Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - WESTMORELAND COAL Co | c10502exv99w1.htm |
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): December 29, 2010
WESTMORELAND COAL
COMPANY
(Exact name of registrant as
specified in its charter)
| Delaware | 001-11155 | 23-1128670 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 2 North Cascade Avenue, 2nd
Floor, Colorado Springs, CO |
80903 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (719) 442-2600
| (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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
The Board of Directors (“Board”) of Westmoreland Coal Company (the “Company”), upon recommendation of the Board’s Nominating and Corporate Governance Committee, has appointed Gail E. Hamilton, Jan B. Packwood and Robert C. Scharp (collectively, the “Incumbent Directors”) to the Board effective February 1, 2011. These appointments were formally accepted by Ms. Hamilton and Messrs. Packwood and Scharp on December 29, 2010. At this time, the Board has not made any committee assignments for the Incumbent Directors.
Each of the Incumbent Directors will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices, consisting of a $35,000 annual base retainer, $5,000 annual retainer for committee membership on the Audit, Compensation and Benefits, or Nominating and Corporate Governance Committee, $1,000 for each telephonic meeting attended and $1,500 for each in-person meeting attended. Should the Incumbent Directors be elected by the stockholders at the annual meeting in May, they will each be entitled to receive a grant of restricted stock equal to $50,000 in value with a one-year vest.
There are no arrangements or understandings between the Incumbent Directors and any other person pursuant to which they were appointed to serve on the Company’s Board. In addition, the Incumbent Directors have no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits
| Exhibit No. | Description | |
|
99.1
|
Press Release dated January 4, 2011 |
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.
| WESTMORELAND COAL COMPANY | ||||
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Date: January 4, 2011
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By: | /s/ Kevin Paprzycki | ||
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Kevin Paprzycki Chief Financial Officer |
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EXHIBIT INDEX
| Exhibit No. | Description | |
|
99.1
|
Press Release dated January 4, 2011 |