Attached files
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| EX-99.1 - EX-99.1 - CLOUD PEAK ENERGY INC. | a11-7285_2ex99d1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 11, 2011
Cloud Peak Energy Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-34547 |
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26-3088162 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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505 S. Gillette Ave. |
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Gillette, WY |
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82716 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(307) 687-6000
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
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))
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Director C. Kevin McArthur Will Not Stand For Re-Election After Current Term
On March 11, 2011, Director C. Kevin McArthur provided notice to the Board of Directors (the “Board”) of Cloud Peak Energy Inc. (“Cloud Peak Energy”) that he will not stand for re-election upon the expiration of his current term at Cloud Peak Energy’s 2011 annual stockholders meetings. Mr. McArthur has served as a Director since January 2010. Mr. McArthur serves as a member of the Nominating and Corporate Governance Committee (the “Governance Committee”) and as Chair of the Health, Safety, Environment and Communities Committee (the “HSEC Committee”) of the Board.
Mr. McArthur currently serves as president, chief executive officer and a director of Tahoe Resources Inc., a precious metals exploration company listed on the Toronto Stock Exchange (TSX: THO). Mr. McArthur has provided his notice to the Board as described above to allow additional time for his responsibilities with Tahoe Resources.
Appointment of James Voorhees as New Independent Director
On March 14, 2011, Cloud Peak Energy announced by press release that, effective March 11, 2011, Mr. James S. Voorhees has been elected to the Board. Mr. Voorhees has been appointed as a member of the Governance Committee and the HSEC Committee. Mr. Voorhees has been elected to Class II and will stand for re-election at Cloud Peak Energy’s 2011 annual stockholders meeting.
Mr. Voorhees is a retired mining executive who served as Chief Operating Officer of Glamis Gold Ltd. from 1999 to 2007. Prior to joining Glamis, Mr. Voorhees held senior management positions with Newmont Mining Corporation. Mr. Voorhees also previously worked in various managerial and engineering capacities for Santa Fe Pacific Gold Corporation, Western Mining Corporation and ARCO Coal Company. Mr. Voorhees holds a B.S. degree in Mining Engineering from the University of Nevada and is a registered professional engineer. Mr. Voorhees also serves on the Boards of Directors of Tahoe Resources Inc. , a precious metals exploration company listed on the Toronto Stock Exchange (TSX: THO), and Trinity Mining Holding A.G., a mining exploration company specializing in gold projects which trades on the Frankfurt Stock Exchange (TKX—Frankfurt ).
Mr. Voorhees will receive the following compensation for his services on the Board and the Committees referenced above, as provided by Cloud Peak Energy’s current compensation program for its independent directors:
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Description |
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Amount |
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Annual Cash Fee for Board Service |
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Payable to the non-employee directors of the Board |
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$65,000 |
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Annual Cash Fee for Committee Members |
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Governance Committee Member |
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$5,000 |
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Grant of Restricted Stock Units |
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Grant of restricted stock units that vest 100% upon |
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Units valued at $65,000(initial grant) |
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Item 7.01 |
Regulation FD Disclosure |
A copy of the press release announcing the appointment of Mr. James Voorhees as a new Cloud Peak Energy Director, as described under Item 5.02, is furnished herewith as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.
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Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits. The following exhibit is being furnished herewith.
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99.1 |
Furnished press release announcing the appointment of Mr. James Voorhees as a new Cloud Peak Energy Director |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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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By: |
/s/ Amy J. Stefonick | ||
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Name: |
Amy J. Stefonick | |
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Title: |
Corporate Secretary | |
Date: March 14, 2011