UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 10, 2017
Cloud Peak Energy Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-34547 |
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26-3088162 |
(State or other Jurisdiction of
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(Commission File Number) |
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(IRS Employer Identification No.) |
505 S. Gillette Ave., Gillette, Wyoming |
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82716 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (307) 687-6000
Not Applicable
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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 Form 8-K, on May 10, 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 March 3, 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 May 10, 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 May 10, 2027.
A copy of the First Amendment is attached hereto as Exhibit 10.1 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 March 27, 2017 (the Proxy Statement ).
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 10, 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 Class II directors, each to serve until Cloud Peak Energys annual meeting of stockholders in 2020.
Nominee |
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For |
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Against |
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Abstain |
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Broker
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William T. Fox III |
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40,233,279 |
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2,651,972 |
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90,598 |
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17,116,404 |
Robert Skaggs |
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39,456,607 |
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3,429,819 |
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89,423 |
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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 |
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Against |
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Abstain |
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Broker
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56,579,730 |
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849,461 |
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2,663,062 |
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17,116,404 |
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· 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 pursuant to Item 402 of Regulation S-K promulgated by the Securities and Exchange Commission.
For |
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Against |
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Abstain |
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Broker
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23,025,064 |
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19,112,996 |
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837,789 |
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17,116,404 |
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· 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.
Every Year |
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Every Two Years |
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Every Three Years |
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Abstain |
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Broker
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34,335,045 |
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152,665 |
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7,862,722 |
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625,417 |
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17,116,404 |
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· 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 |
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Against |
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Abstain |
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Broker
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39,196,346 |
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3,662,119 |
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117,384 |
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17,116,404 |
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· Proposal 6 (Re-Approval of the Section 162(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 Section 162(m) of the Internal Revenue Code.
For |
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Against |
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Abstain |
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Broker
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40,217,451 |
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2,607,662 |
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150,736 |
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17,116,404 |
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· 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 |
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Against |
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Abstain |
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Broker
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39,498,532 |
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3,302,570 |
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174,747 |
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17,116,404 |
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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.
Item 9.01 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 March 3, 2017), effective May 10, 2017.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CLOUD PEAK ENERGY INC. |
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Date: May 10, 2017 |
By: |
/s/ Bryan J. Pechersky |
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Name: |
Bryan J. Pechersky |
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Title: |
Executive Vice President, General Counsel, and Corporate Secretary |
Exhibit 10.1
FIRST AMENDMENT TO THE
CLOUD PEAK ENERGY INC. 2009 LONG TERM INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE MARCH 3, 2017)
THIS FIRST AMENDMENT (the Amendment ), dated as of May 10, 2017, to the Cloud Peak Energy Inc. 2009 Long Term Incentive Plan, as amended and restated effective March 3, 2017 (the Plan), as approved by the Board of Directors (the Board ) of Cloud Peak Energy Inc. (the Company ), is hereby adopted by the Company.
W I T N E S S E T H:
WHEREAS , the Company maintains the Plan;
WHEREAS , subject to certain limitations, Section 15.1 of the Plan gives the Board the authority to amend the Plan;
WHEREAS , the Board, based upon the recommendation of the Compensation Committee of the Board, which committee has previously been appointed by the Board pursuant to Section 3.1 to administer the Plan (the Committee ), has determined that it is in the best interests of the Company and its subsidiaries, subject to the approval of the Companys stockholders at the Companys 2017 Annual Meeting of Stockholders, (1) to amend the Plan to increase the number of shares of common stock of the Company available under the Plan by an additional 1,400,000 shares from 7,100,000 shares to 8,500,000 shares and (2) to extend the term of the Plan; and
WHEREAS, the Company desires to make the amendment to the Plan described above.
NOW, THEREFORE, the Plan shall be amended effective as of the date hereof as follows:
1. Section 2.43 is amended in its entirety as follows:
Termination Date means the tenth anniversary of the Companys 2017 Annual Meeting of Stockholders on May 10, 2017.
2. The second sentence of Section 4.1 is amended as follows:
The aggregate number of Shares that may be made the subject of Awards or Options granted under the Plan shall not exceed, since its original inception, 8,500,000 shares (which aggregate maximum number of shares shall be comprised of the 7,100,000 shares previously available and an additional 1,400,000 shares that become available as of May 10, 2017), no more than 2,000,000 of which may be granted as Incentive Stock Options.
* * *
Except as expressly amended herein, the Plan remains in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the undersigned has executed this First Amendment to the Plan, to be effective as of May 10, 2017.
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CLOUD PEAK ENERGY INC. |
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By: |
/s/ Bryan J. Pechersky |
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Name: |
Bryan J. Pechersky |
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Title: |
Executive Vice President, General Counsel and Corporate Secretary |