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WLB > SEC Filings for WLB > Form 8-K on 22-May-2013All Recent SEC Filings

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Form 8-K for WESTMORELAND COAL CO


22-May-2013

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 virtually on May 21, 2013. As of the close of business on the record date for the meeting, which was March 25, 2013, there were 14,357,179 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 eight 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         9,154,801     237,949          4,388,368
Gail E. Hamilton        9,159,259     233,491          4,388,368
Michael G. Hutchinson   9,167,782     224,968          4,388,368
Robert P. King          9,179,337     213,413          4,388,368
Richard M. Klingaman    9,164,521     228,229          4,388,368
Craig R. Mackus         9,167,757     224,993          4,388,368
Jan B. Packwood         9,156,338     236,412          4,388,368
Robert C. Scharp        9,159,042     233,708          4,388,368

2. Proposal for an advisory vote on executive compensation. The proposal passed on a vote of 9,251,318 in favor, which represented 98.49% of the votes cast on this proposal, 128,906 against, 12,526 abstentions, and 4,388,368 broker non-votes.

3. Proposal for the ratification of the appointment by the Audit Committee of Ernst & Young LLP as principal independent auditor for fiscal year 2013. The proposal passed on a vote of 13,727,013 in favor, 36,035 against and 18,070 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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