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WLB > SEC Filings for WLB > Form 8-K on 23-May-2012All Recent SEC Filings

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Form 8-K for WESTMORELAND COAL CO


23-May-2012

Submission of Matters to a Vote of Security Holders


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

The Annual Meeting of Stockholders was held at the Skybridge Conference Room at The Crowne Plaza Hotel, Billings, Montana, on May 22, 2012. As of the close of business on the record date for the meeting, which was March 26, 2012, there were 13,899,965 shares of common stock and 639,840 depositary shares outstanding and entitled to vote at the meeting. Each share of common stock and each depositary share was entitled to one vote per share. The final voting results for each of the proposals submitted to a vote of Company stockholders at the Annual Meeting are set forth below.

1. Proposal for the election of six directors to the Board of Directors to serve for a one-year term. The following directors were elected based on the votes listed below:

Nominee                     For      Withheld   Broker Non-Vote
Keith E. Alessi          5,351,521    287,401         8,370,738
Michael R. D'Appolonia   5,417,331    221,591         8,370,738
Gail E. Hamilton         5,356,933    281,989         8,370,738
Richard M. Klingaman     5,381,183    257,739         8,370,738
Jan B. Packwood          5,377,655    261,267         8,370,738
Robert C. Scharp         5,415,466    223,456         8,370,738

2. Proposal for an advisory vote on executive compensation. The proposal passed on a vote of 5,481,846 in favor, which represented 97.21% of the votes cast on this proposal, 145,125 against, 11,951 abstentions, and 8,370,738 broker non-votes.

3. Proposal to approve the amendments to the Amended and Restated 2007 Equity Incentive Plan for Employees and Non-Employee Directors. The proposal passed on a vote of 5,471,294 in favor, which represented 97.02% of the votes cast on this proposal, 155,553 against, 12,075 abstentions, and 8,370,738 broker non-votes.

4. Proposal for the ratification of the appointment by the Audit Committee of Ernst & Young LLP as principal independent auditor for fiscal year 2012. The proposal passed on a vote of 13,977,514 in favor, 18,380 against and 13,766 abstentions.

In light of the stockholder vote in 2011, the Company has determined that it will hold a non-binding advisory vote to approve the Company's compensation of its named executive officers as disclosed in its annual meeting proxy statement (a "say-on-pay vote") every year until it next holds a non-binding stockholder advisory vote on the frequency with which the Company should hold future say-on-pay votes, which vote will appear in the 2014 proxy statement.

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