Arch Coal, Inc. - Recent Material Event

Item  5.02 Departure of Directors or Principal Oficers; Election of Directors; Appointment of Principal Officers" -->
Item 5.02   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
The Board of Directors of Arch Coal, Inc. (the “Company”) has a policy requiring the members to resign from their position on the Board of Directors effective after the Company’s annual meeting immediately following a members 75th birthday. As a result of this policy, on April 28, 2011, Mr. Thomas A. Lockhart retired from the Board of Directors of Arch Coal, Inc. (the “Company”), and on the same date, the Board of Directors decreased the size of the Board of Directors from fourteen to thirteen. Mr. Lockhart served on the Company’s Finance Committee and the Personnel and Compensation Committee.
Item 5.07   Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of Arch Coal, Inc. (the “Company) was held on April 28, 2011. The following proposals were submitted by the Board of Directors to a vote of security holders and the final results of the voting on each proposal is noted below.
Proposal 1 — Election of Directors
The following seven directors were nominated to serve for their respective term expiring at the annual meeting of stockholders in which their respective class expires, or when their successors are otherwise duly elected and qualified. The seven directors, as indicated below, were elected as directors of the Company.
                         
Nominee   For     Withheld     Broker Non-Votes  
James R. Boyd
    122,091,159       1,347,047       17,508,146  
John W. Eaves
    122,439,533       998,673       17,508,146  
David D. Freudenthal
    122,708,074       730,132       17,508,146  
Douglas H. Hunt
    120,350,709       3,087,498       17,508,145  
J. Thomas Jones
    122,694,400       743,806       17,508,146  
A. Michael Perry
    122,469,735       968,472       17,508,145  
Peter I. Wold
    122,719,501       718,705       17,508,146  
Proposal 2 — The Ratification of the Appointment of Ernst & Young, LLP, as Arch Coal, Inc.’s Independent Public Accounting Firm
The stockholders were asked to ratify the appointment of Ernst & Young, LLP, as Arch Coal, Inc.’s independent public accounting firm for the fiscal year ending December 31, 2011. The appointment was approved by the requisite vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below.
         
For   Against   Abstain
139,953,637
  697,666   295,049
Proposal 3 — The Approval of Executive Compensation in an Advisory Vote
The stockholders were asked to approve the executive compensation as disclosed in the Compensation Discussion and Analysis included in the Proxy Statement, and in accordance with the compensation disclosure rules of the SEC. The proposal was approved by the requisite vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below.
             
For   Against   Abstain   Broker Non-Votes
115,689,364   5,691,080   2,057,744   17,508,164

 

 

Proposal 4 — Advisory Vote on Frequency of Say-on-Pay Votes
The stockholders were asked to approve an advisory vote on frequency of say-on-pay votes and the Company recommended that the stockholder vote for a one-year interval for the advisory vote on executive compensation. The advisory vote on frequency of say-on-pay votes was approved for one year by the requisite vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below. Based on the recommendation of the Board of Directors with respect to this proposal and these results, the Company intends to hold an advisory vote on executive compensation annually.
                 
One-Year   Two Years   Three Years   Abstain   Broker Non-Votes
106,635,939   1,326,037   14,937,277   548,931   17,498,168

 

 

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.
         
Dated: May 3, 2011  Arch Coal, Inc.
 
 
  By:   /s/ Robert G. Jones    
    Robert G. Jones   
    Senior Vice President — Law, General Counsel and Secretary