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): April 19, 2012
Walter Energy, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-13711 |
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13-3429953 |
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(State or other jurisdiction of |
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Commission File No. |
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(I.R.S. Employer Identification No.) |
3000 Riverchase Galleria, Suite 1700
Birmingham, Alabama 35244
(205) 745-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive
offices)
N/A
(Former Name or Former Address, if Changed from 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 Instructions A-2):
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 5.07. Submission of Matters to a Vote of Security Holders
Walter Energy, Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders on April 19, 2012 (the “Annual Meeting”). The Company’s stockholders voted on the following three items disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 16, 2012 (the “Proxy Statement”):
1. The election of ten directors.
2. An advisory vote on executive compensation.
3. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2012.
The final voting results were as follows:
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Number of shares |
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Total shares |
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Common Stock |
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62,471,054 |
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51,188,989 |
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Proposal 1. Each of the director nominees listed below received the following votes.
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Director |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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David R. Beatty |
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21,531,714 |
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21,252,547 |
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8,404,728 |
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Howard L. Clark, Jr. |
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39,436,244 |
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3,348,017 |
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8,404,728 |
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Jerry W. Kolb |
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39,795,249 |
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2,989,012 |
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8,404,728 |
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Patrick A. Kriegshauser |
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39,437,435 |
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3,346,826 |
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8,404,728 |
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Joseph B. Leonard |
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39,844,727 |
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2,939,534 |
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8,404,728 |
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Graham Mascall |
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22,048,329 |
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20,735,932 |
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8,404,728 |
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Bernard G. Rethore |
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39,656,596 |
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3,127,665 |
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8,404,728 |
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Walter J. Scheller, IIII |
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42,287,004 |
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497,257 |
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8,404,728 |
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Michael T. Tokarz |
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31,530,791 |
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11,253,470 |
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8,404,728 |
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A.J. Wagner |
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39,436,025 |
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3,348,236 |
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8,404,728 |
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Each above-named director nominee has been elected to serve on the Company’s Board of Directors until the Company’s 2013 Annual Meeting of Stockholders and until their successors have been duly elected and qualified.
Proposal 2. The stockholders approved, on an advisory basis, the executive compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
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Votes For |
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Votes Against |
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Votes |
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Broker Non-Votes |
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39,426,048 |
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3,270,323 |
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87,890 |
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8,404,728 |
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Proposal 3. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2012.
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Votes For |
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Votes Against |
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Votes |
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Broker Non-Votes |
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50,961,724 |
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138,986 |
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88,279 |
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0 |
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SIGNATURES
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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WALTER ENERGY, INC. |
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Date: April 20, 2012 |
By: |
/s/ Earl Doppelt |
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Earl Doppelt, Senior Vice President |
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General Counsel and Secretary |