The disclosed amounts are estimates only and do not
necessarily reflect the actual amounts that will be paid to the
officers, which will be known only at the time they become
eligible for payment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present Value of
|
|
|
|
|
|
|
Number of Years
|
|
Accumulated
|
|
Payments in
|
|
|
|
|
Credited Service
|
|
Benefit
|
|
2007
|
Name
|
|
Plan Name
|
|
(#)(1)
|
|
($)
|
|
($)
|
|
Former Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard M.
Whiting(2)
|
|
Salaried Employees
|
|
|
27.4
|
|
|
|
1,475,893
|
|
|
|
|
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
Jiri
Nemec(3)
|
|
Salaried Employees
|
|
|
14.7
|
|
|
|
204,260
|
|
|
|
|
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Due to the phase-out of our pension plan as described above,
years of credited service may be less than years of actual
service. Actual years of service are as follows:
Mr. Whiting: 31.4; and Mr. Nemec 21.5. |
|
(2) |
|
Under the terms of the phase-out, Mr. Whiting accrues
credited service at the rate of 50% for each year of actual
service after December 31, 2000. |
|
(3) |
|
Under the terms of the phase-out Mr. Nemecs pension
benefits were frozen as of December 31, 2000, and years of
credited service, for the purpose of the pension plan, ceased to
accrue. |
52
NONQUALIFIED
DEFERRED COMPENSATION IN 2007
The following table sets forth detail about the nonqualified
deferred compensation accounts for 2007 of the named executive
officers who currently serve as executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
Executive
|
|
|
Company
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
Balance as of
|
|
|
|
|
|
Contributions in
|
|
|
Contributions in
|
|
|
Earnings in
|
|
|
Withdrawals/
|
|
|
December 31,
|
|
|
|
|
|
2007
|
|
|
2007
|
|
|
2007
|
|
|
Distributions
|
|
|
2007
|
|
Name
|
|
Plan Name
|
|
($)
|
|
|
($)(1)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
|
|
Excess Defined Contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory H. Boyce
|
|
Retirement Plan
|
|
|
53,101
|
|
|
|
45,301
|
|
|
|
17,557
|
|
|
|
|
|
|
|
478,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess Defined Contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Plan Performance
|
|
|
|
|
|
|
36,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard A. Navarre
|
|
Excess Defined Contribution
Retirement Plan
|
|
|
30,100
|
|
|
|
25,800
|
|
|
|
24,272
|
|
|
|
|
|
|
|
404,958
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess Defined Contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Plan Performance
|
|
|
|
|
|
|
20,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess Defined Contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric Ford
|
|
Retirement Plan
|
|
|
19,562
|
|
|
|
19,000
|
|
|
|
144
|
|
|
|
|
|
|
|
38,705
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess Defined Contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Plan Performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement(2)
|
|
|
|
|
|
|
800,000
|
|
|
|
|
|
|
|
|
|
|
|
800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sharon D. Fiehler
|
|
Excess Defined Contribution
Retirement Plan
|
|
|
20,466
|
|
|
|
12,315
|
|
|
|
8,873
|
|
|
|
|
|
|
|
213,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess Defined Contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Plan Performance
|
|
|
|
|
|
|
9,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roger B. Walcott, Jr.
|
|
Excess Defined Contribution
Retirement Plan
|
|
|
15,100
|
|
|
|
15,000
|
|
|
|
35,842
|
|
|
|
|
|
|
|
446,811
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess Defined Contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Plan Performance
|
|
|
|
|
|
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The amount reported for the Performance Contribution to the
Excess Defined Contribution Retirement Plan is also included in
the Annual 401(k) Matching and Performance
Contributions column of the All Other Compensation table
on page 39 of this Proxy Statement. |
|
(2) |
|
The amounts reported for Messrs. Boyce and Ford are
discussed in the Employment Agreements section on page 33
of this Proxy Statement. The amount reported for Mr. Ford
is also included in the All Other Compensation table on
page 39 of this Proxy Statement. |
53
The following table sets forth detail about the nonqualified
deferred compensation accounts for 2007 of the named executive
officers who no longer serve as executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
|
Executive
|
|
Company
|
|
Aggregate
|
|
Aggregate
|
|
Balance as of
|
|
|
|
|
Contributions in
|
|
Contributions in
|
|
Earnings in
|
|
Withdrawals /
|
|
December 31,
|
|
|
|
|
2007
|
|
2007
|
|
2007
|
|
Distributions
|
|
2007
|
Name
|
|
Plan Name
|
|
($)
|
|
($)(1)
|
|
($)
|
|
($)
|
|
($)
|
|
|
|
Excess Defined Contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard M. Whiting
|
|
Retirement Plan
|
|
|
17,510
|
|
|
|
14,933
|
|
|
|
44,314
|
|
|
|
|
|
|
|
602,542
|
|
|
|
Excess Defined Contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Plan Performance
|
|
|
|
|
|
|
16,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess Defined Contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jiri Nemec
|
|
Retirement Plan
|
|
|
13,353
|
|
|
|
5,007
|
|
|
|
20,719
|
|
|
|
|
|
|
|
253,349
|
|
|
|
Excess Defined Contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Plan Performance
|
|
|
|
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Compensation
Plan(2)
|
|
|
|
|
|
|
|
|
|
|
(9,144
|
)
|
|
|
820,971
|
|
|
|
|
|
|
|
|
(1) |
|
The amount reported for the Performance Contribution to the
Excess Defined Contribution Retirement Plan is also included in
the Annual 401(k) Matching and Performance
Contributions column of the All Other Compensation table
on page 40 of this Proxy Statement. |
|
(2) |
|
Our Deferred Compensation Plan was amended effective
January 1, 2005 such that no new participants and no
additional deferrals were permitted following that date.
Mr. Nemec received payout for his Deferred Compensation
Plan balance in March of 2007 pursuant to the terms of his
previous deferral elections. |
POTENTIAL
PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The table below reflects the amount of compensation that would
have been payable to the named executive officers who currently
serve as executive officers in the event of termination of such
executives employment, including certain benefits upon a
change in control of the Company, pursuant to the terms of their
employment agreements and long-term incentive agreements. The
amounts shown assume a termination effective as of
December 31, 2007, including a
gross-up for
certain taxes in the event that any payment made in connection
with the change in control was subject to the excise tax imposed
by Section 4999 of the Internal Revenue Code. The actual
amounts that would be payable can be determined only at the time
of the executives termination. The amount of compensation
payable to each executive upon Retirement is not included in the
table, as none of the executives were eligible for retirement
(age 55, with 10 years of service) as of
December 31, 2007. Mr. Whiting and Mr. Nemec were
no longer employed by us as of December 31, 2007 and are
therefore excluded from these tables.
54
Potential
Payments Upon Termination and Change in Control
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Vesting/Earnout
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
Contd Benefits
|
|
|
Cash
|
|
|
of Unvested Equity
|
|
|
Excise Tax
|
|
|
|
|
|
|
Severance
|
|
|
& Perquisites
|
|
|
Payment
|
|
|
Compensation(1)
|
|
|
Gross-Up(2)
|
|
|
Total
|
|
|
Gregory H. Boyce
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Cause Termination
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
n/a
|
|
|
$
|
0
|
|
Voluntary
Termination(3)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,356,080
|
|
|
|
n/a
|
|
|
|
1,356,080
|
|
Death or
Disability(4)
|
|
|
0
|
|
|
|
0
|
|
|
|
2,300,671
|
|
|
|
24,854,885
|
|
|
|
n/a
|
|
|
|
27,155,556
|
|
Involuntary Termination Without Cause or For
Good
Reason(5)
|
|
|
6,410,393
|
|
|
|
363,538
|
|
|
|
2,300,671
|
|
|
|
18,530,082
|
|
|
|
n/a
|
|
|
|
27,604,684
|
|
Involuntary Termination Related to a Change in
Control(6)
|
|
|
6,410,393
|
|
|
|
363,538
|
|
|
|
2,300,671
|
|
|
|
24,262,794
|
|
|
|
6,111,816
|
|
|
|
39,449,212
|
|
Richard A. Navarre
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Cause Termination or Voluntary
Termination(3)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
76,923
|
|
|
$
|
0
|
|
|
|
n/a
|
|
|
$
|
76,923
|
|
Death or
Disability(4)
|
|
|
0
|
|
|
|
0
|
|
|
|
925,707
|
|
|
|
8,971,430
|
|
|
|
n/a
|
|
|
|
9,897,137
|
|
Involuntary Termination Without Cause or For
Good
Reason(5)
|
|
|
2,883,353
|
|
|
|
174,232
|
|
|
|
925,707
|
|
|
|
2,463,240
|
|
|
|
n/a
|
|
|
|
6,446,532
|
|
Involuntary Termination Related to a Change in
Control(6)
|
|
|
2,883,353
|
|
|
|
174,232
|
|
|
|
925,707
|
|
|
|
12,479,521
|
|
|
|
0
|
|
|
|
16,462,813
|
|
Eric Ford
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Cause Termination or Voluntary
Termination(3)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
n/a
|
|
|
$
|
0
|
|
Death or
Disability(4)
|
|
|
0
|
|
|
|
0
|
|
|
|
1,384,105
|
|
|
|
6,292,406
|
|
|
|
n/a
|
|
|
|
7,676,510
|
|
Involuntary Termination Without Cause or For
Good
Reason(5)
|
|
|
2,340,000
|
|
|
|
171,186
|
|
|
|
1,384,105
|
|
|
|
3,082,706
|
|
|
|
n/a
|
|
|
|
6,977,996
|
|
Involuntary Termination Related to a Change in
Control(6)
|
|
|
2,340,000
|
|
|
|
171,186
|
|
|
|
1,384,105
|
|
|
|
4,581,347
|
|
|
|
0
|
|
|
|
8,476,637
|
|
Sharon D. Fiehler
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Cause Termination or Voluntary
Termination(3)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
62,769
|
|
|
$
|
0
|
|
|
|
n/a
|
|
|
$
|
62,769
|
|
Death or
Disability(4)
|
|
|
0
|
|
|
|
0
|
|
|
|
518,470
|
|
|
|
5,263,916
|
|
|
|
n/a
|
|
|
|
5,782,386
|
|
Involuntary Termination Without Cause or For
Good
Reason(5)
|
|
|
1,825,560
|
|
|
|
115,887
|
|
|
|
518,470
|
|
|
|
1,531,756
|
|
|
|
n/a
|
|
|
|
3,991,673
|
|
Involuntary Termination Related to a Change in
Control(6)
|
|
|
1,825,560
|
|
|
|
115,887
|
|
|
|
518,470
|
|
|
|
9,126,257
|
|
|
|
0
|
|
|
|
11,586,174
|
|
Roger B. Walcott, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Cause Termination or Voluntary
Termination(3)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
33,538
|
|
|
$
|
0
|
|
|
|
n/a
|
|
|
$
|
33,538
|
|
Death or
Disability(4)
|
|
|
0
|
|
|
|
0
|
|
|
|
393,538
|
|
|
|
3,595,598
|
|
|
|
n/a
|
|
|
|
3,989,136
|
|
Involuntary Termination Without Cause or For
Good
Reason(5)
|
|
|
1,896,107
|
|
|
|
136,377
|
|
|
|
393,538
|
|
|
|
867,138
|
|
|
|
n/a
|
|
|
|
3,293,159
|
|
Involuntary Termination Related to a Change in
Control(6)
|
|
|
1,896,107
|
|
|
|
136,377
|
|
|
|
393,538
|
|
|
|
5,187,858
|
|
|
|
n/a
|
|
|
|
7,613,880
|
|
|
|
|
(1) |
|
Reflects the value the named executive officer could realize as
a result of the accelerated vesting of any unvested stock option
awards, based on the stock price on the last business day of
2007, $61.64. The value realized is not and would not be our
liability. |
55
|
|
|
(2) |
|
Includes excise tax, plus the effect of 35% federal income
taxes, 6% state income taxes, and 1.45% FICA-HI taxes on the
excise tax. |
|
(3) |
|
For all named executive officers except Mr. Boyce the
compensation payable would include accrued but unused vacation.
Mr. Boyces compensation payable in the event of
voluntary termination would include a) accrued but unused
vacation ($0 as of December 31, 2007), and b) the
prorated value of outstanding restricted shares as determined by
his October 1, 2003 restricted stock grant agreement.
For Cause means (1) any material and
uncorrected breach by the executive of the terms of his or her
employment agreement, including but not limited to engaging in
disclosure of secret or confidential information, (2) any
willful fraud or dishonesty of the executive involving our the
property or business, (3) a deliberate or willful refusal
or failure to comply with any major corporate policies which are
communicated in writing or (4) the executives
conviction of, or plea of no contest to any felony if such
conviction shall result in imprisonment. |
|
(4) |
|
For all named executive officers except Mr. Boyce,
compensation payable upon Death or Disability would include
a) accrued but unused vacation, b) prorated annual
incentive for year of termination, c) 100% payout of
outstanding performance units based on actual performance to the
date of termination, and d) the value an executive could
realize as a result of the accelerated vesting of any unvested
stock option awards, per the terms of the executives stock
option grant agreement. Mr. Boyces compensation
payable upon Death or Disability would include a) accrued
but unused vacation, b) prorated annual incentive for year
of termination, c) 100% payout of outstanding performance
units based on actual performance to the date of termination,
d) the value Mr. Boyce would realize as a result of
the accelerated vesting of any unvested stock option awards, per
the terms of his stock option grant agreement, e) a lump
sum of $800,000, f) deferred compensation equal to the fair
market value of 86,602 shares of Common Stock on the date
of termination, and g) the fair market value on the date of
termination of 100,000 restricted shares of Common Stock for
which vesting would accelerate. For 2007, the prorated annual
incentive was equal to 100% of the sum of the non-equity
incentive plan and bonus compensation, as shown in the Summary
Compensation Table on page 36 of this Proxy Statement, and
payout of performance units reflects the values for the 2006 and
2007 performance units as shown in the Outstanding Equity Awards
at 2007 Fiscal Year End table beginning on page 42 of this
Proxy Statement. Amounts do not include life insurance payments
in the case of death. |
|
(5) |
|
For all named executive officers except Mr. Boyce, the
compensation payable would include a) severance payments of
two times base salary, b) a payment equal to two times the
higher of (1) the target annual incentive or (2) the
average of the actual annual incentives paid in the three prior
years, c) prorated annual incentive for year of
termination, d) continuation of benefits for two years, and
e) prorated payout of outstanding performance units based
on performance to the date of termination. Mr. Boyces
compensation payable would include a) severance payments of
three times base salary, b) a payment equal to three times
the higher of (1) the target annual incentive or
(2) the average of the actual annual incentives paid in the
three prior years, c) prorated annual incentive for year of
termination, d) continuation of benefits for three years,
e) prorated payout of outstanding performance units based
on performance to the date of termination, f) a lump sum of
$800,000, g) deferred compensation equal to the fair market
value of 86,602 shares of Common Stock on the date of
termination, and h) the fair market value on the date of
termination of 160,000 restricted shares of Common Stock, which
would accelerate vest. |
|
(6) |
|
A portion of the value payable upon a change in control to the
named executive officers, other than Messrs. Boyce and
Ford, is attributable to stock options granted to them prior to
our May 2001 initial public offering (IPO). These
options were granted in connection with a leveraged buyout
transaction or LBO involving Peabody Energys
acquisition of Peabody Holding Company. The size and terms of
the pre-IPO stock options or LBO grants were
determined according to standard practices |
56
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at that time for private companies. The LBO grants, many of
which remain unexercised, were designed to be competitive in the
industry marketplace for top executives, to compensate the
management group on a basis commensurate with the risks
associated with a highly leveraged transaction, to reward
performance and to align their interests with the Companys
owners. A portion of the LBO grants vested in November 2007 and
will expire in May 2008, and a portion vest in July 2010, and
expire January 2011. Additional detail about the LBO grants is
set forth in the Outstanding Equity Awards at 2007 Fiscal Year
End table beginning on page 42 of this Proxy Statement. |
Termination
Arrangements with Former Executive Officers
On October 31, 2007, we completed the spin-off of Patriot,
which was accomplished through a special dividend of all
outstanding shares of Patriot to our shareholders. On that same
date, Richard M. Whiting elected to resign from his position as
our Executive Vice President and Chief Marketing Officer so that
he could become Patriots President and Chief Executive
Officer, and Jiri Nemec elected to resign from his position as
our Group Vice President Eastern Operations so that
he could become Patriots Senior Vice President and Chief
Operating Officer.
On May 14, 2007, we entered into a Letter Agreement with
each of Messrs. Whiting and Nemec regarding the transition
of their employment with us to their employment with Patriot.
The Letter Agreements provided for, among other things:
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Mr. Whiting and Mr. Nemecs employment with us
would continue until the date of the spin-off (October 31,
2007), which is referred to as the effective date;
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|
Mr. Whiting and Mr. Nemecs employment with
Patriot would commence on the effective date pursuant to a new
employment agreements with Patriot; and
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The handling of Mr. Whiting and Mr. Nemecs
current equity awards and benefit plans in connection with the
spin-off, as described below.
|
Under their respective Letter Agreements, each of
Messrs. Whiting and Nemec agreed that the transfer of
employment from us to Patriot in connection with the spin-off
would not constitute a termination of his employment with us,
give rise to a good reason for termination or a constructive
discharge or other circumstance that would entitle either
executive to any severance or other payments described in
Section 6 of their respective employment agreements with
us. Under the Letter Agreements, each of Messrs. Whiting
and Nemec is entitled to a credit for prior service with us and
our affiliates for purposes of vesting, eligibility for benefits
and certain other purposes under Patriots benefit plans
and arrangements, provided that the comparable Company plan
recognizes such service and such crediting does not result in
duplicate benefits.
In addition, any equity awards issued by us that were held by
Messrs. Whiting and Nemec at the time of spin-off were
handled as follows:
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stock options that were granted before 2006 and were scheduled
to vest by January 3, 2008 were adjusted as of the
effective date to take the spin-off into account; continue to
vest as long as each remains employed with Patriot; to the
extent they are vested, will expire and no longer be exercisable
on July 3, 2008 and otherwise will remain subject to the
terms and conditions of the applicable award agreement as in
effect immediately prior to the effective date;
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stock options that were granted before 2006 and were scheduled
to vest after January 3, 2008 were adjusted as of the
effective date to take the spin-off into account and were
converted to a dollar value, based on the intrinsic value of the
option at the opening price of our Common Stock on
November 1, 2007, and were distributed to him in the form
of registered shares of our Common Stock;
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57
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stock options that were granted in 2006 and 2007, whether vested
or unvested, that were unexercised on the effective date were
converted into a number of equivalent restricted shares based on
the targeted compensation value used at the time of grant, and
were distributed to each of Messrs. Whiting and Nemec as
restricted registered shares of our Common Stock on
October 12, 2007 and October 30, 2007. The
restrictions on these shares lapsed upon the effective date, and
the original stock options granted in 2006 and 2007 were
canceled;
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performance units that were scheduled to vest by January 3,
2008 and that remained outstanding immediately prior to the
effective date were adjusted to take the spin-off into account,
continue to vest as long as each remains employed with Patriot
and otherwise will remain subject to the terms and conditions of
the applicable award agreement as in effect immediately prior to
the effective date; and
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performance units that were scheduled to vest after
January 3, 2008 and that remained outstanding immediately
prior to the effective date were adjusted to take the spin-off
into account, and became payable in the form of registered
shares of our Common Stock as soon as practicable on or after
December 31, 2007, but no later than March 15, 2008,
at their full value, without proration, based on our actual
performance results as of December 31, 2007.
|
For 2007, each of Messrs. Whiting and Nemec was entitled to
receive his annual bonus for the full year, the portion of which
paid by us was based on the period of 2007 that each of
Messrs. Whiting and Nemec were employed by us, with 60% of
such annual bonus being nondiscretionary based on our
performance in accordance with the terms of our annual incentive
plan and the remaining 40% of such annual bonus being
discretionary based on Patriots performance in accordance
with standards established by Patriot.
Each of Messrs. Whiting and Nemec is entitled to his
benefits under our qualified and non-qualified defined benefit
plans, to be paid in accordance with the terms of such plans,
treating the spin-off as a termination of his employment. Each
of their account balances under our qualified defined
contribution plan was transferred into a mirror plan of Patriot.
In addition, each of their benefits under our non-qualified
defined contribution plan remains our obligation and will be
paid in accordance with the terms and conditions of such plan
following termination of employment with Patriot.
Each of Messrs. Whiting and Nemec was entitled to a
continuity of medical benefits, with us being responsible for
covered medical costs incurred up to October 31, 2007, to
the extent that each participated in our plans, and Patriot
being responsible for covered medical costs incurred thereafter,
to the extent that he participates in Patriots plans.
Each of the Letter Agreements also included nonsolicitation and
no-shop provisions which terminated on October 31, 2007.
2007
ANNUAL COMPENSATION OF DIRECTORS
Annual compensation of non-employee directors for 2007 was
comprised of cash compensation, consisting of annual retainer
and committee fees, and equity compensation, consisting of stock
option awards and restricted stock awards. Each of these
components is described in more detail below.
Directors who are also our employees receive no additional
compensation for serving as a director.
Annual
Board/Committee Fees
In 2007, non-employee directors received an annual cash retainer
of $75,000. Non-employee directors who served on more than one
committee received an additional annual $10,000 cash retainer.
58
The Audit Committee Chairperson received an additional annual
$15,000 cash retainer, and the other Audit Committee members
received additional annual $5,000 cash retainers. The
Chairpersons of the Compensation and Nominating &
Corporate Governance Committees each received an additional
annual $10,000 cash retainer.
We pay travel and accommodation expenses of directors to attend
meetings and other corporate functions. Directors do not receive
meeting attendance fees.
Annual
Equity Compensation
Non-employee directors received annual equity compensation
valued at $75,000 in 2007, awarded one-half in restricted shares
(based on the fair market value of our Common Stock on the date
of grant) and one-half in stock options (based on the
Black-Scholes methodology). The restricted stock awards
will vest on the third anniversary of the date of grant or such
other period designated by the Board of Directors pursuant to
our Long-Term Equity Incentive Plan. The stock option awards
were granted at an exercise price equal to the fair market value
of our Common Stock on the date of grant, will vest in equal
annual installments over three years, and will expire ten years
after grant. In the event of a change in control of the Company
(as defined in our Long-Term Equity Incentive Plan), all
restrictions related to the restricted stock awards will lapse
and any previously unvested options will vest. The restricted
stock awards and options also provide for vesting in the event
of death or disability or termination of service without cause
with Board consent.
The total 2007 compensation of our non-employee directors is
shown in the following tables.
Current
Non-Employee Director Compensation
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Fees Earned
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Stock
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Option
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All Other
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or Paid in
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Awards
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Awards
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Compensation
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Name
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Year
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|
Cash ($)
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($)(1)(2)
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($)(1)(3)
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($)(4)
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Total ($)
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Current Non-Employee Directors
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|
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|
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William A. Coley
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2007
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77,500
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29,169
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36,437
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143,106
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Henry Givens, Jr.
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2007
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75,000
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29,169
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36,437
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1,887
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142,493
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William E. James
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2007
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75,000
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25,003
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59,547
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159,550
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Robert B. Karn III*
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2007
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100,000
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25,003
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35,113
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216
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160,332
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Henry E. Lentz
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2007
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77,500
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30,558
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37,049
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180
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145,287
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William C. Rusnack*
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2007
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100,000
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25,003
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35,113
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|
|
|
|
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160,116
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James R. Schlesinger
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2007
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75,000
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25,003
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35,113
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|
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1,303
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|
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|
136,419
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Blanche M. Touhill*
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2007
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85,000
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25,003
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35,113
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1,051
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146,167
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John F. Turner
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2007
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77,500
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41,669
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34,410
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3,398
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156,977
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Sandra Van Trease
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2007
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80,000
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25,003
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35,113
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1,851
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141,967
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Alan H. Washkowitz
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2007
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78,750
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|
30,558
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37,049
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|
|
|
|
|
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|
146,357
|
|
|
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(1) |
|
Amounts in the Stock Awards and Option Awards columns represent
the respective amounts of expense recognized for financial
statement reporting purposes in 2007 in accordance with
FAS 123R. For all current non-employee directors the grant
date fair value for stock awards determined under FAS 123R
for financial reporting purposes was $37,500, and the grant date
fair value for option awards determined under FAS 123R for
financial reporting purposes was also $37,500. A discussion of
the relevant fair value assumptions is set forth in note 18
to our consolidated financial statements included in our 2007
Annual Report. We caution that the amount ultimately realized
from the stock and option awards will likely vary based on a
number of factors, including our actual operating |
59
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performance, stock price fluctuations and the timing of
exercises (in the case of options only) and sales. |
|
(2) |
|
As of December 31, 2007, the aggregate number of unvested
restricted stock awards outstanding for each current
non-employee director was as follows: Mr. Coley, 1,861;
Dr. Givens, 1,861; Mr. James, 1,861; Mr. Karn,
1,861; Mr. Lentz, 1,861; Mr. Rusnack, 1,861;
Dr. Schlesinger, 1,861; Dr. Touhill, 1,861;
Mr. Turner, 3,455; Ms. Van Trease, 1,861; and
Mr. Washkowitz, 1,861. |
|
(3) |
|
As of December 31, 2007, the aggregate number of option
awards outstanding for each current non-employee director was as
follows: Mr. Coley, 16,377; Dr. Givens, 16,377;
Mr. James, 66,745; Mr. Karn, 23,972; Mr. Lentz,
16,377; Mr. Rusnack, 31,745; Dr. Schlesinger, 31,745;
Dr. Touhill, 31,745; Mr. Turner, 7,413; Ms. Van
Trease, 23,972; and Mr. Washkowitz, 16,377. The numbers
have been adjusted to reflect the spin-off of Patriot on
October 31, 2007. |
|
(4) |
|
Includes the aggregate incremental cost of use of corporate
aircraft as determined on a per flight basis, including the cost
of fuel, landing fees, the cost of in-flight meals, sales tax,
crew expenses, the hourly cost of aircraft maintenance for the
applicable number of flight hours, and other variable costs
specifically incurred. Amounts represent trips where a
spouse/guest accompanied a non-employee director on corporate
aircraft for Company business purposes. |
Former
Non-Employee Director Compensation
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Fees Earned
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Stock
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Option
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All Other
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or Paid in
|
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Awards
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Awards
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Compensation
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Name
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Year
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Cash ($)
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($)(1)(2)
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($)(1)(3)
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($)(4)
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Total ($)
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Former Non-Employee Director
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B. R.
Brown(5)
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2007
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75,000
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|
62,497
|
|
|
|
29,615
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|
|
|
1,269
|
|
|
|
168,381
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(1) |
|
Amounts in the Stock Awards and Option Awards columns represent
the respective amounts of expense recognized for financial
statement reporting purposes in 2007 in accordance with
FAS 123R. For Mr. Brown the grant date fair value for
stock awards determined under FAS 123R for financial
reporting purposes was $37,500, and the grant date fair value
for option awards determined under FAS 123R for financial
reporting purposes was also $37,500. A discussion of the
relevant fair value assumptions is set forth in note 18 to
our consolidated financial statements included in our 2007
Annual Report. We caution that the amount ultimately realized
from the stock and option awards will likely vary based on a
number of factors, including our actual operating performance,
stock price fluctuations and the timing of exercises (in the
case of options only) and sales. |
|
(2) |
|
As of December 31, 2007, Mr. Brown has no outstanding
unvested restricted stock awards. |
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(3) |
|
As of December 31, 2007, the aggregate number of option
awards outstanding held by Mr. Brown was 16,377. The
numbers have been adjusted to reflect the spin-off of Patriot on
October 31, 2007. |
|
(4) |
|
Includes the aggregate incremental cost of use of corporate
aircraft as determined on a per flight basis, including the cost
of fuel, landing fees, the cost of in-flight meals, sales tax,
crew expenses, the hourly cost of aircraft maintenance for the
applicable number of flight hours, and other variable costs
specifically incurred. Amounts represent trips where a spouse
accompanied a non-employee director on corporate aircraft for
Company business purposes. |
|
(5) |
|
On October 10, 2007, Mr. Brown elected to retire from
his position as one of our non-employee directors to assume a
non-employee director position with Patriot. |
60
2007
ANNUAL COMPENSATION OF THE FORMER CHAIRMAN
Mr. Engelhardt, our former Chairman of the Board and former
Chief Executive Officer, served as one of our senior officers
until the spin off of Patriot on October 31, 2007, at which
time he elected to resign from his position in order to assume
the position of Chairman of the Board of Patriot. Prior to his
resignation Mr. Engelhardt served as a senior officer of
the Company and received a salary and other compensation
pursuant to the terms of an employment agreement with the
Company. Mr. Engelhardt resigned from his position as one
of our directors effective October 31, 2007. He received no
additional compensation for serving as a director.
The Company entered into an amended employment agreement with
Mr. Engelhardt effective January 1, 2006 at a salary
and bonus level as described below. Mr. Engelhardts
amended agreement was for a term of two years, which could have
been extended by mutual agreement. In structuring the terms of
Mr. Engelhardts employment agreement, the
Compensation Committee considered his extensive experience and
relationships in the coal industry, and designed a compensation
package it believed necessary to retain his services for our
benefit and that of our shareholders. In consultation with its
independent compensation consultant and based on its assessment
of Mr. Engelhardts anticipated future contributions
to us, the Committee deemed the magnitude and structure of his
employment agreement to be appropriate and recommended it to the
Board of Directors for approval. The Board, excluding
Mr. Engelhardt and Mr. Boyce, approved the employment
agreement based on the Committees recommendation.
In 2007 Mr. Engelhardt received an annual salary of
$350,000 for his service as one of our senior officers, and
earned non-equity incentive compensation in the amount of
$125,028, equal to 43% of his salary. Mr. Engelhardt
received no option award, performance unit award, or restricted
stock award grants in 2007. Other compensation we paid to
Mr. Engelhardt during 2007 included group term life
insurance, $594; and 401(k) company match and performance
contribution, $20,417.
As of December 31, 2007 Mr. Engelhardts
aggregate number of outstanding awards were as follows:
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Option Awards
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|
|
|
|
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Equity Incentive
|
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|
|
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|
|
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|
|
|
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Plan Awards:
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Number of
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|
|
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Securities
|
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|
|
|
|
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|
|
Underlying
|
|
|
Underlying
|
|
|
Underlying
|
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|
|
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|
|
|
|
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Unexercised
|
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Unexercised
|
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Unexercised
|
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|
Option
|
|
|
|
|
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|
Options
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|
Options
|
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Unearned
|
|
|
Exercise
|
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|
|
|
|
(#)(1)
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(#)(1)
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Options
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Price
|
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|
Option
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Name
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Exercisable
|
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|
Unexercisable
|
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|
(#)
|
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|
($)(1)
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|
Expiration Date
|
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Irl F. Engelhardt
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|
|
|
|
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|
|
|
|
|
|
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|
|
|
|
|
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|
LBO Grants
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137,572
|
(2)
|
|
|
|
|
|
|
3.3001
|
|
|
|
1/1/2011
|
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|
|
|
|
|
|
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|
Post-IPO Grants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,070
|
(3)
|
|
|
|
|
|
|
18.7178
|
|
|
|
1/25/2015
|
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Total
|
|
|
|
|
|
|
177,642
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The number and exercise price of all options have been adjusted
to reflect our
2-for-1
stock splits in March 2005 and February 2006, and the spin-off
of Patriot on October 31, 2007. |
|
(2) |
|
The options were granted on January 1, 2001 and vest on
July 1, 2010. |
|
(3) |
|
The options were granted on January 25, 2005 and vest in
three equal annual installments beginning January 25, 2006. |
61
A substantial portion of Mr. Engelhardts outstanding
awards is attributable to stock options granted to him prior to
our May 2001 initial public offering (IPO) when he
served as Chief Executive Officer and Chairman. These options
were granted in connection with a leveraged buyout transaction
or LBO involving Peabody Energys acquisition
of Peabody Holding Company. The size and terms of the pre-IPO
stock options or LBO grants were determined
according to standard practices at that time for private
companies. The LBO grants, many of which remain unexercised,
were designed to be competitive in the industry marketplace for
top executives, to compensate the management group on a basis
commensurate with the risks associated with a highly leveraged
transaction, to reward performance and to align their interests
with our owners. A portion of the LBO grants vested in November
2007 and the remaining portion vest in July 2010, and expire in
May 2008 and January 2011, respectively. Mr. Engelhardt
would be entitled to accelerated vesting of his outstanding
stock option awards upon a change in control of the Company
under the terms of his long-term incentive agreements.
The 2007 compensation expense recognized for financial statement
reporting purposes in accordance with FAS 123R for
Mr. Engelhardts awards are as follows: option awards,
$451,122; and performance unit awards, $1,222,997.
As of December 31, 2007 Mr. Engelhardt had
28 years of credited service under the Salaried Employees
Retirement Plan, and the estimated present value of his current
accumulated pension benefit was $5,384,079. The change in
pension value for Mr. Engelhardt for 2007 was $445,336, and
resulted from an increase in the discount rate from 6.0% to
6.75%. Mr. Engelhardt no longer accrues service under the
plan.
In 2007 Mr. Engelhardt exercised 1,316,552 stock options
and realized a total value of $61,243,095 from the exercise of
these options. He earned 98,243 shares of Common Stock in
connection with the payout of the performance unit awards
granted on January 3, 2005, which were delivered in
February 2008.
Compensation
Committee Interlocks and Insider Participation
Messrs. Coley, Karn, Lentz and Turner currently serve on
the Compensation Committee. None of these committee members is
employed by the Company.
Policy
for Approval of Related Person Transactions
Pursuant to a written policy adopted by our Board of Directors
on January 23, 2007, the Nominating & Corporate
Governance Committee is responsible for reviewing and approving
all transactions between the Company and certain related
persons, such as its executive officers, directors and
owners of more than 5% of our voting securities. In reviewing a
transaction, the Committee considers the relevant facts and
circumstances, including the benefits to us, any impact on
director independence and whether the terms are consistent with
a transaction available on an arms-length basis. Only those
related person transactions that are determined to be in (or not
inconsistent with) our best interests and the best interests of
our shareholders are permitted to be approved. No member of the
Committee may participate in any review of a transaction in
which the member or any of his or her family members is the
related person. A copy of the policy can be found on our website
(www.peabodyenergy.com) by clicking on
Investors, then Corporate Governance,
and then Nominating and Corporate Governance Committee
Charter and is available in print to any shareholder who
requests it. Information on our website is not considered part
of this Proxy Statement.
Certain
Transactions and Relationships
A sibling of Mr. Engelhardt, our former Chairman who
resigned in October 2007, is employed as Director of Real Estate
Sales for one of our subsidiaries. His compensation (less than
$200,000 in 2007) is
62
in accordance with our employment and compensation practices
applicable to employees with similar qualifications,
responsibilities and positions.
RATIFICATION
OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(ITEM 2)
The Board of Directors has, upon the recommendation of the Audit
Committee, appointed Ernst & Young LLP as our
independent registered public accounting firm for the fiscal
year ending December 31, 2008, subject to ratification by
our shareholders. While the Audit Committee is responsible for
the appointment, compensation, retention, termination and
oversight of the independent registered public accounting firm,
the Audit Committee and the Board are requesting, as a matter of
policy, that the shareholders ratify the appointment of
Ernst & Young LLP as our independent registered public
accounting firm. The Audit Committee is not required to take any
action as a result of the outcome of the vote on this proposal.
However, if our shareholders do not ratify the appointment, the
Audit Committee may investigate the reasons for shareholder
rejection and may consider whether to retain Ernst &
Young LLP or to appoint another independent registered public
accounting firm. Furthermore, even if the appointment is
ratified, the Audit Committee in its discretion may appoint a
different independent registered public accounting firm at any
time during the year if it determines that such a change would
be in our best interests and the best interests of our
shareholders.
Representatives of Ernst & Young LLP are expected to
be present at the Annual Meeting. Such representatives will have
an opportunity to make a statement, if they so desire, and will
be available to respond to appropriate questions by
shareholders. For additional information regarding our
relationship with Ernst & Young LLP, please refer to
Report of the Audit Committee and Fees Paid to
Independent Registered Public Accounting Firm on pages 13
and 14 of this Proxy Statement.
The Board of Directors recommends that you vote
For Item 2, which ratifies the appointment of
Ernst & Young LLP as our independent registered public
accounting firm for the fiscal year ending December 31,
2008.
PROPOSAL TO
DECLASSIFY THE BOARD OF DIRECTORS (ITEM 3)
The Board of Directors proposes to amend Article Seventh of
our Third Amended and Restated Certificate of Incorporation (the
Certificate of Incorporation) to provide for the
annual election of directors. Currently, the Board is divided
into three classes, with directors elected to staggered
three-year terms. Approximately one-third of our directors stand
for election each year. If the proposed amendment to the
Certificate of Incorporation is approved, directors will be
elected to one-year terms of office starting at the 2009 Annual
Meeting of Shareholders. To ensure a smooth transition to the
new board structure, directors currently serving terms that
expire at the 2010 and 2011 Annual Meetings of Shareholders will
(subject to their earlier resignation or removal) serve the
remainder of their respective terms, and thereafter their
successors will be elected to one-year terms. From and after the
2011 Annual Meeting of Shareholders, all directors will stand
for election annually.
This proposal results from an ongoing review of corporate
governance matters by the Nominating and Corporate Governance
Committee and the Board. In its review, the Committee and the
Board considered the advantages of maintaining the classified
Board structure in light of our current circumstances, including
that a classified Board structure promotes Board continuity and
stability, encourages a long-term perspective by company
management, and reduces vulnerability to coercive takeover
tactics. While the Committee and the Board continue to believe
that these are important considerations, the Committee and the
Board also considered potential advantages of declassification
in light of our current
63
circumstances, including the ability of shareholders to evaluate
directors annually, as well as the maintenance of best practices
in corporate governance by the Company. The Committee and the
Board also considered the views of our shareholders regarding
the classified Board structure, including the support of the
holders of a majority of our outstanding Common Stock for the
shareholder proposals to declassify the Board presented at the
2005, 2006 and 2007 Annual Meetings of Shareholders. The
Committee and the Board also considered that many
U.S. public companies have eliminated their classified
Board structures in recent years in favor of annual director
elections.
After carefully weighing all of these considerations, including
consideration of advice from outside experts, the Committee
recommended to the Board the elimination of our classified Board
structure. The Board has approved the proposed amendment to our
Certificate of Incorporation, a copy of which is attached to
this Proxy Statement as Appendix A, and recommends
that the shareholders adopt the amendment by voting in favor of
this proposal.
Under the Certificate of Incorporation, this proposal must be
approved by the affirmative vote of the holders of at least
75 percent in voting power of all the shares of the Company
entitled to vote generally in the election of directors, voting
as a single class. Accordingly, this proposal will be approved,
and the proposed amendment to the Certificate of Incorporation
adopted, upon the affirmative vote of the holders of
75 percent of our outstanding Common Stock. Abstentions and
broker non-votes will have the effect of an Against
vote on this proposal.
The Board of Directors recommends that you vote
For Item 3, to approve an amendment to our
Certificate of Incorporation to declassify the Board of
Directors.
APPROVAL
OF OUR 2008 MANAGEMENT ANNUAL INCENTIVE COMPENSATION PLAN
(ITEM 4)
The Board of Directors adopted the Peabody Energy Corporation
2008 Management Annual Incentive Compensation Plan (the
Plan) on March , 2008, subject to
approval by our shareholders at the Annual Meeting. The Plan
will be effective upon its approval by our shareholders. The
purpose of the Plan is to provide our eligible officers with
annual performance-based incentive compensation. Additionally,
the Plan is intended to focus their interests on, and reward
them for the achievement of, the key measures of our success and
for increasing shareholder value.
Summary
of the Plan
The main features of the Plan are described below. The following
summary is qualified by reference to the full text of the Plan,
which is attached as Appendix B to this Proxy
Statement.
Administration. The Plan will be administered
by the Compensation Committee, or another committee determined
by the Board of Directors (the Committee). Each
member of the Committee will be an outside director
(as defined in Section 162(m) of the Internal Revenue Code
of 1986, as amended (the Internal Revenue Code)) of
the Company. The Committee will have broad authority to
administer and interpret the Plan.
Eligibility. Our officers who are subject to
Section 16 of the Securities Exchange Act of 1934 and
selected by the Committee to be participants will be eligible to
receive awards under the Plan. In general, such officers include
our president, principal financial officer, principal accounting
officer, any vice-president in charge of a principal business
unit, division or function (such as sales, administration or
finance), any other officer who performs a policy-making
function, or any other person who performs similar policy-making
functions for us. Currently, we have eight such officers.
Officers who are selected to be participants in the Plan may be
considered to have an interest in the Plan.
64
Awards. For each award to a participant under
the Plan, the Committee will (1) establish a performance
period of up to one year, (2) set forth one or more
performance goals for that period and (3) state the maximum
amount to be awarded to the participant if the performance goals
for the performance period are met. However, the actual amount
of the award that will be granted to a participant will be
determined by the Committee. The Committee also has discretion
under the Plan to reduce (but not increase) the amount of an
award. Such reduction may be based on the criteria or factors
the Committee establishes. For example, these factors might
include our operating income, our revenue, our achievement of
non-financial goals or a participants individual
performance. However, no participant may receive payment of an
award for which the maximum payout would exceed $5,000,000
during any calendar year.
The performance goals will be established by the Committee
before a performance period begins, or during the performance
period as long as no more than 25% of the period has elapsed. In
addition, attainment of the performance goal must be
substantially uncertain at the time the goal is established.
Each performance goal will be based on certain performance
measures, which include the following:
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Earnings before any or all of interest, taxes, depreciation,
depletion
and/or
amortization (actual and adjusted and either in the aggregate or
on a per-share basis);
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Earnings (either in the aggregate or on a per-share basis);
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Net income or loss (either in the aggregate or on a per-share
basis);
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Operating profit;
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Growth or rate of growth in cash flow;
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Cash flow provided by operations (either in the aggregate or on
a per-share basis);
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Free cash flow (cash flow provided by operations less capital
expenditures)(either in the aggregate on a per-share basis);
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Costs;
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Gross revenues;
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Reductions in expense levels;
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Operating and maintenance cost management and employee
productivity;
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Shareholder returns (including, but not limited to, return on
assets, investments, equity, or gross sales);
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Return measures (including, but not limited to, return on
assets, equity, invested capital or sales);
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Growth or rate of growth in return measures;
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Share price (including, but not limited to, growth measures and
total shareholder return or attainment by the shares of a
specified value for a specified period of time);
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Net economic value;
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Economic value added;
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Aggregate product unit and pricing targets;
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Strategic business criteria, consisting of one or more
objectives based on meeting specified revenue, market share,
market penetration, geographic business expansion goals,
objectively identified project milestones, production volume
levels, cost targets, and goals relating to acquisitions,
divestitures, joint ventures or other corporate transactions;
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Achievement of business or operational goals such as market
share and/or
business development;
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Achievement of diversity objectives;
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Customer satisfaction indicators;
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Debt ratings, debt leverage and debt service;
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Safety performance;
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Business unit and site accomplishments; and/or
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Dividend payments.
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Awards will only be paid after the Committee certifies in
writing that the applicable performance goals were met and
determines the amount to be awarded to the participant. Each
award under the Plan shall be paid in a lump sum cash payment,
unless the Committee exercises its discretion to pay all or a
portion of the award in stock, restricted stock, stock options,
or other stock-based or stock-denominated compensation, which
will be made in accordance with an equity compensation plan of
ours that is in existence at the time of the award payment. Any
award that becomes payable under the Plan will be paid in the
calendar year immediately following the calendar year in which
the performance period ends and no later than March 15 of such
immediately following calendar year. Generally, a participant
must be employed by us on the award payment date in order to
receive an award. If the participant is not employed by us on
the award payment date, and if the participant does not have a
written agreement with us stating otherwise, the participant
shall forfeit his or her award.
Plan
Modification and Termination
The Board of Directors may modify or terminate the Plan at any
time. However, any modification of the Plan that changes the
class of employees eligible to participate in the Plan, the
performance measures on which performance goals may be based or
the maximum amount that may be paid to a participant in a
calendar year will not be effective unless approved by our
shareholders, unless such approval would not be required to
continue to treat awards as performance-based under
Section 162(m) of the Internal Revenue Code.
Federal
Income Tax Consequences
The following summary of some of the federal income tax
consequences of awards made under the Plan is based on the laws
in effect as of the date of this Proxy Statement. It is general
in nature and does not account for numerous circumstances that
that may apply to a particular participant in the Plan. In
addition, the state or local income tax consequences of a Plan
award might be different than the federal income tax
consequences described below.
If an award under the Plan is paid in cash or its equivalent, a
participant will recognize compensation taxable as ordinary
income (and subject to income tax withholding since the
participant will be our employee) at the time the award is paid
in an amount equal to the cash or fair market value of its
equivalent. For the same award, we will be entitled to a
corresponding tax deduction, except for any amounts that are not
deductible because of Section 162(m) of the Internal
Revenue Code. If the award is paid in a form of stock-based
compensation under an equity compensation plan of ours that is
in existence at the time of the award payment, the tax
consequences will be determined by the particular type of
stock-based compensation awarded and the equity plan under which
the stock-based award is granted.
Section 162(m) of the Internal Revenue Code limits the
deductibility of certain forms of compensation paid to our Chief
Executive Officer and our next three most highly paid officers
who are subject to Section 16 of the Securities Exchange
Act of 1934. Any compensation we pay to one of these officers
that is over $1 million and not performance-based will not
be deductible by us on our federal income tax return. We intend
for compensation paid under the Plan to qualify as
performance-based.
New
Plan Benefits
The award amounts for performance periods beginning after the
effective date of the Plan will be determined based upon the
performance goals and measures selected by the Committee, and
will also be subject to the Committees right to reduce any
participants award by any amount. Because the Committee
can reduce each participants award and because no
performance goals have yet been established, we cannot provide
an estimate of the amounts that would have been paid for fiscal
year 2007
66
if the Plan was in existence then. No awards will be made under
the Plan until it is approved by our shareholders.
Approval
Under Delaware law, approved by the holders of a majority of the
shares present in person or by proxy at the meeting and entitled
to vote is required for approval of the Plan. Under
Section 162(m) of the Internal Revenue Code, the material
terms of a performance goal are approved by shareholders if, in
a separate vote, a majority of the votes cast on the issue are
cast in favor of approval. If the Plan receives initial
shareholder approval, we will redisclose the material terms of
the Plan and seek shareholder reapproval every five years after
the Plans effective date, unless required sooner by law or
the Plan.
The Board of Directors recommends that you vote
For Item 4, to approve our 2008 Management
Annual Incentive Compensation Plan.
ADDITIONAL
INFORMATION
Information
About Shareholder Proposals
If you wish to submit a proposal for inclusion in next
years proxy statement and proxy, we must receive the
proposal on or before November 26, 2008, which is 120
calendar days prior to the anniversary of this years
mailing date. Upon timely receipt of any such proposal, we will
determine whether or not to include such proposal in the proxy
statement and proxy in accordance with applicable regulations
governing the solicitation of proxies. Any proposals should be
submitted in writing to: Corporate Secretary, Peabody Energy
Corporation, 701 Market Street, St. Louis,
Missouri 63101.
Under our by-laws, if you wish to nominate a director or bring
other business before the shareholders at the 2008 Annual
Meeting without having your proposal included in next
years proxy statement:
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You must notify the Corporate Secretary in writing at our
principal executive offices between January 7, 2009 and February
6, 2009; however, if we advance the date of the meeting by more
than 20 days or delays the date by more than 70 days,
from May 8, 2009, then such notice must be received not
earlier than 120 days before the date of the annual meeting
and not later than the close of business on the 90th day
before such date or the 10th day after public disclosure of
the meeting is made; and
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Your notice must contain the specific information required by
our by-laws regarding the proposal or nominee, including, but
not limited to, name, address, shares held, a description of the
proposal or information regarding the nominee and other
specified matters.
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You can obtain a copy of our by-laws without charge by writing
to the Corporate Secretary at the address shown above or by
accessing our website (www.peabodyenergy.com) and
clicking on Investors, and then Corporate
Governance. Information on our website is not considered
part of this Proxy Statement. These requirements are separate
from and in addition to the requirements a shareholder must meet
to have a proposal included in our proxy statement. The
foregoing time limits also apply in determining whether notice
is timely for purposes of rules adopted by the SEC relating to
the exercise of discretionary voting authority.
Householding
of Proxies
The SEC has adopted rules that permit companies and
intermediaries such as brokers to satisfy delivery requirements
for annual reports and proxy statements with respect to two or
more shareholders sharing the same address by delivering a
single annual report
and/or proxy
statement addressed to those shareholders. This process, which
is commonly referred to as householding, potentially
provides extra convenience for shareholders and cost savings for
companies. We and some brokers household annual reports and
proxy
67
materials, delivering a single annual report
and/or proxy
statement to multiple shareholders sharing an address unless
contrary instructions have been received from the affected
shareholders.
Once you have received notice from your broker or us that your
broker or we will be householding materials to your address,
householding will continue until you are notified otherwise or
until you revoke your consent. If, at any time, you no longer
wish to participate in householding and would prefer to receive
a separate annual report
and/or proxy
statement in the future, please notify your broker if your
shares are held in a brokerage account or notify us if you hold
registered shares. If, at any time, you and another shareholder
sharing the same address wish to participate in householding and
prefer to receive a single copy of our annual report
and/or proxy
statement, please notify your broker if your shares are held in
a brokerage account or notify us if you hold registered shares.
You may request to receive at any time a separate copy of our
annual report or proxy statement, or notify us that you do or do
not wish to participate in householding by sending a written
request to the Corporate Secretary at 701 Market Street,
St. Louis, Missouri 63101 or by telephoning
(314) 342-3400.
Additional
Filings
Our
Forms 10-K,
10-Q,
8-K and all
amendments to those reports are available without charge through
our website as soon as reasonably practicable after they are
electronically filed with, or furnished to, the Securities and
Exchange Commission. They may be accessed at our website
(www.peabodyenergy.com) by clicking on
Investors, and then SEC Filings.
Information on our website is not considered part of this Proxy
Statement.
In accordance with SEC rules, the information contained in the
Report of the Audit Committee on page 13, and (ii) the
Report of the Compensation Committee on page 35 shall not
be deemed to be soliciting material, or to be
filed with the SEC or subject to the SECs
Regulation 14A, or to the liabilities of Section 18 of
the Securities Exchange Act of 1934, as amended, except to the
extent that we specifically request that the information be
treated as soliciting material or specifically incorporate it by
reference into a document filed under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as
amended.
Costs of
Solicitation
We are paying the cost of preparing, printing and mailing these
proxy materials. We have engaged Georgeson Inc. to assist in
distributing proxy materials, soliciting proxies and in
performing other proxy solicitation services for a fee of
$10,500 plus their
out-of-pocket
expenses. Proxies may be solicited personally or by telephone by
our regular employees without additional compensation as well as
by employees of Georgeson Inc. We will reimburse banks,
brokerage firms and others for their reasonable expenses in
forwarding proxy materials to beneficial owners and obtaining
their voting instructions.
68
OTHER
BUSINESS
The Board of Directors is not aware of any matters requiring
shareholder action to be presented at the Annual Meeting other
than those stated in the Notice of Annual Meeting. Should other
matters be properly introduced at the Annual Meeting, those
persons named in the enclosed proxy will have discretionary
authority to act on such matters and will vote the proxy in
accordance with their best judgment.
We will provide to any shareholder, without charge and upon
written request, a copy (without exhibits unless otherwise
requested) of our Annual Report on
Form 10-K
for the Fiscal Year Ended December 31, 2007 as filed with
the Securities and Exchange Commission. Any such request should
be directed to Peabody Energy Corporation, Investor Relations,
701 Market Street, St. Louis, Missouri
63101-1826;
telephone
(314) 342-3400.
By Order of the Board of Directors,
Jeffery L. Klinger
Vice President, General Counsel
and Corporate Secretary
69
Appendix A
Proposed
Amendment to Article Seventh of the Companys
Third Amended and Restated Certificate of
Incorporation
Subject to approval by the requisite vote of stockholders,
Article Seventh of the Companys Third Amended and
Restated Certificate of Incorporation shall be amended to read
in its entirety as follows:
SEVENTH: (1) The business and affairs of the
Corporation shall be managed by or under the direction of a
Board of Directors consisting of not less than three directors,
the exact number of directors to be determined from time to time
by resolution adopted by a majority of the Board of Directors.
At the 2009 annual meeting of stockholders, the successors of
the directors whose terms expire at that meeting shall be
elected for a term expiring at the 2010 annual meeting of
stockholders and shall hold office until the next succeeding
annual meeting and until his or her successor shall be elected
and shall qualify, but subject to prior death, resignation,
retirement, disqualification or removal from office; at the 2010
annual meeting of stockholders, the successors of the directors
whose terms expire at that meeting shall be elected for a term
expiring at the 2011 annual meeting of stockholders and shall
hold office until the next succeeding annual meeting and until
his or her successor shall be elected and shall qualify, but
subject to prior death, resignation, retirement,
disqualification or removal from office; and at each annual
meeting of stockholders thereafter, the directors shall be
elected for terms expiring at the next annual meeting of
stockholders and shall hold office until the next succeeding
annual meeting and until his or her successor shall be elected
and shall qualify, but subject to prior death, resignation,
retirement, disqualification or removal from office.
Any newly created directorship on the Board of Directors that
results from an increase in the number of directors and any
vacancy occurring in the Board of Directors shall be filled only
by a majority of the directors then in office, although less
than a quorum, or by a sole remaining director. If any
applicable provision of the General Corporation Law of the State
of Delaware expressly confers power on stockholders to fill such
a directorship at a special meeting of stockholders, such a
directorship may be filled at such meeting only by the
affirmative vote of at least 75 percent of the voting power
of all shares of the Corporation entitled to vote generally in
the election of directors voting as a single class. Any director
elected to fill a vacancy not resulting from an increase in the
number of directors shall have the remaining term as that of his
or her predecessor. Directors may be removed only for cause, and
only by the affirmative vote of at least 75 percent in
voting power of all shares of the Corporation entitled to vote
generally in the election of directors, voting as a single class.
(2) Notwithstanding the foregoing, whenever the holders of
any one or more series of Preferred Stock or Series Common
Stock issued by the Corporation shall have the right, voting
separately as a series or separately as a class with one or more
such other series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, removal,
filling of vacancies and other features of such directorships
shall be governed by the terms of this Certificate of
Incorporation (including any certificate of designations
relating to any series of Preferred Stock or Series Common
Stock) applicable thereto.
(3) Unless and except to the extent that the By-Laws of the
Corporation shall so require, the election of the directors of
the Corporation need not be by written ballot.
70
PEABODY
ENERGY CORPORATION
2008 Management Annual Incentive Compensation Plan
1. Purpose. The purpose of the Peabody
Energy Corporation 2008 Management Annual Incentive Compensation
Plan (the Plan) is to provide key employees
of Peabody Energy Corporation (the Company)
and its affiliates with annual performance-based incentive
compensation. The Plan is intended to focus the interests of
eligible executive officers on, and reward for the achievement
of, the key measures of the Companys success and
increasing shareholder value.
2. Compliance with
Section 162(m). The benefits payable under
the Plan are intended to be deductible to the maximum extent
possible as performance-based compensation within
the meaning of Section 162(m) (as defined below). Unless
sooner required by Section 9, the material terms of the
Plan shall be redisclosed and reapproved every five years by the
Companys shareholders in a separate vote. If applicable
laws change to permit Committee (as defined below) discretion to
alter the governing performance measures without conditioning
deductibility on obtaining shareholder approval (or reapproval)
of any changes, the Committee shall have sole discretion to make
changes without obtaining shareholder approval or reapproval.
3. Definitions. As used in the Plan, the
following terms shall have the meanings set forth below:
Award shall mean an annual incentive
compensation award under the Plan as determined by the
Committee, payment of which (a) is contingent and based
upon the attainment of the applicable Performance Goal for a
Performance Period, and (b) may be reduced in accordance
with Section 5(c).
Board shall mean the Board of Directors of
the Company.
Committee shall have the meaning ascribed to
such term in Section 8.
Participant shall mean an officer of the
Company or of an affiliate of the Company who satisfies the
requirements, and is selected to participate in, the Plan in
accordance with Section 4.
Performance Measure has the meaning ascribed
to such term in Section 5(a).
Performance Goal means the pre-established
performance goal or goals established by the Committee for each
Performance Period in accordance with Section 5(a), which
shall be based upon one or more of the Performance Measures
selected by the Committee.
Performance Period shall mean any period of
up to one year designated as a performance period by the
Committee.
Section 162(m) shall mean
Section 162(m) of the Internal Revenue Code of 1986, as
amended, or any successor provision thereto, and any
regulations, revenue ruling or other guidance promulgated and in
effect thereunder.
4. Eligibility. The Participants in the
Plan for any Performance Period shall be limited to officers of
the Company or of an affiliate who are (a) subject to
Section 16 of the Securities Exchange Act of 1934, as
amended, and (b) designated by the Committee, individually
or by class, to be Participants for such Performance Period.
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5. Awards.
(a) Setting the Performance Goal. The
Committee shall establish the Performance Goal for each
Performance Period which, if achieved, shall determine the
maximum amount, subject to Section 5(f), payable pursuant
to an Award.
(i) The Performance Goal may be based upon the performance
of the Company or any related affiliate, of a division thereof,
or of an individual Participant.
(ii) The Performance Goal shall be established by the
Committee no later than 90 days after the beginning of the
Performance Period to which the Performance Goal pertains (and
in the case of a Performance Period of less than one year, no
later than the date 25% of the Performance Period has elapsed)
and while the attainment of the Performance Goal is
substantially uncertain.
(iii) The levels of performance required to achieve such
Performance Goal may be expressed in absolute or relative levels
and may be based upon a set increase, set positive result,
maintenance of the status quo, set decrease or set negative
result. The Performance Goal may be set as a specific level, or
may be expressed as a relative percentage to the comparable
measure at comparison companies or a defined index.
(iv) The Committee shall specify the weighting (which may
be the same or different for multiple objectives) to be given to
each Performance Goal for purposes of determining the maximum
amount payable with respect to any such Award.
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(b)
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Performance Measures.
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(i) The Performance Goal shall be based upon one or more of
the following (each a Performance Measure),
which may be applied on a pre-tax or post-tax basis:
Earnings before any or all of interest, taxes,
depreciation, depletion
and/or
amortization (actual and adjusted and either in the aggregate or
on a per-share basis);
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Earnings (either in the aggregate or on a per-share basis);
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Net income or loss (either in the aggregate or on a per-share
basis);
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Operating profit;
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Growth or rate of growth in cash flow;
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Cash flow provided by operations (either in the aggregate or on
a per-share basis);
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Free cash flow (cash flow provided by operations less capital
expenditures) (either in the aggregate on a per-share basis);
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Costs;
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Gross revenues;
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Reductions in expense levels;
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Growth or rate of growth in return measures;
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Share price (including but not limited to growth measures and
total shareholder return or attainment by the shares of a
specified value for a specified period of time);
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Net economic value;
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Economic value added;
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Aggregate product unit and pricing targets;
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Strategic business criteria, consisting of one or more
objectives based on meeting specified revenue, market share,
market penetration, geographic business expansion goals,
objectively identified project milestones, production volume
levels, cost targets, and goals relating to acquisitions,
divestitures, joint ventures or other corporate transactions;
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Achievement of business or operational goals such as market
share and/or
business development;
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Operating and maintenance cost management and employee
productivity;
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Shareholder returns (including but not limited to return on
assets, investments, equity, or gross sales);
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Return measures (including but not limited to return on assets,
equity, invested capital or sales);
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Achievement of diversity objectives;
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Customer satisfaction indicators;
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Debt ratings, debt leverage and debt service;
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Safety performance;
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Business unit and site accomplishments;
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Dividend payments; and/or
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(ii) Any one or more of the Performance Measures may apply
to the Participant, a department, unit, division or function
within the Company or any one or more affiliates; and may apply
either alone or relative to the performance of other
departments, units, divisions, functions, businesses or
individuals (including industry or general market indices).
Performance Measures and Performance Goals may differ for Awards
to different Participants.
(c) Discretionary Adjustment. The
Committee may not increase the amount payable under an Award for
a Performance Period pursuant to Section 5(a), but retains
the discretionary authority to reduce the amount payable under
an Award. In making its determination whether to exercise such
discretionary authority to reduce the amount of an Award, the
Committee may establish other criteria and consider other
factors, including, but not limited to, Company, affiliate or
business unit performance against budgeted financial goals
(e.g., operating income or revenue), achievement of
non-financial goals, economic and relative performance
considerations, assessments of individual performance, and any
other subjective or objective goals which the Committee deems
appropriate.
(d) Adjustments. With respect to any
Performance Goal, the Committee may at the time it establishes
such Performance Goal, include or exclude items to measure
specific objectives, such as losses from discontinued
operations, extraordinary gains or losses, the cumulative effect
of accounting changes, acquisitions or divestitures, foreign
exchange impacts and any unusual, nonrecurring gain or loss.
(e) Certification of Performance
Goal. The payment of an Award shall be subject to
the achievement of the Performance Goal for the applicable
Performance Period, as certified by the Committee in writing
following the completion of the Performance Period.
(f) Maximum Award. No Participant may
receive payment of an Award for which the maximum payout would
exceed $5,000,000 during any calendar year.
6. Form of Payment. An Award shall be
paid in the form of cash, in a single lump sum payment;
provided, however, that the
Committee may determine in its discretion that all or a portion
of an Award shall be paid in stock, restricted stock, stock
options, or other stock-based or stock-denominated compensation,
which shall be issued pursuant to an equity compensation plan of
the Company in existence at the time of such payment.
7. Time of Payment. An Award payable to a
Participant for a Performance Period shall be paid in the
calendar year immediately following the calendar year in which
the Performance Period ends (Payment Date),
but no later than March 15 of the calendar year immediately
following the calendar year in which the Performance Period
ends; provided, that except to the extent
expressly otherwise required by a written agreement by and
between the Participant and the Company, that the Participant is
employed by the Company on the Payment Date. Except to the
extent expressly otherwise required by a
73
written agreement by and between the Participant and the
Company, if a Participant is not employed with the Company on
the Payment Date, such Award shall be forfeited.
8. Plan Administration.
(a) The Plan shall be administered by the Compensation
Committee of the Board or such other committee, determined by
the Board, which shall consist of two or more directors of the
Company, all of whom qualify as outside directors
within the meaning of Section 162(m) (the
Committee).
(b) Subject to and consistent with the provisions of the
Plan, the Committee shall have full power and authority and sole
discretion as follows:
(i) to determine when, to whom and in what amounts Awards
should be granted;
(ii) to determine the terms and conditions applicable to
each Award;
(iii) to determine the benefit payable under any Award and
to determine whether any Performance Goals or Performance
Measures have been satisfied;
(iv) to determine the Performance Period, as applicable;
(v) to appoint such agents as the Committee may deem
necessary or advisable to administer the Plan;
(vi) to correct any defect or supply any omission or
reconcile any inconsistency, and to construe and interpret the
Plan, the rules and regulations, and award agreement or any
other instrument entered into or relating to an Award under the
Plan; and
(vii) to take any other action with respect to any matters
relating to the Plan and to make all other decisions and
determinations, including factual determinations, as may be
required under the terms of the Plan or as the Committee may
deem necessary or advisable for the administration of the Plan.
Any action of the Committee with respect to the Plan shall be
final, conclusive and binding on all persons, including the
Company, its affiliates, any Participant, any person claiming
any rights under the Plan from or through any Participant, and
shareholders of the Company, except to the extent the Committee
may subsequently modify, or take further action not consistent
with, its prior action. If not specified in the Plan, the time
at which the Committee must or may make any determination shall
be determined by the Committee, and any such determination may
thereafter be modified by the Committee. The express grant of
any specific power to the Committee, and the taking of any
action by the Committee, shall not be construed as limiting any
power or authority of the Committee. All determinations of the
Committee shall be made by a majority of its members.
(c) The Committee may delegate its authority under the Plan
to an officer of the Company as it deems appropriate, except to
the extent prohibited by applicable law or that it would cause
an Award under the Plan to fail to be treated as
performance-based compensation within the meaning of
Section 162(m).
(d) The Plan shall be governed by the laws of the State of
Delaware (without regard to its conflict of laws principles) and
applicable federal law.
9. Modification or Termination of
Plan. The Board may modify or terminate the Plan
at any time, effective at such date as the Board may determine,
without the approval of the shareholders of the Company.
Notwithstanding the foregoing, any amendment to the Plan that
changes the eligible employees specified in Section 4, the
Performance Measures specified in Section 5(b), or the
maximum award limitations in Section 5(f), shall not be
effective unless (i) such amendment is approved by
74
shareholders (as provided in Section 2 or as otherwise
required pursuant to Section 162(m)), or (ii) such
approval would not be required to continue to treat Awards as
performance-based compensation pursuant to
Section 162(m).
10. Effective Date. The Plan shall be
effective as of the date the Board approves the Plan, subject to
shareholder approval of the Plan at the Companys annual
shareholder meeting in May 2008.
11. Withholding Taxes. The Company shall
have the right to deduct from any payment made under the Plan
any federal, state or local income or other taxes required by
law to be withheld with respect to such payment.
12. Miscellaneous.
(a) No Uniformity. No person shall have
any claim to an Award under the Plan, and there is no obligation
of uniformity of treatment of Participants under the Plan.
(b) Non-transferability. Awards under the
Plan may not be assigned, alienated, pledged, hypothecated or
otherwise disposed of, including assignment pursuant to a
domestic relations order, during the time in which the
requirement of continued employment or attainment of performance
objectives has not been achieved.
(c) No Guarantee of Employment. The
establishment of a Performance Goal or the granting of an Award
under the Plan shall impose no obligation on the Company or any
affiliate to continue the employment of a Participant and shall
not lessen or affect the Companys or an Affiliates
right to terminate the employment of such Participant.
(d) Successors and Assigns. The Plan and
all obligations of the Company under the Plan with respect to
Awards granted hereunder shall be binding on any successor or
assign of the Company, including, without limitation, a
successor or assign resulting from a direct or indirect
purchase, merger, consolidation, or otherwise of all or
substantially all of the business
and/or
assets of the Company. All obligations imposed upon a
Participant, and all rights granted to the Company hereunder,
shall be binding upon the Participants heirs, legal
representatives and successors,
(e) Entire Agreement. The Plan and each
document evidencing an Award constitute the entire agreement
with respect to the subject matter hereof and thereof; provided
that in the event of any inconsistency between the Plan and such
Award document, the terms and conditions of the Plan shall
control.
(f) Unfunded Plan. It is intended that
the Plan be an unfunded plan for incentive and
deferred compensation. The Committee may, in its discretion,
authorize the creation of trusts or other arrangements to meet
the obligations created under the Plan to make payments,
provided that, unless the Committee otherwise determines, the
existence of such trusts or other arrangements is consistent
with the unfunded status of the Plan and the rights
of any Participant or other person hereunder shall be no greater
than the rights of any unsecured general creditor of the Company.
(g) Non-Exclusivity of Plan. Nothing
contained in the Plan shall prevent the Company or any affiliate
from adopting other or additional compensation arrangements for
its employees.
(h) Severability. If any provision of the
Plan shall for any reason be held to be invalid or
unenforceable, such invalidity or unenforceability shall not
effect any other provision hereby, and the Plan shall be
construed as if such invalid or unenforceable provision were
omitted.
(i) Headings. The headings contained in
the Plan are for reference purposes only and shall not affect
the meaning or interpretation of the Plan.
75
The undersigned hereby certifies that the Plan was duly adopted
by the Board by unanimous written consent in lieu of a meeting
on ,
2008.
76
ANNUAL MEETING OF SHAREHOLDERS OF
PEABODY ENERGY CORPORATION
May 8, 2008
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
ê Please
detach along perforated line and mail in the envelope provided. ê
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THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR ITEMS 1,
2, 3 AND 4.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
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Election of Director: The undersigned hereby GRANTS authority to |
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elect the following nominee: (see Board recommendation below): |
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NOMINEE: |
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WITHHOLD |
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Sandra Van Trease |
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RECOMMENDATION: The
Board recommends voting For the Nominee. |
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To change the address on your account, please check
the box at right and indicate your new address in
the address space above. Please note that changes to
the registered name(s) on the account may not be
submitted via this method. |
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The Board |
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Recommends For |
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FOR
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AGAINST
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ABSTAIN |
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Ratification of Appointment of Independent Registered Public Accounting Firm. |
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The Board |
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Recommends For |
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Approval of a proposal to Declassify the Board of Directors. |
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The Board |
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Recommends For |
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FOR |
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Approval of the 2008 Management
Annual Incentive Compensation Plan. |
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If you vote over the Internet or by telephone, please do not mail your card. |
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MARK HERE IF YOU PLAN TO ATTEND THE MEETING. o
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Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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Note: |
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Please sign exactly as your name or names appear on this Proxy. When shares are
held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation,
please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
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n
PROXY
PEABODY ENERGY CORPORATION
Proxy/Voting
Instruction Card for Annual Meeting of Shareholders to be held on
May 8, 2008
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby constitutes and appoints Blanche M. Touhill, Alexander C. Schoch and
Jeffery L. Klinger, or any of them, with power of substitution to each, proxies to represent the
undersigned and to vote, as designated on the reverse side of this form, all shares of Common Stock
which the undersigned would be entitled to vote at the Annual Meeting of Shareholders of Peabody
Energy Corporation (Peabody) to be held on May 8, 2008 at the Ritz-Carlton Hotel, 100 Carondelet
Plaza, Clayton, Missouri 63105 at 10:00 A.M., and at any adjournments or postponements thereof.
If the undersigned is a participant in the Peabody Investments Corp. Employee Retirement
Account or other 401(k) plans sponsored by Peabody or its subsidiaries, this proxy/voting
instruction card also provides voting instructions to the trustee of such plans to vote at the
Annual Meeting, and any adjournments thereof, as specified on the reverse side hereof. If the
undersigned is a participant in one of these plans and fails to provide voting instructions, the
trustee will vote the undersigneds plan account shares (and any shares not allocated to individual
participant accounts) in proportion to the votes cast by other participants in that plan.
The shares represented by this proxy/voting instruction card will be voted in the manner
indicated by the shareholder. In the absence of such indication, such shares will be voted FOR the
election of the director nominee listed in Item 1, or any other person selected by the Board
if such nominee is unable to serve, FOR ratification of Ernst & Young LLP as Peabodys independent
registered public accounting firm for 2008 (Item 2), FOR the
proposal to declassify the Companys Board of Directors (Item 3)
and FOR the proposal to approve the Companys 2008 Management
Annual Incentive Compensation Plan (Item 4). The shares represented by this proxy will be voted in the discretion of said proxies
with respect to such other business as may properly come before the meeting and any adjournments or
postponements thereof.
IMPORTANT This proxy/voting instruction card must be signed and dated on the reverse side.
ANNUAL MEETING OF SHAREHOLDERS OF
PEABODY ENERGY CORPORATION
May 8,
2008
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PROXY VOTING INSTRUCTIONS
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MAIL - Date, sign and mail your proxy card in the
envelope provided as soon as possible.
- or -
TELEPHONE -
Call toll-free 1-800-PROXIES
(1-800-776-9437) from
any touch-tone telephone and follow the instructions.
Have your proxy card available when you call.
- or -
INTERNET - Access www.voteproxy.com and follow
the on-screen instructions. Have your proxy card
available when you access the web page.
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COMPANY NUMBER
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ACCOUNT NUMBER
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You may enter your voting instructions at 1-800-PROXIES or www.voteproxy.com up
until 11:59 PM Eastern Time the day before the cut-off or meeting date.
ê Please
detach along perforated line and mail in the envelope
provided IF you are not voting via telephone or the Internet. ê
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THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR ITEMS 1,
2, 3 AND 4.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
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1. |
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Election of Director:
The undersigned hereby GRANTS authority to elect the following nominee: (see Board recommendation below): |
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NOMINEE: |
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Sandra Van Trease |
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WITHHOLD |
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RECOMMENDATION: The Board recommends
voting For the Nominee. |
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To change the address on your account, please check
the box at right and indicate your new address in
the address space above. Please note that changes to
the registered name(s) on the account may not be
submitted via this method. |
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The Board |
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Recommends For |
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FOR
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AGAINST
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ABSTAIN |
2.
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Ratification of Appointment of Independent Registered Public Accounting Firm.
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The Board |
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Recommends For |
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ê |
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FOR |
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AGAINST |
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ABSTAIN |
3. |
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Approval of a proposal to Declassify the Board of Directors. |
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The Board |
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Recommends For |
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FOR |
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AGAINST |
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ABSTAIN |
4. |
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Approval of the 2008 Management
Annual Incentive Compensation Plan |
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If you vote over the Internet or by telephone, please do not mail your card. |
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MARK HERE IF YOU PLAN TO ATTEND THE MEETING. o
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Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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Note: |
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Please sign exactly as your name or names appear on this Proxy. When shares are
held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation,
please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
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PEABODY ENERGY CORPORATION
Annual Meeting of Shareholders
Tuesday, May 8, 2008, 10:00 A.M.
Ritz-Carlton Hotel
100 Carondelet Plaza
Clayton, Missouri 63105
If
you plan to attend the 2008 Annual Meeting of Shareholders of Peabody Energy Corporation, please
detach this Admission Card and bring it with you to the meeting. This card will provide evidence of
your ownership and enable you to attend the meeting. Attendance will be limited to those persons
who owned Peabody Energy Corporation Common Stock as of
March 24, 2008, the record date for the Annual Meeting.
When you arrive at the Annual Meeting site, please fill in your complete name in the space provided
below and submit this card to one of the attendants at the registration desk.
If you do not bring this Admission Card and your shares are registered in your own name, you will
need to present a photo I.D. at the registration desk. If your shares are registered in the name of
your bank or broker, you will be required to submit other satisfactory evidence of ownership (such
as a recent account statement or a confirmation of beneficial ownership from your broker) and a
photo I.D. before being admitted to the meeting.
n
PROXY
PEABODY ENERGY CORPORATION
Proxy/Voting
Instruction Card for Annual Meeting of Shareholders to be held on
May 8, 2008
This proxy is solicited on behalf of the Board
of Directors
The undersigned hereby constitutes and appoints Blanche M. Touhill, Alexander C. Schoch and
Jeffery L. Klinger, or any of them, with power of substitution to each, proxies to represent the
undersigned and to vote, as designated on the reverse side of this form, all shares of Common Stock
which the undersigned would be entitled to vote at the Annual Meeting of Shareholders of Peabody
Energy Corporation (Peabody) to be held on May 8, 2008 at the Ritz-Carlton Hotel, 100 Carondelet
Plaza, Clayton, Missouri 63105 at 10:00 A.M., and at any adjournments or postponements thereof.
If the undersigned is a participant in the Peabody Investments Corp. Employee Retirement
Account or other 401(k) plans sponsored by Peabody or its subsidiaries, this proxy/voting
instruction card also provides voting instructions to the trustee of such plans to vote at the
Annual Meeting, and any adjournments thereof, as specified on the reverse side hereof. If the
undersigned is a participant in one of these plans and fails to provide voting instructions, the
trustee will vote the undersigneds plan account shares (and any shares not allocated to individual
participant accounts) in proportion to the votes cast by other participants in that plan.
The shares represented by this proxy/voting instruction card will be voted in the manner
indicated by the shareholder. In the absence of such indication, such shares will be voted FOR the
election of the director nominee listed in Item 1, or any other person selected by the Board
if such nominee is unable to serve, FOR ratification of Ernst & Young LLP as Peabodys independent
registered public accounting firm for 2008 (Item 2), FOR the
proposal to declassify the Companys Board of Directors (Item 3)
and FOR the proposal to approve the Companys 2008 Management Annual
Incentive Compensation Plan (Item 4). The shares represented by this proxy will be voted in the discretion of said proxies
with respect to such other business as may properly come before the meeting and any adjournments or
postponements thereof.
IMPORTANT This proxy/voting instruction card must be signed and dated on the reverse side.