Cloud Peak Energy Inc. (NYSE:CLD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Cloud Peak Energy Stockholders Approve Increase in
Authorized Shares Under Long Term Incentive Plan
As described below in this Form8-K, on May10, 2017 at the annual
meeting of stockholders (Annual Meeting) of Cloud Peak
Energy Inc. (Cloud Peak Energy), the stockholders approved
the First Amendment to the Cloud Peak Energy Inc. 2009 Long Term
Incentive Plan (as amended and restated effective March3, 2017)
(the Restated 2009 LTIP) to increase the number of shares
authorized for issuance thereunder and extend the term thereof.
As a result, the First Amendment became effective on May10, 2017.
The First Amendment increases the number of shares of common
stock available under the Restated 2009 LTIP by an additional
1,400,000 shares and extends the term of the Restated 2009 LTIP
to May10, 2027.
A copy of the First Amendment is attached hereto as Exhibit10.1
and is incorporated herein by reference. The foregoing summary is
qualified in its entirety by the complete terms and conditions of
the First Amendment and the Restated 2009 LTIP. A description of
the material terms of the Restated 2009 LTIP, as amended by the
First Amendment, was included in Cloud Peak Energys definitive
proxy statement on Schedule 14A filed with the Securities and
Exchange Commission on March27, 2017 (the Proxy
Statement).
Item5.07. Submission of Matters to a
Vote of Security Holders.
On May10, 2017, Cloud Peak Energy held its Annual Meeting,at
which the stockholders voted as follows:
Proposal 1 (Election of Directors): The
stockholders elected Messrs.Fox and Skaggs, both current
directors, as ClassII directors, each to serve until Cloud Peak
Energys annual meeting of stockholders in 2020.
|
Nominee |
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
William T. Fox III |
40,233,279 |
|
2,651,972 |
|
90,598 |
|
17,116,404 |
|
|
Robert Skaggs |
39,456,607 |
|
3,429,819 |
|
89,423 |
|
17,116,404 |
Proposal 2 (Ratification of the Appointment of
Independent Auditors): The stockholders ratified
the appointment of PricewaterhouseCoopers LLP as Cloud Peak
Energys independent registered public accounting firm for the
2017 fiscal year.
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
|
56,579,730 |
849,461 |
2,663,062 |
17,116,404 |
Proposal 3 (Advisory Vote on Compensation of Named
Executive Officers): The stockholders approved on
an advisory basis the compensation of Cloud Peak Energys named
executive officers, as disclosed in the Proxy Statement to Item
402 of Regulation S-K promulgated by the Securities and Exchange
Commission.
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
|
23,025,064 |
19,112,996 |
837,789 |
17,116,404 |
Proposal 4 (Advisory Vote on Frequency of Future
Advisory Votes on Compensation of Named Executive
Officers): The stockholders approved on an advisory
basis the frequency of future advisory votes on the compensation
of Cloud Peak Energys named executive officers to occur every
year.
|
EveryYear |
|
EveryTwoYears |
|
EveryThreeYears |
|
Abstain |
|
Broker Non-Votes |
|
|
34,335,045 |
152,665 |
7,862,722 |
625,417 |
17,116,404 |
Proposal 5 (Approval of Share Increase Amendment to
Restated 2009 LTIP): The stockholders approved
the First Amendment to the Restated 2009 LTIP to increase the
number of shares authorized for issuance thereunder and extend
the term thereof.
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
|
39,196,346 |
3,662,119 |
117,384 |
17,116,404 |
Proposal 6 (Re-Approval of the
Section162(m)Material Terms of the Restated 2009
LTIP): The stockholders re-approved the material
terms of the Restated 2009 LTIP, as amended by the First
Amendment, in accordance with the stockholder approval
requirements of Section162(m)of the Internal Revenue Code.
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
|
40,217,451 |
2,607,662 |
150,736 |
17,116,404 |
Proposal 7 (Ratification of Non-Employee Director
Maximum Award Limitations): The
stockholders approved the ratification of the non-employee
director maximum award limitations set forth in the Restated
2009 LTIP.
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
|
39,498,532 |
3,302,570 |
174,747 |
17,116,404 |
Additional information about these proposals can be found in
Cloud Peak Energys Proxy Statement for the Annual Meeting.
There were no other proposals voted on at the Annual Meeting.
Item9.01 Financial Statements and
Exhibits
(d)Exhibits. The following exhibit is being furnished herewith.
10.1 First Amendment to the Cloud Peak Energy Inc. 2009 Long
Term Incentive Plan (as amended and restated effective March3,
2017), effective May10, 2017.
About Cloud Peak Energy Inc. (NYSE:CLD)
Cloud Peak Energy Inc. is a producer of coal in the United States of America and the Powder River basin (PRB). The Company owns and operates three surface coal mines: the Antelope Mine, the Cordero Rojo Mine, and the Spring Creek Mine. The Company operates through two segments: Owned and Operated Mines segment, and Logistics and Related Activities. The Company’s Owned and Operated Mines segment is characterized by the focus on thermal coal production. Its segment includes the Company’s Antelope Mine, Cordero Rojo Mine, and Spring Creek Mine. The Company’s Logistics and Related Activities segment is characterized by the services the Company provides to its international and domestic customers. The services provided by it include the purchase of coal from third parties or from its owned and operated mines, at market prices, as well as the contracting and coordination of the transportation and other handling services from third-party operators, which are rail and terminal companies. Cloud Peak Energy Inc. (NYSE:CLD) Recent Trading Information
Cloud Peak Energy Inc. (NYSE:CLD) closed its last trading session up +0.18 at 3.57 with 1,371,754 shares trading hands.
