Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

As previously reported, effective at the conclusion of the annual meeting of stockholders (the Annual Meeting") of Arch Coal, Inc. (the "Company") on April 30, 2020, John W. Eaves retired as the Company's Chief Executive Officer and assumed the role of Executive Chairman of the Board; Paul A. Lang, the Company's President and Chief Operating Officer, succeeded Mr. Eaves as Chief Executive Officer; John T. Drexler, the Company's Senior Vice President and Chief Financial Officer, succeeded Mr. Lang as Chief Operating Officer; and Matthew C. Giljum, the Company's Treasurer and Vice President of Finance, succeeded Mr. Drexler as Chief Financial Officer. Also, Mr. James N. Chapman assumed the role of Independent Lead Director, after serving as Chairman of the Board since October 2016. In connection with this succession process, on April 30, 2020, upon the recommendation of the Personnel and Compensation Committee (the "Committee") of the Board of Directors (the "Board"), the Board approved certain compensation arrangements for Messrs. Eaves, Lang, Drexler and Giljum as further described below. No adjustments were made to Mr. Chapman's director compensation.

Mr. Lang

Upon the Committee's recommendation, the independent members of the Board approved for Mr. Lang an annual base salary of $875,000, a target annual incentive plan ("ICP") opportunity of 125% of his annual base salary, and a target long-term incentive plan ("LTIP") opportunity of 350% of his annual base salary.

In addition, upon the Committee's recommendation, the independent members of the Board approved entering into a new change in control agreement with Mr. Lang on terms that are substantially the same as his prior agreement with the Company and the form agreement included as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 29, 2012, except that the multiples of payment upon his qualifying termination of employment will generally change from 12 months to 24 months of the applicable benefit in connection with a qualifying termination prior to a change in control and from 24 months to 36 months of the applicable benefit in connection with a qualifying termination within two years following a change in control.

Mr. Drexler

Upon the Committee's recommendation, the Board approved for Mr. Drexler an annual base salary of $650,000, a target ICP opportunity of 100% of his annual base salary, and a target LTIP opportunity of 275% of his annual base salary.

Mr. Giljum

Upon the Committee's recommendation, the Board approved for Mr. Giljum an annual base salary of $450,000, a target ICP opportunity of 80% of his annual base salary, and a target LTIP opportunity of 250% of his annual base salary.

Mr. Eaves

Upon the Committee's recommendation, the independent members of the Board approved entering into a letter agreement with Mr. Eaves (the "Eaves Agreement") pursuant to which Mr. Eaves will transition to Executive Chairman. The Eaves Agreement provides for an annual base salary of $540,000, a target ICP opportunity of 100% of his annual base salary, a target LTIP opportunity of 200% of his annual base salary, and continued vesting in his outstanding LTIP awards, subject to the terms and conditions of the Company's 2016 Omnibus Incentive Plan and the applicable award agreements. In addition, if Mr. Eaves's service with the Company terminates prior to February 27, 2023 for any reason other than for "cause" (as defined in his change in control agreement with the Company), his LTIP award granted in February 2020 will vest in full subject to the achievement of the applicable performance measures.

The description of the Eaves Agreement is qualified in its entirety by reference to the full text of the Eaves Agreement, a copy of which is filed herewith as Exhibit 10.1.

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

The Annual Meeting was held on April 30, 2020. The following proposals were submitted by the Board of Directors of the Company to a vote of stockholders, and the final results of the voting on each proposal is noted below. On the record date of March 10, 2020, there were 15,142,684 shares of the Company's common stock outstanding and entitled to vote.

Proposal 1 - Election of Directors

The following nine individuals were nominated to serve as directors of the Company. As indicated below, the nine nominees were elected as directors of the Company to serve for a term expiring at the 2021 annual meeting of stockholders, until their respective successors are elected and qualified or until their earlier death, resignation or removal.





        Nominee              For       Withheld    Broker Non-Votes
Patrick J. Bartels, Jr.   11,849,873    793,206        891,501
James N. Chapman          11,610,985   1,032,094       891,501
John W. Eaves             12,500,304    142,775        891,501
Sherman K. Edmiston III   12,510,683    132,396        891,501
Robert B. Hamill          12,518,573    124,506        891,501
Holly Keller Koeppel      12,488,243    154,836        891,501
Patrick A. Kriegshauser   12,491,376    151,703        891,501
Paul A. Lang              12,516,903    126,176        891,501
Richard A. Navarre        6,436,293    6,206,786       891,501

Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation

The stockholders were asked to approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The proposal was approved, on an advisory basis, as indicated below.





   For       Against   Abstain   Broker Non-Votes
12,456,074   150,672   36,333        891,501

Proposal 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm

The stockholders were asked to ratify the appointment of Ernst & Young, LLP, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The appointment was ratified, as indicated below.





   For       Against   Abstain   Broker Non-Votes
12,946,904   586,228    1,448           -

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits




Exhibit
 No.                                   Description
  10.1       Letter Agreement, dated April 30, 2020, by and between Arch Coal,
           Inc. and John W. Eaves
  104      Cover Page Interactive Data File (formatted as Inline XBRL)

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