Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 26, 2020, Peabody Energy Corporation (the "Company") announced the
appointment of Darren R. Yeates as the Company's Executive Vice President and
Chief Operating Officer, effective as of November 1, 2020. Mr. Yeates, age 59,
has been a member of the Company's Board of Directors (the "Board") since
February 2020 and will remain on the Board as a non-independent director.
However, he will step down from his current positions as a member of Audit
Committee and the Health, Safety, Security & Environmental Committee of the
Board, and will not thereafter serve on any other committees of the Board.
Prior to this appointment, Mr. Yeates served as a director and principal of
Yeates Advisory Services Pty Ltd, a consulting firm he co-founded in November
2016. Mr. Yeates has over 35 years of mining industry experience, recently
serving as COO of MACH Energy Australia, a developer and supplier of thermal
coal to both the Australian domestic and Asian export markets, from May 2018 to
December 2019. He was previously CEO of GVK Hancock Coal from January
2014 to June 2016, and prior to that, spent over 22 years with Rio Tinto in
multiple positions, including Acting Managing Director and Chief Operating
Officer for Coal Australia. Mr. Yeates has served as a director of WorkPac Pty
Ltd, a diversified employment recruiter, since January 2018, and as a director
at Emeco Holdings Limited, an Australian mining services company, since April
2017. He also served as a director at Stanmore Coal Limited, an Australian coal
company, from May 2019 until February 2020 and recently served as CEO of WorkPac
Group.
Mr. Yeates has a Bachelor of Engineering (Mining) from University of Queensland,
a Graduate Diploma in Management from the University of Central Queensland and a
Graduate Diploma of Applied Finance and Investment from the Securities Institute
of Australia. He has an Executive MBA from the Monash Mt Eliza Business School
and is a Fellow of the Australian Institute of Company Directors.
Employment Agreement
In connection with Mr. Yeates' appointment as Executive Vice President and Chief
Operating Officer of the Company, Mr. Yeates entered into a contract of
employment, dated October 22, 2020 (the "Employment Agreement") with Peabody
Energy Australia Coal Pty Ltd, a wholly-owned subsidiary of the Company. The
material terms of the Employment Agreement are summarized below.
Mr. Yeates will receive: (i) an annual base salary of $700,000; (ii)
a one-time cash signing bonus in the amount of $600,000 within 30 days of the
commencement of his employment, which is subject to repayment in full in the
event that Mr. Yeates voluntarily resigns or is terminated for cause within one
year of commencing employment; (iii) a short-term incentive compensation ("STI")
opportunity with a target level of 100% of his base salary, pursuant to the
Peabody Energy Corporation 2017 Incentive Plan (the "Plan"), prorated for fiscal
year 2020; and (iv) a target long-term incentive compensation ("LTI")
opportunity valued at approximately 140% of his base salary, pursuant to the
Plan. Mr. Yeates' performance-based STI and LTI payouts will be based upon the
achievement of the Company's performance objectives as approved by the
Compensation Committee of the Board. The Employment Agreement requires
Mr. Yeates to relocate to the Company's headquarters in St. Louis, Missouri at
the earliest opportunity, but not later than April 12, 2022. While Mr. Yeates
has not entered into the Company's standard form of participation agreement for
executive officers of the Company (a "Participation Agreement") under the
Peabody Energy Corporation 2019 Executive Severance Plan (the "Severance Plan"),
Mr. Yeates will be required pursuant to the Employment Agreement to comply with
the terms of the Severance Plan and Participation Agreement during his
employment and may be entitled to the benefits set forth in the Severance Plan
upon certain terminations of his employment, subject to Mr. Yeates' satisfaction
of the requirements set forth in the Employment Agreement, Severance Plan and
Participation Agreement. Finally, as a condition of his employment with the
Company, Mr. Yeates will serve on not more than one non-Company board, and any
new directorships must be approved in advance by the Company's President & CEO.
The foregoing description of the Employment Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Employment Agreement, a copy of which is attached as Exhibit 10.1 hereto and
incorporated by reference.
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There are no family relationships, as defined in Item 401 of
Regulation S-K, between Mr. Yeates 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. Yeates and any
other person pursuant to which he was appointed as the Company's Executive Vice
President and Chief Operating Officer. There are no transactions or proposed
transactions in which Mr. Yeates 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 Mr. Yeates' appointment, 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 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
10.1 Contract of Employment, dated October 22, 2020, between Peabody
Energy Australia Coal Pty Ltd and Darren R. Yeates.
99.1 Press Release of Peabody Energy Corporation dated October 26,
2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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