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 OfficersItem 9.01.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July11, 2018, Bruce Jones, Cloud Peak Energy Inc.’s (“CPE”) Senior Vice President, Technical Services, was promoted to Executive Vice President and Chief Operating Officer. Mr.Jones has served as CPE’s Senior Vice President, Technical Services since July2013. In his new role, Mr.Jones will continue to handle the responsibilities of the Technical Services position. Prior to his appointment as Senior Vice President, Mr.Jones was General Manager of CPE’s Spring Creek Mine from March2007 to July2013. Before joining the Spring Creek Mine, Mr.Jones was the Operations Manager for Kennecott Utah Copper at the Bingham Canyon Mine in Bingham Canyon, Utah. Mr.Jones began his career as a mining engineer for Inspiration Coal,Inc. in 1982 and has worked in several sectors of the mining industry. During his career, Mr.Jones has held engineering and operations management positions at gold, copper and coal mining operations. Mr.Jones holds a Bachelor of Science degree in mining engineering from the University of Wisconsin-Platteville and a Master of Business Administration from the University of Utah. Mr.Jones is a registered professional engineer in Kentucky and Utah.
As a result of his promotion to Executive Vice President and Chief Operating Officer, Mr.Jones’ compensation now includes: (1)annual base salary of $400,000; (2)annual cash bonus target opportunity of 75% to a maximum of 150% of base salary; (3)annual equity award under CPE’s Long Term Incentive Plan to be valued at 150% of base salary, starting with his 2019 annual grant; (4)continued participation in CPE’s Non-Qualified Deferred Compensation Plan; and (5)medical, dental and other health and welfare benefits in accordance with the terms of CPE’s benefit plans.
Colin Marshall served as CPE’s Chief Operating Officer on an interim basis since January18, 2018, in addition to his position as CPE’s President and Chief Executive Officer. After the appointment of Mr.Jones as Chief Operating Officer, Mr.Marshall remains in the position of President and Chief Executive Officer of CPE.
Item 9.01. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July11, 2018, the Board of Directors of CPE approved and adopted certain clarification amendments to CPE’s Bylaws. The Amended and Restated Bylaws are attached as Exhibit3.2 to this Form8-K and incorporated herein by reference.
Item 9.01 Regulation FD Disclosure.
On July11, 2018, CPE issued a press release announcing the transition of its chief operating officer. The press release is furnished with this Report as Exhibit99.1 and is incorporated in this Item 9.01 by reference.
The information contained in this Item 9.01 (including Exhibit99.1) is furnished to this Item 9.01 and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section, notwithstanding any general incorporation by reference language in other CPE filings.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits. The following exhibits are being filed or furnished herewith.