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ACI > SEC Filings for ACI > Form 8-K on 2-May-2012All Recent SEC Filings

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Form 8-K for ARCH COAL INC


2-May-2012

Change in Directors or Principal Officers, Submission of Matters to a Vote of Secur


Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, John W. Eaves was appointed CEO of Arch Coal, Inc. (the "Company") effective April 26, 2012. In connection with his appointment as CEO, Mr. Eaves entered into a new employment agreement on April 26, 2012, substantially in the form attached as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011. In addition, in connection with his new role as CEO, Mr. Eaves' annual salary was increased to $850,000.

On April 26, 2012, the Company appointed Paul A. Lang as Chief Operating Officer of the Company, replacing Mr. Eaves who became CEO. In connection with his appointment as COO, Mr. Lang entered into a new employment agreement on April 26, 2012, substantially in the form attached as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011. In addition, in connection with his new role as COO, Mr. Lang's annual salary was increased to $650,000.

Additional biographical information regarding Messrs. Eaves and Lang is set forth under the heading "Executive Officers" in Part I, Item I, Business, of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and such information regarding Messrs. Eaves and Lang is incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders of the Company was held on April 26, 2012. The following proposals were submitted by the Board of Directors to a vote of security holders and the final results of the voting on each proposal are noted below.

Proposal 1 - Election of Directors

The following five directors were nominated to serve for their respective term expiring at the annual meeting of stockholders in which their respective class expires, or when their successors are otherwise duly elected and qualified. The five directors, as indicated below, were elected as directors of the Company.

Nominee                    For       Withheld    Broker Non-Votes
David D. Freudenthal   134,846,004   1,884,613      39,029,311
Patricia F. Godley     134,840,989   1,889,628      39,029,311
George C. Morris III   134,935,786   1,794,831      39,029,311
Wesley M. Taylor       133,821,955   2,908,662      39,029,311
Peter I. Wold          133,866,109   2,864,508      39,029,311

Proposal 2 - The Ratification of the Appointment of Ernst & Young, LLP, as Arch Coal, Inc.'s Independent Public Accounting Firm

The stockholders were asked to ratify the appointment of Ernst & Young, LLP, as Arch Coal, Inc.'s independent public accounting firm for the fiscal year ending December 31, 2012. The appointment was approved by the requisite vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below.

For Against Abstain
172,672,507 2,440,287 647,134

Proposal 3 - The Approval of Executive Compensation in an Advisory Vote

The stockholders were asked to approve the executive compensation as disclosed in the Compensation Discussion and Analysis included in the Proxy Statement, and in accordance with the compensation disclosure rules of the SEC.


The proposal was approved by the requisite vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below.

For Against Abstain Broker Non-Votes 131,823,400 3,910,624 996,580 39,029,324

Proposal 4 - Stockholder proposal regarding the preparation of an additional environmental report

The stockholders were asked to vote against the stockholder proposal presented at the meeting regarding the preparation of an additional environmental report. The proposal was rejected, as indicated below.

For Against Abstain Broker Non-Votes 56,866,524 70,489,628 9,374,450 39,029,326


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