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 9, 2018
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 9, 2018 at the annual meeting of stockholders ( Annual Meeting ) of Cloud Peak Energy Inc. ( Cloud Peak Energy ), the stockholders approved the Second 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. As a result, the Second Amendment became effective on May 9, 2018. The Second Amendment increases the number of shares of common stock available under the Restated 2009 LTIP by an additional 3,000,000 shares.
A copy of the Second 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 Second Amendment and the Restated 2009 LTIP. A description of the material terms of the Restated 2009 LTIP, as amended by the Second Amendment, was included in Cloud Peak Energys definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 26, 2018 (the Proxy Statement ).
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 9, 2018, Cloud Peak Energy held its Annual Meeting, at which the stockholders voted as follows:
· Proposal 1 (Election of Directors) : The stockholders elected Messrs. Marshall and Nance, both current directors, as Class III directors, each to serve until Cloud Peak Energys annual meeting of stockholders in 2021.
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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Colin Marshall |
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50,635,901 |
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1,691,474 |
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60,526 |
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15,330,256 |
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Steven Nance |
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50,302,110 |
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1,997,303 |
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88,488 |
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15,330,256 |
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· 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 2018 fiscal year.
For |
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Against |
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Abstain |
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66,281,642 |
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1,296,241 |
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140,274 |
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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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51,078,542 |
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1,136,749 |
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172,610 |
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15,330,256 |
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· Proposal 4 ( Approval of Share Increase Amendment to Restated 2009 LTIP ): The stockholders approved the Second Amendment to the Restated 2009 LTIP to increase the number of shares authorized for issuance thereunder.
For |
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Against |
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Abstain |
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Broker
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50,683,767 |
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1,511,437 |
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192,697 |
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15,330,256 |
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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.
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 9, 2018 |
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 |
SECOND AMENDMENT TO THE
CLOUD PEAK ENERGY INC. 2009 LONG TERM INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE MARCH 3, 2017)
THIS SECOND AMENDMENT (the Amendment ), dated as of May 9, 2018, to the Cloud Peak Energy Inc. 2009 Long Term Incentive Plan, as amended and restated effective March 3, 2017 and previously amended effective May 10, 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 2018 Annual Meeting of Stockholders, to amend the Plan to increase the number of shares of common stock of the Company available under the Plan by an additional 3,000,000 shares from 8,500,000 shares to 11,500,000 shares; 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. 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, 11,500,000 shares (which aggregate maximum number of shares shall be comprised of the 8,500,000 shares previously available and an additional 3,000,000 shares that become available as of May 9, 2018), 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 Second Amendment to the Plan, to be effective as of May 9, 2018.
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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 |