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BTU > SEC Filings for BTU > Form 8-K on 3-May-2013All Recent SEC Filings

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Form 8-K for PEABODY ENERGY CORP


3-May-2013

Entry into a Material Definitive Agreement, Change in Directors or Principal


Item 1.01 Entry into a Material Definitive Agreement.

Peabody Energy Corporation (the "Company") has an accounts receivable securitization program through its wholly owned, bankruptcy remote subsidiary, P&L Receivables Company, LLC ("Seller"). Under the program, the Company contributes a pool of eligible trade receivables to the Seller, which then sells, without recourse, to a multi-seller, asset-backed commercial paper conduit. Purchases by the conduit are financed with the sale of highly rated commercial paper.

On May 1, 2013, the receivables purchase agreement for the program was amended and restated (a) to add Fifth Third Bank as a related committed purchaser, as an LC participant and as a purchaser agent, (b) to add The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch as a related committed purchaser, as an LC participant and as a purchaser agent, (c) to add Gotham Funding Corporation as a conduit purchaser, (d) to extend the term of the program to three years from the date of execution and (e) to make certain other changes contained in the exhibit referenced below.

The foregoing description is only a summary of certain provisions of the amended and restated receivables purchase agreement, and is qualified in its entirety by reference to the amended and restated receivables purchase agreement itself, which is filed as Exhibit 10.1 hereto and which is incorporated by reference herein.



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

(e) Peabody Energy has extended the term of employment for Chairman and Chief Executive Officer Gregory H. Boyce by one year. His current term as Chairman and Chief Executive Officer ends on December 31, 2014. The new agreement with Mr. Boyce (the "Transition Agreement") continues his term as Chairman and Chief Executive Officer through December 31, 2014, and as Executive Chairman through December 31, 2015, subject to terms described in the Transition Agreement.

The Transition Agreement amends the restated employment agreement between the Company and Mr. Boyce entered into effective December 31, 2009 (the "Employment Agreement").

The principal terms of the Transition Agreement include the following:
Mr. Boyce's term of employment is extended from December 31, 2014 to December 31, 2015, subject to earlier termination as described in the Transition Agreement.

         Mr. Boyce will continue as Chairman and Chief Executive Officer of the
          Company through December 31, 2014 or such earlier date as his successor
          as Chief Executive Officer is appointed. If the new Chief Executive
          Officer is not also immediately appointed as Chairman of the Board, Mr.
          Boyce will then continue as a full-time employee of the Company in the
          position of Executive Chairman until the earlier of the appointment of
          his successor as Chairman of the Board (whether he or she be the new
          Chief Executive Officer or someone else) and December 31, 2015. Mr.
          Boyce's employment with the Company will cease, and the employment term
          will end, upon the appointment of his successor as Chairman of the
          Board (the "Separation Date").



         The Transition Agreement provides that termination of Mr. Boyce's
          service as a result of the appointment of his successor(s) as Chief
          Executive Officer and Chairman of the Board will be considered a
          termination of Mr. Boyce's employment without Cause (as defined in the
          Employment Agreement) for purposes of the Employment Agreement.



         Mr. Boyce's compensation for 2014 will continue to be determined as
          provided in the Employment Agreement, regardless of whether his
          successor as Chief Executive Officer is appointed prior to December 31,
          2014.


         For 2015, Mr. Boyce's base salary will be reduced from the current rate
          of $1,225,660 per annum to $900,000 per annum. His target bonus
          opportunity for 2015 will be 100% of his base salary (reduced from his
          current target bonus opportunity of 120% of base salary), and his
          maximum bonus opportunity will be 200% of his base salary (reduced from
          his current maximum bonus opportunity of 240% of base salary). The
          grant date value for Mr. Boyce's long-term incentive awards (stock
          options and performance units) for 2015 will be 300% of his 2015 base
          salary (reduced from the grant date value of 500% of base salary
          currently used for his long-term incentive awards).



         Mr. Boyce will be eligible to receive three grants of restricted stock
          units, each valued at $1,000,000 as of the close of business on the
          applicable date of grant, as follows: (i) the first grant will be made
          within 30 days of the date of the Transition Agreement (the "2013 RSU
          Award"); and (ii) the second and third grants will be made on the dates
          in 2014 and 2015 when the Company makes long-term incentive awards
          generally to senior executives (the "2014 RSU Award" and "2015 RSU
          Award", respectively, and collectively with the 2013 RSU Award, the
          "Special RSU Awards"). The 2013 RSU Award was made to Mr. Boyce on
          April 30, 2013. If the Company has terminated Mr. Boyce's employment
          without Cause (including as described above), or if his employment has
          terminated due to death or disability, before any of the specified
          award dates for Special RSU Awards, a substitute cash payment of
          $1,000,000 will be made instead on the applicable award date.



         The 2013 RSU Award and 2014 RSU Award will vest as to 50% of the RSUs
          included in each such Special RSU Award on the date of the appointment
          of Mr. Boyce's successor as Chief Executive Officer, and as to the
          remaining 50% of the RSUs included in each such Special RSU Award on
          the date of the appointment of Mr. Boyce's successor as Chairman of the
          Board. Mr. Boyce's 2015 RSU Award will vest as to 100% of the RSUs
          included in such Special RSU Award on the date that his successor as
          Chairman of the Board is appointed. Special RSU Awards will vest
          immediately if Mr. Boyce's employment with the Company is terminated by
          the Company without Cause (including as described above), if his
          employment with the Company terminates by reason of death or
          disability, or if he continues employment with the Company until
          December 31, 2015.



         Special RSU Awards, to the extent vested, will be settled by delivery
          of the corresponding shares of the Company's common stock on the first
          day of the seventh month following the Separation Date. Settlement will
          be made only if Mr. Boyce has executed a general release in favor of
          the Company and related parties, and the release has become
          irrevocable.



         The Transition Agreement does not alter Mr. Boyce's rights if his
          employment terminates on or before December 31, 2014. Beginning January
          1, 2015, Mr. Boyce will no longer have a right to resign for Good
          Reason (as defined in the Employment Agreement) and receive severance.



         If the Company terminates Mr. Boyce's employment without Cause during
          2015 (including as a result of the appointment of his successors as
          Chief Executive Officer and Chairman of the Board), he will be entitled
          to a prorated bonus for 2015 based on actual performance results, his
          long-term incentive awards will continue to vest as though his
          employment had not terminated, his Special RSU Awards will vest, and,
          if the date of such termination occurs prior to the date that his bonus
          for 2014 is paid, he will receive the bonus he earned for 2014 at the
          time when annual bonuses are otherwise paid to Company employees. For
          purposes of the Transition Agreement, Mr. Boyce will be treated as if
          he were terminated without Cause if his principal place of business is
          relocated without his consent more than 50 miles from the Company's
          offices in St. Louis, Missouri or Phoenix, Arizona, or if the Company
          fails to provide Mr. Boyce with payments or benefits owed to him, or
          fails to obtain a written assumption of the Transition Agreement by a
          successor owner to substantially all of the Company's assets, and the
          failure is not corrected within 30 days of the Company's receipt of
          notice from Mr. Boyce. If Mr. Boyce retires or otherwise resigns from
          employment (for reasons other than his death or disability) during
          2015, he will also be entitled to continued vesting of long-term equity
          awards made to him before 2015 (but not to continued vesting of his
          2015 long-term equity awards or the Special RSU Awards), and, if the
          date of such retirement or resignation occurs prior to the date that
          his bonus for 2014 is paid, he will receive the bonus he earned for
          2014 at the time when annual bonuses are otherwise paid to Company
          employees.


         If Mr. Boyce's employment with the Company continues through December
          31, 2015, his long-term equity awards will continue to vest and the
          Special RSU Awards will vest in full. In addition, Mr. Boyce will
          receive the bonus he earned for 2015 at the time when annual bonuses
          are otherwise paid to Company employees.



         Continued vesting of Mr. Boyce's long-term incentive awards, settlement
. . .


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

The Company held its Annual Meeting of Shareholders on April 29, 2013. Of the 269,630,757 shares of Common Stock outstanding on the record date, 214,633,430 shares were present at the meeting in person or by proxy, representing approximately 80% of the total outstanding shares eligible to vote. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting of Shareholders are as follows:

Item 1: Election of Directors       For        Withheld    Broker Non-Votes

Gregory H. Boyce                172,734,782   3,810,502       38,088,146
William A. Coley                168,657,833   7,887,451       38,088,146
William E. James                168,019,494   8,525,790       38,088,146
Robert B. Karn III              168,628,332   7,916,952       38,088,146
Henry E. Lentz                  155,869,869   20,675,415      38,088,146
Robert A. Malone                168,716,078   7,829,206       38,088,146
William C. Rusnack              174,492,345   2,052,939       38,088,146
John F. Turner                  174,355,564   2,189,719       38,088,146
Sandra A. Van Trease            175,182,901   1,362,383       38,088,146
Alan H. Washkowitz              173,730,743   2,814,541       38,088,146


                                       For            Against        Abstain       Broker
                                                                                 Non-Votes
Item 2: Ratification of
Appointment of Independent          210,662,274       3,461,649      508,075         0
Registered Public Accounting
Firm

Item 3: Advisory Vote on           136,827,065       37,836,334     1,877,600    38,092,431
Executive Compensation

Item 4: Approval of the Material
Terms of the Performance Goals
Under our 2008 Management Annual
Incentive Compensation Plan 170,357,043 5,747,167 436,425 38,092,435

Item 5: Shareholder Proposal
Regarding Lobbying Activities 67,482,486 90,216,406 18,842,399 38,092,139

Item 6: Shareholder Proposal
Regarding an Independent Board
Chair 76,288,590 99,674,806 577,896 38,092,138



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description of Exhibit
10.1 Fourth Amended and Restated Receivables Purchase Agreement, dated as of May 1, 2013, by and among P&L Receivables Company, LLC, Peabody Energy Corporation, the various Sub-Servicers listed on the signature pages thereto, all Conduit Purchasers listed on the signature pages thereto, all Related Committed Purchasers listed on the signature pages thereto, all Purchaser Agents listed on the signature pages thereto, all LC Participants listed on the signature pages thereto, and PNC Bank, National Association, as Administrator and as LC Bank.
10.2 Transition Agreement effective April 29, 2013 by and between Peabody Energy Corporation and Gregory H. Boyce (entered into on April 29, 2013).
10.3 2013 Restricted Stock Unit Agreement by and between Peabody Energy Corporation and Gregory H. Boyce.


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