Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 11, 2020, and effective as of such date, the Board of Directors (the
"Board") of Peabody Energy Corporation (the "Company" or "Peabody") appointed
Mark Spurbeck, age 47, to serve as the Company's Executive Vice President and
Chief Financial Officer. Mr. Spurbeck will serve as the Company's principal
financial officer and principal accounting officer in his capacity as Chief
Financial Officer. Mr. Spurbeck has served as the Company's Senior Vice
President and Interim Chief Financial Officer since January 6, 2020.
Mr. Spurbeck has more than 20 years of accounting and financial experience.
Prior to his role as Senior Vice President and Interim Chief Financial Officer,
he served as the Company's Senior Vice President and Chief Accounting Officer
from March 2018 to January 2020. Since joining the Company in March 2018, he has
overseen Peabody's finance, treasury, tax, internal audit, financial reporting
and corporate accounting functions. Prior to joining Peabody, Mr. Spurbeck
served as Vice President of Finance and Chief Accounting Officer at Coeur
Mining, Inc., a diversified precious metals producer, from March 2013 to January
2018. He also previously held multiple financial positions at Newmont Mining
Corporation, a leading gold and copper producer, including Group Executive,
Assistant Controller. Mr. Spurbeck also previously served in several financial
positions at First Data Corporation, a financial services company, and Deloitte
LLP, an international accounting, tax and advisory firm. Mr. Spurbeck is a
Certified Public Accountant and holds a bachelor's degree in Accounting from
Hillsdale College.
Mr. Spurbeck's compensation arrangements in connection with his appointment as
Executive Vice President and Chief Financial Officer became effective upon his
appointment. Mr. Spurbeck is entitled to: (i) an annual base salary of $520,000;
(ii) a one-time cash inducement and retention award in the amount of $260,000,
equivalent to 50% of the new base salary which shall vest 50% after twelve
(12) months from the date of appointment and 50% after eighteen (18) months from
the date of appointment, subject to forfeiture in the event of voluntary
termination of employment or involuntary termination of employment for cause as
defined in the Peabody Energy Corporation Executive Severance Plan; (iii) a
short-term incentive compensation ("STIC") opportunity with a target level of
85% of his base salary and a maximum payout of 170% of his base salary, pursuant
to the Peabody Energy Corporation 2017 Incentive Plan (the "Plan"), prorated for
fiscal year 2020 based on his positions held; and (iv) a target long-term
incentive compensation ("LTIC") opportunity valued at approximately 200% of his
base salary, pursuant to the Plan, inclusive of: (a) an equity grant of 27,200
restricted stock units under the Plan, which restricted stock units will
generally vest ratably over a three-year period on each of July 1, 2021,
January 2, 2022, and January 2, 2023, subject to Mr. Spurbeck's continued
employment with the Company; and (b) an equity grant of 40,800 performance units
under the Plan, with a performance period beginning on January 1, 2020 and
ending on December 31, 2022, which performance units will be subject to
performance metrics and goals previously approved by the Compensation Committee
of the Board (the "Compensation Committee"). Mr. Spurbeck's performance-based
STIC and LTIC payouts will be based upon the achievement of the Company's
performance objectives as approved by the Compensation Committee. In addition,
in connection with his appointment as Executive Vice President and Chief
Financial Officer, Mr. Spurbeck has entered into the Company's standard form of
participation agreement for executive officers of the Company under the Peabody
Energy Corporation 2019 Executive Severance Plan.
There are no family relationships, as defined in Item 401 of
Regulation S-K, between Mr. Spurbeck and any of the Company's directors,
executive officers, or persons nominated or chosen to become a director or
executive officer. There is no arrangement or understanding between Mr. Spurbeck
and any other person pursuant to which he was appointed as the Company's
Executive Vice President and Chief Financial Officer. There are no transactions
or proposed transactions in which Mr. Spurbeck has any direct or indirect
material interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
In connection with this executive leadership transition, the Company issued a
press release. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
The information set forth in and incorporated into this Item 7.01 of this
Current Report on Form 8-K is being furnished pursuant to Item 7.01 of
Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that
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section, nor shall it be deemed incorporated by reference into any of the
Company's filings under the Securities Act of 1933, as amended (the "Securities
Act"), or the Exchange Act, whether made before or after the date hereof and
regardless of any general incorporation language in such filings, except to the
extent expressly set forth by specific reference in such a filing. The filing of
this Item 7.01 of this Current Report on Form 8-K shall not be deemed an
admission as to the materiality of any information herein that is required to be
disclosed solely by reason of Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release dated June 17, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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