form8-k01112008.htm
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): January 11, 2008 (January 7,
2008)
___________
MASSEY
ENERGY
COMPANY
(Exact
name of registrant as
specified in its charter)
__________
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Delaware
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1-7775
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95-0740960
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(State
or other
jurisdiction
of
incorporation
)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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4
North
4th
Street,
Richmond, Virginia
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23219
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(Address
of
principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number,
including area code: (804) 788-1800
N/A
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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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 Principal Officers; Election of Directors; Appointment
of Principal Officers; Compensatory Arrangements of Certain
Officers.
2008
Bonus Program
On
January 7, 2008, the Chairman of the
Compensation Committee of the Board of Directors of Massey Energy Company
(the
“Company”) approved, as authorized by the Compensation Committee of the Board of
Directors on November 11, 2007 and ratified by the Board of Directors on
November 12, 2007, the criteria selected for specific performance goals under
the 2008 Bonus Program. Those executive officers named in the
Company’s 2007 Proxy Statement (the “Named Executive Officers”) given specific
performance goals include Baxter F. Phillips, Jr., J. Christopher Adkins
and
Eric B. Tolbert. Don L. Blankenship, the Company’s Chief Executive
Officer and President, has a cash incentive award included in a separate
Letter
Agreement between the Company and Mr. Blankenship as disclosed in the Form
8-K
filed on November 19, 2007.
As
disclosed in the Form 8-K filed on November 16, 2007, under the 2008 Bonus
Program, for the majority of participants with specific performance goals,
including all of the Named Executive Officers, 50% of the cash target award
is
tied to specific performance criteria set by the Compensation Committee,
25% is
tied to the achievement of certain levels of earnings before interest and
taxes,
or EBIT, set by the Compensation Committee, and 25% is based on the discretion
of the Compensation Committee. Depending on whether the Company performance
targets and, for those with specifically tailored performance goals, specific
performance criteria targets, are met, or to what degree the targets are
exceeded, and depending on whether the Compensation Committee makes a
discretionary award to a participant, a participant may not receive a cash
award
at all or may receive up to a maximum of two times his or her cash target
award.
Mr. Phillips
has two specific performance goals: (i) average per ton realization and (ii)
general and administrative cost reduction per ton, each constituting 50%
of that
portion of his cash target award attributed to specific
performance. Mr. Adkins has five specific performance goals: (i)
safety performance, (ii) number of underground unit shifts, (iii) management
of
cash cost per ton, (iv) productivity of continuous miners (in terms of feet
per
shift), and (v) productivity of longwalls (in terms of feet of retreat per
longwall per day), each constituting 20% of that portion of his cash target
award attributed to specific performance. Mr. Tolbert has two specific
performance goals: (i) management of liquidity and (ii) earnings after tax,
each
constituting 50% of that portion of his cash target award attributed to specific
performance. The Compensation Committee set low, mid, and high targets for
each
of the foregoing criteria. Generally, the threshold level of the specific
performance goals was set based on a level of performance that was believed
to
be achievable. The target level of the specific performance goals was set
based
on a level of performance that was believed to be aggressive, but obtainable.
The maximum level of the specific performance goals was set based on a level
of
performance that was believed to be realizable upon the actualization of
exceptional performance. In addition, the Compensation Committee may
take into account extraordinary, unusual or infrequently occurring events
and
transactions to adjust the performance goals used to determine whether or
not
the performance goals are met.
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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MASSEY
ENERGY COMPANY
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Date:
January 11, 2008
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By:
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Name:
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Richard
R. Grinnan
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Title:
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Vice
President and Corporate Secretary
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