Arch Coal,Inc. (NYSE:ARCH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Arch Coal,Inc. (NYSE:ARCH) 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

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On February28, 2019, the Board of Directors (the “Board”) of Arch Coal,Inc. (the “Company”) increased the size of the Board to nine directors and elected, effective immediately, Holly Keller Koeppel and Robert Brewster Hamill to fill the newly-created vacancies and to serve until the 2019 annual meeting of stockholders or until their successors are duly elected and qualified. Ms.Koeppel and Mr.Hamill were also each appointed to serve on the Audit Committee of the Board (the “Audit Committee”).

Ms.Koeppel served as Managing Partner and Head of Gateway Infrastructure Investments LP from 2015 to January2017. From 2010 to 2015, Ms.Koeppel served as Partner and Global Co-Head, Citi Infrastructure Investors, a division of CitiGroup,Inc. She served as Executive Vice President and Chief Financial Officer of American Electric Power Corporation from 2006 to 2009.

Mr. Hamill served as Managing Director of Jefferies and Company Inc. from 2008 to November2018. From 2003 to 2008, Mr.Hamill served as Managing Director of Lehman Brothers Inc., and from 1994 to 2002 he served as a Managing Director of J.P. Morgan Securities Inc.

The Company’s non-employee director compensation program provides that each non-chair director receives a $100,000 annual cash retainer and a $125,000 equity grant (awarded in the form of restricted stock units) for his or her service on the Board. Non-chair directors serving on the Audit Committee also receive an annual retainer of $15,000. For 2019, Ms.Koeppel and Mr.Hamill will receive a pro-rata portion of such cash retainers and equity grant, pro-rated as of February28, 2019.

Ms.Koeppel and Mr.Hamill each entered into an indemnification agreement with the Company, effective as of February28, 2019, substantially in the form attached as Exhibit10.6 to the Company’s Current Report on Form8-K filed on October11, 2016.

Mr.Scott Vogel, who has been a director of the Company since October2016, will not stand for reelection at the 2019 annual meeting in May. Mr.Vogel’s not standing for reelection is not due to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 7.01 Regulation FD Disclosure.

On February28, 2019, the Company issued a press release announcing the elections to the Company’s Board as described above. A copy of the press release is furnished as Exhibit99.1 hereto and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are attached hereto and filed herewith.

Exhibit No.

Description

99.1

Press release dated February28, 2019.

ARCH COAL INC Exhibit
EX-99.1 2 a19-5696_1ex99d1.htm EX-99.1 Exhibit 99.1   News from Arch Coal,…
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