¨
|
Preliminary
Proxy Statement
|
¨
|
Confidential,
For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
x
|
Definitive
Proxy Statement
|
¨
|
Definitive
Additional Materials
|
¨
|
Soliciting
Material Pursuant to §
240.14a-12
|
x
|
Fee
not required.
|
¨
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and state how
it was determined):
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
(5)
|
Total
fee paid:
|
¨
|
Fee
paid previously with preliminary
materials.
|
¨
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
(1)
|
Amount
Previously Paid:
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
(3)
|
Filing
Party:
|
(4)
|
Date
Filed:
|
|
1.
|
To
vote on four Class I directors nominated by Massey’s Governance and
Nominating Committee to hold office for three years as set forth in this
Proxy Statement, until their respective successors are elected and
qualified, or until their earlier resignation or
removal.
|
2.
|
To
ratify the appointment of Ernst & Young LLP as our independent
registered public accounting firm for the fiscal year ending December 31,
2009.
|
3.
|
To
(i) amend the Massey Energy Company 2006 Stock and Incentive Compensation
Plan (as amended, the 2006 Plan) to (a) increase the number of shares of
Massey Common Stock authorized for issuance under the 2006 Plan by
1,550,000 shares, (b) limit the maximum number of shares available for
awards granted in any form provided for under the 2006 Plan other than
options or stock appreciation rights to no more than 75% of the total
number of issuable shares and (c) revise Section 4.3
of the 2006 Plan to provide that shares of Common Stock subject to an
option or stock appreciation right award under the 2006 Plan may not again
be made available for issuance under the 2006 Plan under the circumstances
set forth in Section 4.3 of the 2006 Plan and to (ii) amend the 2006 Plan
to update, clarify and re-approve the qualifying performance criteria
contained in the 2006 Plan.
|
4.
|
To
act on a stockholder proposal regarding an environmental progress report,
if properly presented at the Annual
Meeting.
|
5.
|
To
act on a stockholder proposal regarding a carbon dioxide emissions report,
if properly presented at the Annual
Meeting.
|
6.
|
To
act on a stockholder proposal regarding expedited disclosure of voting
results, if properly presented at the Annual
Meeting.
|
7.
|
To
transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements
thereof.
|
·
|
The
election of four Class I directors nominated by Massey’s Governance and
Nominating Committee to hold office for three years as set forth in this
Proxy Statement, until their respective successors are elected and
qualified, or until their earlier resignation or
removal;
|
·
|
The
ratification of the appointment of Ernst & Young LLP as our
independent registered public accounting firm for the fiscal year ending
December 31, 2009;
|
·
|
The
amendment of the Massey Energy Company 2006 Stock and Incentive
Compensation Plan (as amended, the 2006 Plan) (i) for purposes of (a)
increasing the number of shares of Massey Common Stock authorized for
issuance under the 2006 Plan by 1,550,000 shares, (b) limiting the maximum
number of shares available for awards granted in any form provided for
under the 2006 Plan other than options or stock appreciation rights to no
more than 75% of the total number of issuable shares and (c) revising Section
4.3 of the 2006 Plan to provide that shares of Common Stock subject to an
option or stock appreciation right award under the 2006 Plan may not again
be made available for issuance under the 2006 Plan under the circumstances
set forth in Section 4.3 of the 2006 Plan and (ii) for the purpose of
amending the 2006 Plan to update, clarify and re-approve the qualifying
performance criteria contained in the 2006
Plan.
|
·
|
The
stockholder proposal regarding an environmental progress report, if
properly presented at the Annual
Meeting;
|
·
|
The
stockholder proposal regarding a carbon dioxide emissions report, if
properly presented at the Annual Meeting;
and
|
·
|
The
stockholder proposal regarding expedited disclosure of voting results, if
properly presented at the Annual
Meeting.
|
·
|
By
mail - Complete, properly sign, date and mail the enclosed proxy
card.
|
·
|
By
Internet - Connect to the Internet at http://www.eproxy.com/mee and follow
the instructions included on the enclosed proxy
card.
|
·
|
By
telephone - Call 1-800-560-1965 and follow the instructions included on
the enclosed proxy card.
|
·
|
Shares
held in our 401(k) Plan for which no direction is provided on a properly
executed, returned and not revoked proxy card will be voted
proportionately in the same manner as those shares held in our 401(k) Plan
for which timely and valid voting instructions are received with respect
to such proposals, and
|
·
|
Shares
held in our 401(k) Plan for which timely and valid voting instructions are
not received will be considered to have been designated to be voted by the
trustee proportionately in the same manner as those shares held in our
401(k) Plan for which timely and valid voting instructions are
received.
|
·
|
all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors or is otherwise
required pursuant to Regulation 14A under the Exchange Act and Rule 14a-11
of the Exchange Act;
|
·
|
such
person’s written consent to being named in the proxy statement as a
nominee and to serving as such a director if elected;
and
|
·
|
an
executed copy of Massey’s director agreement and questionnaire (a copy of
which can be obtained by contacting Massey’s Corporate Secretary at the
address above), along with all information required in connection with
that agreement and the
questionnaire;
|
·
|
a
brief description of the business desired to be brought before the
meeting;
|
·
|
the
text of the proposal or business (including the text of any resolutions
proposed for consideration and in the event that such business includes a
proposal to amend our Bylaws, the language of the proposed amendment);
and
|
·
|
the
reasons for conducting such business at the
meeting.
|
·
|
the
name and address of such stockholder, as it appears on our
books;
|
·
|
the
name and address of any beneficial owner of our Common Stock on whose
behalf the stockholder is putting forward any nominee for director or
other proposal;
|
·
|
representations
that:
|
§
|
the
stockholder is a holder of record of Common Stock and is entitled to vote
at the stockholder meeting;
|
§
|
that
the stockholder intends to appear in person or by proxy at the meeting to
put forward the stockholder’s nominee for election as a director and/or
any other proposal put forward by that stockholder;
and
|
§
|
the
stockholder and each of its affiliates and any other person (and their
affiliates) with a beneficial ownership interest in Common Stock that may
be acting together or in concert with the stockholder with respect to
Massey has complied with the beneficial ownership disclosure obligations
in the Restated Bylaws.
|
·
|
the
name of each individual, firm, corporation, limited liability company,
partnership, trust or other entity with whom the stockholder, any
beneficial owner of Common Stock and any stockholder director nominee, and
their respective affiliates and associates, and each other person with
whom any of them is acting in concert with respect to Massey has any
agreement, arrangement or understanding (whether written or oral) for the
purpose of acquiring, holding, voting or disposing of any Common Stock or
to cooperate in obtaining, changing or influencing the control of Massey,
along with a description of each such agreement, arrangement or
understanding (whether written or oral) (a Covered
Person);
|
·
|
a
list of the class and number of shares of Common Stock that are
beneficially owned or owned of record by any Covered Person, together with
documentary evidence of such record or beneficial ownership of Common
Stock;
|
·
|
a
list of (A) all of the derivative securities (as defined under
Rule 16a-1 under the Exchange Act) and other derivatives or similar
agreements or arrangements with an exercise or conversion privilege or a
periodic or settlement payment or payments or mechanism at a price or in
an amount or amounts related to any security of Massey or with a value
derived or calculated in whole or in part from the value of any security
of Massey, in each case, directly or indirectly owned of record or
beneficially owned by any Covered Person and (B) each other direct or
indirect opportunity of any Covered Person to profit or share in any
profit derived from any increase or decrease in the value of any of
Massey’s securities, in each case, regardless of whether (x) that
interest conveys any voting rights in such security to such Covered
Person, (y) that interest is required to be, or is capable of being,
settled through delivery of such security or (z) that Covered Person
may have entered into other transactions that hedge the economic effect of
such interest (any such interest described in this bullet point being
a Derivative Interest);
|
·
|
a description
of each agreement, arrangement or understanding (whether written or oral)
with the effect or intent of increasing or decreasing the voting power of,
or that contemplates any person voting together with,
any
|
|
Covered
Person with respect to any Common Stock or other voting security of
Massey, the stockholder’s director nominee, or other proposal (Voting
Arrangements);
|
·
|
details
of all other material interests of each Covered Person in such nomination
or proposal or Massey’s capital stock (including any rights to dividends
or performance related fees based on any increase or decrease in the value
of such capital stock or Derivative Interests) (collectively, Other
Interests);
|
·
|
a
description of all economic terms of all such Derivative Interests, Voting
Arrangements and Other Interests and copies of all agreements and other
documents (including but not limited to master agreements, confirmations
and all ancillary documents and the names and details of the
counterparties to, and brokers involved in, all such transactions)
relating to each such Derivative Interest, Voting Arrangement and Other
Interests;
|
·
|
a
list of all transactions by each Covered Person involving any Common Stock
or other voting securities of Massey or any Derivative Interests, Voting
Arrangements or Other Interests within 6 months prior to the date of the
notice;
|
·
|
a
representation whether any Covered Person intends or is part of a group
which intends (a) to deliver a proxy statement and/or form of proxy
to holders of at least the percentage of Massey’s outstanding capital
stock required to approve or adopt the proposal or elect any director
nominated by the stockholder and/or (b) otherwise to solicit or
participate in the solicitation of proxies from Massey’s stockholders in
support of such nomination or proposal;
and
|
·
|
all
other information that, as of the date of delivery of such notice, would
be required to be provided to Massey under the Restated Bylaws by any
Covered Person, regardless of whether such Covered Person has previously
provided such information to
Massey.
|
Name
|
Fees Earned or Paid in Cash(b) | Stock Awards(c) | All Other Compensation(d) | Total | ||||||||||||
James B. Crawford | $ | 118,000 | $ | 106,096 | $ | 2,256 | $ | 226,352 | ||||||||
Robert H. Foglesong | 115,500 | 77,213 | 1,950 | $ | 194,663 | |||||||||||
Richard M. Gabrys | 93,000 | 113,545 | 1,707 | $ | 208,252 | |||||||||||
E. Gordon Gee | 106,000 | 108,620 | 4,641 | $ | 219,261 | |||||||||||
Bobby R. Inman | 127,500 | 108,620 | 5,399 | $ | 241,519 | |||||||||||
Lady Judge(e) | 76,000 | 67,756 | 1,102 | $ | 144,858 | |||||||||||
Dan R. Moore | 140,000 | 108,620 | 3,587 | $ | 252,207 | |||||||||||
Stanley C. Suboleski(f) | 51,000 | 68,046 | 542 | $ | 119,588 |
(a)
|
Messrs.
Blankenship and Phillips do not appear in this table because they are
Massey employees and therefore are not entitled to additional compensation
for their services as directors.
|
(b)
|
Amounts
shown represent director fees (i.e. retainer and meeting fees) earned
during fiscal year 2008 and include any amounts deferred at the election
of the director.
|
(c)
|
Amounts
shown represent the dollar amounts of the expense recognized in 2008 for
financial statement reporting purposes in accordance with Statement of
Financial Accounting Standards No. 123R, “Share-Based Payments” (SFAS
123(R)) (excluding estimates for forfeitures related to service-based
vesting conditions) for restricted stock and restricted unit awards to
non-
|
|
employee
directors, and, accordingly, include amounts from awards granted in and
prior to 2008. These amounts reflect our accounting expense for these
awards, and do not correspond to the actual value that will be recognized
by each of the non-employee directors. The assumptions used in the
calculation of these award amounts are included in Note 12 to the
Consolidated Financial Statements included in our Annual Report on Form
10-K for the year ended December 31, 2008 and incorporated by
reference into this Proxy Statement. The table below provides (i) the
actual cash value of restricted units that vested and were paid in cash
during 2008 and (ii) the aggregate number of restricted stock awards
outstanding as of December 31, 2008 for each of the non-employee
directors.
|
Name
|
Cash
Value of Restricted Units That Vested and Were Paid During
2008
|
Aggregate
Number of Restricted Stock Awards Outstanding at December 31,
2008
|
||||||
James
B. Crawford
|
$ | 18,843 | 8,209 | |||||
Robert
H. Foglesong
|
18,843 | 6,992 | ||||||
Richard
M. Gabrys
|
58,578 | 5,675 | ||||||
E.
Gordon Gee
|
- | 17,538 | ||||||
Bobby
R. Inman
|
- | 20,452 | ||||||
Lady
Judge
|
- | 4,598 | ||||||
Dan
R. Moore
|
- | 13,482 | ||||||
Stanley
C. Suboleski
|
- | 2,836 |
|
(d)
|
Amounts
shown represent dividends paid on restricted stock and life insurance
premiums allocated to each
director.
|
|
(e)
|
Lady
Judge was appointed to the Board of Directors on February 19,
2008.
|
|
(f)
|
Mr.
Suboleski was appointed to the Board of Directors on May 13,
2008.
|
Grant
Date
|
Type
of Grant
|
Shares
Granted
|
Units
Granted
|
Grant
Date Value (a)
|
||||||||||
James
B. Crawford
|
2/18/2008
|
Annual
|
2,009 | $ | 79,998 | |||||||||
Robert
H. Foglesong
|
2/18/2008
|
Annual
|
2,009 | 79,998 | ||||||||||
Richard
M. Gabrys
|
2/18/2008
|
Annual
|
2,009 | 79,998 | ||||||||||
E.
Gordon Gee
|
2/18/2008
|
Annual
|
2,009 | 79,998 | ||||||||||
Bobby
R. Inman
|
2/18/2008
|
Annual
|
2,009 | 79,998 | ||||||||||
Lady
Judge
|
2/19/2008
|
Initial
|
2,662 | 1,790 | 184,001 | |||||||||
2/19/2008
|
Annual
|
1,936 | 80,015 | |||||||||||
Dan
R. Moore
|
2/18/2008
|
Annual
|
2,009 | 79,998 | ||||||||||
Stanley
C. Suboleski
|
5/13/2008
|
Initial
|
1,835 | 1,234 | 183,987 | |||||||||
5/13/2008
|
Annual
|
1,001 |
(b)
|
60,010 |
|
(a)
|
The
amounts shown represent the sum of the number of shares and units
multiplied by the closing stock price on the date of grant, or in the
event that the market was closed on such date, the next preceding trading
day.
|
|
(b)
|
This
amount represents three quarters of the annual grant since Mr. Suboleski
was not on the Board of Directors during the first quarter of
2008.
|
|
(a)
|
provide
assistance to the Board of Directors in fulfilling its oversight
responsibility to the stockholders, potential stockholders and investment
community relating to:
|
·
|
our
accounting, reporting and financial practices, including the integrity of
our financial statements;
|
·
|
our
compliance with legal and regulatory
requirements;
|
·
|
the
independent registered public accounting firm’s qualifications and
independence; and
|
·
|
the
performance of our internal audit function and independent registered
public accounting firm; and
|
|
(b)
|
prepare
the report that SEC rules require to be included in our annual proxy
statement.
|
|
The
Audit Committee’s responsibilities
include:
|
|
(a)
|
direct
responsibility for the appointment, compensation, retention (or
termination) and oversight of the independent registered public accounting
firm engaged by us for the purpose of preparing or issuing audit reports
and related work;
|
|
(b)
|
approving
the audit and non-audit services to be performed by the independent
registered public accounting firm and the fees
related to such work;
|
|
(c)
|
reviewing
with our financial management, internal audit management and independent
registered public accounting
firm matters relating to internal accounting controls, the internal audit
program, our accounting
|
|
practices
and procedures and other matters relating to our financial condition and
the financial condition of our
subsidiaries;
|
|
(d)
|
reviewing
the work of the independent registered public accounting firm that falls
outside the scope of their audit engagement for the purpose of determining
the independence of the independent registered public accounting firm;
and
|
|
(e)
|
reporting
to the Board of Directors periodically any conclusions or recommendations
the committee may have with respect to such
matters.
|
|
(a)
|
review
corporate organizational
structures;
|
(b)
|
maintain
an ongoing review of senior management succession
planning;
|
|
(c)
|
keep
informed about any life threatening or disabling illness of any officer
and recommend to the Board of Directors any steps that should be taken
with respect to such illness;
|
|
(d)
|
review
and approve corporate goals and objectives relevant to the Chief Executive
Officer’s compensation, evaluate the Chief Executive Officer’s performance
in light of those goals and objectives and set the Chief Executive
Officer’s compensation level based on this
evaluation;
|
|
(e)
|
monitor
performance of our officers and group executive
officers;
|
|
(f)
|
make
recommendations concerning compensation
plans;
|
|
(g)
|
recommend
officer title changes;
|
|
(h)
|
recommend
the election of and salaries for officers and group executive officers,
including salary, bonus and incentive awards, and determine and approve
incentive awards for other executives and
managers;
|
|
(i)
|
review
Board of Directors compensation and propose any changes to the Governance
and Nominating Committee;
|
|
(j)
|
function
as the committee that administers our long-term incentive
programs;
|
|
(k)
|
conduct
an evaluation of the committee’s performance and review the adequacy of
its charter and recommend any changes to the Board of
Directors;
|
|
(l)
|
obtain
advice and assistance from outside advisors as the committee deems
appropriate;
|
|
(m)
|
review
and discuss with management the Compensation Discussion and Analysis
included in our proxy statement;
and
|
|
(n)
|
prepare
the annual report on executive compensation to be included in our proxy
statement, as required by the Exchange
Act.
|
Compensation
Committee Interlocks and Insider
Participation
|
|
(a)
|
review
and evaluate our financial policies and investment
strategy;
|
|
(b)
|
review
and evaluate management's plans to manage our exposure to financial
risk;
|
|
(c)
|
recommend
dividend actions to the Board of
Directors;
|
|
(d)
|
recommend
stock issuance or stock repurchase actions to the Board of
Directors;
|
|
(e)
|
monitor
our investment committee's management of the pension fund and other
post-retirement benefit obligations;
and
|
|
(f)
|
review
annual strategic financial plans, including financial measures relating to
incentive plans.
|
|
The
Finance Committee’s responsibilities
include:
|
|
(a)
|
review
our financial policies, including capitalization, liquidity, credit
ratings and financial risk
management;
|
|
(b)
|
review
our financing plans, including financial transactions, credit capacity,
guarantees and credit facilities;
|
|
(c)
|
approve
capital spending and approve operating plan and capital expenditure
projects in excess of $20 million;
|
|
(d)
|
review
and evaluate existing and potential investments, including the financial
soundness of potential mergers, acquisitions and
dispositions.
|
|
(e)
|
review
and discuss with management our most significant financial risks, methods
of risk assessment, risk mitigation strategies and the overall
effectiveness of our guidelines, policies and systems with respect to risk
assessment and management, including policies and procedures for
derivative transactions and insurance
coverage;
|
|
(f)
|
review
and discuss with management our bonding and related collateral
requirements;
|
|
(g)
|
review
our investor relations activities;
|
|
(h)
|
review
and make recommendations concerning dividend policy and dividends to be
declared by the Board of Directors;
|
|
(i)
|
review
and make recommendations to the Board of Directors concerning stock
issuance and stock repurchases;
|
|
(j)
|
review
the strategy, the investment policies, the performance and the adequacy of
funding for our pension and other post-retirement obligations that are
managed by the investment committee;
and
|
|
(k)
|
discuss
with our General Counsel legal matters that may have a material impact on
subject financial transactions.
|
|
(a)
|
seek
out, evaluate and recommend to the Board of Directors qualified nominees
for election as directors;
|
|
(b)
|
seek
to ensure the independence and quality of the Board of
Directors;
|
|
(c)
|
develop
and recommend to the Board of Directors our Corporate Governance
Guidelines and codes of conduct and ethics applicable to
us;
|
|
(d)
|
oversee
the annual evaluation of the Board of Directors;
and
|
|
(e)
|
consider
other matters, including the size and composition of the Board of
Directors and committees, directorship practices and other issues of
corporate governance.
|
|
(a)
|
the
ability of the prospective nominee to represent the interests of our
stockholders;
|
|
(b)
|
the
prospective nominee’s standards of integrity, commitment and independence
of thought and judgment;
|
|
(c)
|
the
prospective nominee’s ability to dedicate sufficient time, energy and
attention to the diligent performance of his or her duties, including the
prospective nominee’s service on other public company
boards;
|
|
(d)
|
the
extent to which the prospective nominee contributes to the range of
talent, skill and expertise appropriate for the Board of Directors;
and
|
|
(e)
|
the
extent to which the prospective nominee helps the Board of Directors
reflect the diversity of our stockholders, employees and
communities.
|
|
(a)
|
review
and make recommendations regarding our policies, programs, position and
strategies in relation to safety, environmental and public policy issues
deemed significant by the committee or which may be referred to the
committee by the Board of Directors or by
management;
|
|
(b)
|
review
and make recommendations regarding safety, environmental, political, and
social trends and issues as they may affect our operations and the
operations of our subsidiaries;
|
|
(c)
|
review
and make recommendations in respect of our general policy regarding
support of business, charitable, educational and political organizations;
and
|
|
(d)
|
review
and make recommendations in respect of our safety, environmental and
public policies and practices.
|
|
The
Safety, Environmental and Public Policy Committee’s responsibilities
include:
|
(a)
|
making
a report to the Board of Directors on a quarterly basis regarding our
compliance with worker safety and environmental compliance rules and
regulations;
|
(b)
|
developing
goals for implementing enhancements to the process utilized to monitor,
count and report environmental incidents and
complaints;
|
(c)
|
determining
the specific content and organization of our environmental compliance
reports to the Board of Directors to reasonably inform the Board of
Directors regarding our compliance with all applicable environmental laws
and regulations, and any other applicable authority regarding
environmental compliance;
|
(d)
|
developing
goals for implementing enhancements to the process utilized to monitor,
count and report mine safety incidents and complaints and near misses with
high potential for injury;
|
(e)
|
determining
the specific content and organization of its mine safety reports to the
Board of Directors to reasonably inform the Board of Directors regarding
our compliance with all applicable mine safety laws and
regulations;
|
(f)
|
reviewing
our safety training programs annually and recommending enhancements as
appropriate;
|
(g)
|
reviewing
our environmental compliance training programs annually and recommending
enhancements as appropriate;
|
(h)
|
reporting
to the Board of Directors annually on the key objectives and progress in
our safety training programs and environmental compliance training
programs;
|
(i)
|
recommending
that the Board of Directors adopt quantitative goals, based on current
technologies, for reducing environmental violations and mine safety
incidents and near misses with a high potential for injury in connection
with our operations;
|
(j)
|
selecting
and retaining one or more independent auditing firms, at least once every
two years, to conduct a comprehensive review and assessment of our
operations as they relate to worker safety and environmental compliance
and preparing and submitting to the Safety, Environmental and Public
Policy Committee a report and
recommendations;
|
(k)
|
reporting
the findings of the auditing firm review and assessment to the Board of
Directors;
|
(l)
|
having
the authority to retain independent, outside consultants to assist the
Safety, Environmental and Public Policy Committee with regard to the
Safety, Environmental and Public Policy Committee’s duties in connection
with our compliance with environmental, worker, and mine safety laws,
rules and regulations; provided that, before retaining any such
consultant, the Safety, Environmental and Public Policy Committee will
make a determination that the consultant is capable of exercising
independent judgment; and
|
(m)
|
consulting
with the Vice President for Best Environmental Practices, the Vice
President for Best Safety Practices (or comparable positions) and the
General Counsel regarding their duty and authority to create, implement
and oversee a system by which corporate employees, suppliers, customers
and advisor professionals can, on a confidential basis and without fear or
reprisal, provide information concerning possible illegal or unethical
conduct regarding our compliance with safety and environmental
issues.
|
Amount
and Nature of Beneficial Ownership
|
||||||||||||||||||
Title
of Class
|
Name
of Beneficial Owner
|
Shares
Beneficially Owned
|
Shares
for which Beneficial Ownership can be Acquired within 60 Days (a)
|
Total
Beneficial Ownership
|
Percent
of Class (b)
|
|||||||||||||
Massey
Energy
|
Class
I Directors
|
|||||||||||||||||
Common
Stock,
|
James
B. Crawford
|
28,051 | - | 28,051 | * | |||||||||||||
$0.625
Par Value
|
E.
Gordon Gee
|
28,191 | - | 28,191 | * | |||||||||||||
Lady
Judge
|
10,528 | - | 10,528 | * | ||||||||||||||
Stanley
C. Suboleski
|
8,766 | - | 8,766 | * | ||||||||||||||
Class
II Directors
|
||||||||||||||||||
Richard
M. Gabrys
|
13,439 | - | 13,439 | * | ||||||||||||||
Dan
R. Moore
|
20,359 | - | 20,359 | * | ||||||||||||||
Baxter
F. Phillips, Jr. (c)(d)
|
105,813 | 91,916 | 197,729 | * | ||||||||||||||
Class
III Directors
|
||||||||||||||||||
Don
L. Blankenship (d)
|
296,935 | 158,333 | 455,268 | * | ||||||||||||||
Robert
H. Foglesong
|
16,023 | - | 16,023 | * | ||||||||||||||
Bobby
R. Inman
|
33,105 | - | 33,105 | * | ||||||||||||||
Officers
|
||||||||||||||||||
J.
Christopher Adkins
|
55,666 | 97,440 | 153,106 | * | ||||||||||||||
Michael
K. Snelling
|
21,669 | 29,363 | 51,032 | * | ||||||||||||||
Eric
B. Tolbert
|
22,123 | 22,031 | 44,154 | * | ||||||||||||||
Directors
and executive officers as
|
||||||||||||||||||
a
group (22 persons)
(e)
|
794,307 | 532,722 | 1,327,029 | 1.55% |
(a)
|
Represents
shares of Common Stock that may be acquired through the exercise of
options within 60 days of March 20,
2009.
|
(b)
|
Calculated
based on shares of Common Stock beneficially owned as of March 20, 2009
plus shares deemed outstanding for which beneficial ownership can be
acquired within 60 days by that individual or group divided by our shares
of Common Stock outstanding as of March 20, 2009, which were 85,484,539.
An asterisk (*) indicates that ownership is less than one percent of
class.
|
(c)
|
Mr.
Phillips owns 79,926 shares directly and is the indirect beneficial owner
of 16,976 shares through Massey’s Coal Salary Deferral and Profit Sharing
Program as of March 16, 2009 and 8,911 shares that are held by his
wife.
|
(d)
|
Messrs.
Blankenship and Phillips are also named executive
officers.
|
(e)
|
Executive
officers included in this number are our current executive officers who
file statements pursuant to Section 16 of the Exchange
Act.
|
Stock
Ownership of Certain Beneficial
Owners
|
Name
and Address of Beneficial Owners
|
Shares
Beneficially
Owned
|
Percent
of Class (a)
|
||||||
BlackRock,
Inc.
40
East 52nd
Street
New
York, NY 10022
|
9,883,386 |
(b)
|
11.56 | % | ||||
State
Street Bank and Trust Company
State
Street Financial Center
One
Lincoln Street
Boston,
MA 02111
|
5,407,227 |
(c)
|
6.33 | % | ||||
Vanguard
Group, Inc.
100
Vanguard Blvd.
Malvern,
PA 19355
|
4,532,164 |
(d)
|
5.30 | % | ||||
Barclays
Global Investors, N.A.
45
Fremont Street
San
Francisco, CA 94105
|
4,285,172 |
(e)
|
5.01 | % |
(a)
|
All
percentages are based on 85,484,539 shares of Common Stock outstanding as
of March 20, 2009.
|
(b)
|
Based
solely on Schedule 13G/A filed by BlackRock, Inc. with the SEC on February
10, 2009 that indicates BlackRock, Inc. is the beneficial owner of
9,883,386 shares, and has shared voting power over 9,883,386 shares and
shared dispositive power over 9,883,386
shares.
|
(c)
|
Based
solely on Schedule 13G filed by State Street Bank and Trust Company with
the SEC on February 13, 2009 that indicates State Street Bank and Trust
Company is the beneficial owner of 5,407,227 shares, and has sole voting
power over 5,407,227 shares and shared dispositive power over 5,407,227
shares.
|
(d)
|
Based
solely on Schedule 13G filed by The Vanguard Group, Inc. with the SEC on
February 13, 2009 that indicates The Vanguard Group, Inc. is the
beneficial owner of 4,532,164 shares, and has the sole voting power over
93,232 shares.
|
(e)
|
Based
solely on Schedule 13G filed jointly by (i) Barclays Global Investors, NA,
(ii) Barclays Global Fund Advisors, (iii) Barclays Global Investors, LTD,
(iv) Barclays Global Investors Japan Limited, (v) Barclays Global
Investors Canada Limited, (vi) Barclays Global Investors Australia Limited
and (vii) Barclays Global Investors (Deutschland) AG (collectively
referred to as Barclays Global) with the SEC on February 5, 2009 that
indicates Barclays Global is the beneficial owner of 4,285,172 shares, and
has sole voting power over 4,285,172 shares and sole dispositive power of
4,285,172 shares.
|
·
|
assessing
the value of the individual and the significance of his contribution to
the organization,,
|
·
|
weighing
the risk such individual may be lured away to or by a competitor and the
difficulty of replacing such
individual,
|
·
|
taking
into consideration an individual’s
experience,
|
·
|
reviewing
the various components of an individual’s current targeted overall
compensation, and
|
·
|
comparing
the various components of targeted overall compensation with other
individuals within Massey.
|
AK
Steel Holding Corporation
Allegheny
Technologies Incorporated
Alpha
Natural Resources, Inc.
AmeriGas
Partners, L.P.
Arch
Coal, Inc.
Carpenter
Technology Corporation
Cliffs
Natural Resources Inc.
|
Commercial
Metals Company
CONSOL
Energy Inc.
El
Paso Corporation
Energy
Transfer Partners, LP
Foundation
Coal Holdings, Inc.
Freeport-McMoran
Copper & Gold Inc.
International
Coal Group, Inc.
|
Nucor
Corporation
Overseas
Shipholding Group, Inc.
Patriot
Coal Corporation
Peabody
Energy Corporation
Quanex
Corporation
Schnitzer
Steel Industries, Inc.
Steel
Dynamics, Inc.
|
·
|
are
engaged in the same or similar industry as Massey, the business of
mining,
|
·
|
have
comparable market capitalization, revenues, assets, number of employees,
geographic presence and complexity,
|
·
|
draw
executive talent from similar labor markets,
and
|
·
|
are
publicly traded.
|
·
|
What
is reasonable fixed pay for a particular
position?
|
·
|
What
is appropriate fixed pay for a particular
individual?
|
·
|
What
is paid in fixed pay to the other named executive
officers?
|
·
|
What
is a reasonable “level” in the Annual Incentive and Long-Term Incentive
Programs (as described below) to place a particular
position?
|
·
|
What
is an appropriate “level” in the Annual Incentive Program and Long-Term
Incentive Program for a particular individual to be
placed?
|
·
|
What
“level” in the Annual Incentive Program and Long-Term Incentive Program
are the other named executive officers
placed?
|
·
|
job
function and responsibilities,
|
·
|
performance
and contribution to us,
|
·
|
years
of experience,
|
·
|
current
salary,
|
·
|
current
participation level in the Annual Incentive and Long-Term Incentive
Programs, and
|
·
|
base
salaries and participation level in the Annual Incentive and Long-Term
Incentive Programs of the other named executive
officers.
|
Name
|
Base
Salary Amount effective January 1, 2008
|
|||
Don
L. Blankenship
|
$
1,000,000
|
|||
Baxter
F. Phillips, Jr.
|
588,000
|
|||
J.
Christopher Adkins
|
378,000
|
|||
Michael
K. Snelling
|
332,000
|
|||
Eric
B. Tolbert
|
228,800
|
|
Threshold Level
|
|
Target Level
|
|
Maximum Level
|
|
2008 Actual,
as adjusted
|
|||||
EBIT
|
|
$140MM
|
|
$190MM
|
|
$230MM
|
|
$383MM
|
|
Threshold Bonus
|
|
Targeted Bonus
|
|
Maximum Bonus
|
|
Actual 2008 Payout
|
|
Don
L. Blankenship
|
|
$450,000
|
|
$900,000
|
|
$2,250,000
|
|
$1,225,440
|
Longwall
Miner
|
Surface
|
|||||||||||||||
Continuous
|
Productivity
|
Mining
|
Environmental
|
|||||||||||||
Miner
|
(Feet
of
|
Productivity
|
Violations
|
NFDL
Rate (a)
|
||||||||||||
Produced
|
Productivity
|
Retreat/
|
(Tons/
|
(Percent
|
(Percent
|
|||||||||||
EBIT
|
Tons
|
(Feet/Shift)
|
Longwall
Day)
|
Manhour)
|
Reduction)
|
Reducton)
|
||||||||||
Name
|
(20%)
|
(20%)
|
(5%)
|
(5%)
|
(5%)
|
(10%)
|
(10%)
|
|||||||||
Don
L. Blankenship
|
Threshold
|
$190
MM
|
40
MM
|
247
|
22.0
|
5.08
|
2%
|
0%
|
||||||||
Target
|
200
MM
|
41
MM
|
250
|
26.0
|
5.13
|
8%
|
1%
|
|||||||||
Maximum
|
230
MM
|
42
MM
|
259
|
31.0
|
5.18
|
10%
|
2%
|
(a)
|
Non-fatal
days lost (NFDL) is calculated as the number of employee work-related
accidents times 200,000 hours, divided by the total employee hours
worked.
|
Diversity
in
|
|||||||||
Membership
|
|||||||||
Name
|
Successorship
|
Retention
|
SG&A
|
Other
|
|||||
(5%)
|
(15%)
|
(5%)
|
|||||||
Don
L. Blankenship
|
Threshold
|
Identify
2 Successors
|
Voluntary
Quits 16%
|
41%
|
1.00%
|
||||
Target
|
Identify
2 Successors
|
Voluntary
Quits 14%
|
45%
|
1.50%
|
|||||
and
have a Plan
|
|||||||||
Maximum
|
Identify
3 Successors
|
Voluntary
Quits 12%
|
48%
|
2.25%
|
|||||
and
have a Plan
|
|
Threshold Bonus
|
|
Targeted Bonus
|
|
Maximum Bonus
|
|
Actual 2008 Payout
|
|
Baxter
F. Phillips, Jr.
|
|
$162,500
|
|
$325,000
|
|
$650,000
|
|
$568,750
|
General and | ||||||
Average Per Ton | Administrative Cost | |||||
Name
|
Realization
|
Reduction
Per Ton
|
||||
(50%)
|
(50%)
|
|||||
Baxter
F. Phillips, Jr.
|
Threshold
|
$53.15
|
0%
|
|||
Target
|
54.15
|
1%
|
||||
|
||||||
Maximum
|
55.00
|
2%
|
||||
|
|
Threshold Bonus
|
|
Targeted Bonus
|
|
Maximum Bonus
|
|
Actual 2008 Payout
|
|||||
J.
Christopher Adkins
|
|
$162,500
|
|
$325,000
|
|
$650,000
|
|
$455,000
|
Longwall
Miner
|
||||||||||||
NFDL
Rate (a)
|
Number
of
|
Management
|
Continuous
Miner
|
Productivity
|
||||||||
(Percent
|
Underground
|
of
Cash Cost
|
Productivity
|
(Feet
of Retreat/
|
||||||||
Name
|
Reduction)
|
Unit
Shifts
|
Per
Ton
|
(Feet/Shift)
|
Longwall
Day)
|
|||||||
(20%)
|
(20%)
|
(20%)
|
(20%)
|
(20%)
|
||||||||
J.
Christopher Adkins
|
Threshold
|
0%
|
25,584
|
$44.44
|
247
|
22.0
|
||||||
Target
|
1%
|
26,084
|
$43.44
|
250
|
26.0
|
|||||||
Maximum
|
2%
|
26,584
|
$42.94
|
259
|
31.0
|
(a)
|
Non-fatal
days lost (NFDL) is calculated as the number of employee work-related
accidents times 200,000 hours, divided by the total employee hours
worked.
|
|
Threshold Bonus
|
|
Targeted Bonus
|
|
Maximum Bonus
|
|
Actual 2008 Payout
|
|
Michael
K. Snelling
|
|
$105,00
|
|
$210,000
|
|
$420,000
|
|
$287,500
|
NFDL
Rate (a)
|
Produced
Tons
|
Surface
Mining
|
Surface
|
|||||||
(Percent
|
(Surface
tons
|
Productivity
|
Ratio
|
|||||||
Name
|
Reduction)
|
Released)
|
(Tons/Manhour)
|
|||||||
(25%)
|
(25%)
|
(25%)
|
(25%)
|
|||||||
Michael
K. Snelling
|
Threshold
|
0%
|
17.9
MM
|
5.08
|
15.58
|
|||||
Target
|
1%
|
18.8
MM
|
5.13
|
15.43
|
||||||
Maximum
|
2%
|
19.3
MM
|
5.18
|
15.28
|
(a)
|
Non-fatal
days lost (NFDL) is calculated as the number of employee work-related
accidents times 200,000 hours, divided by the total employee hours
worked.
|
|
Threshold Bonus
|
|
Targeted Bonus
|
|
Maximum Bonus
|
|
Actual 2008 Payout
|
|
Eric
B. Tolbert
|
|
$35,000
|
|
$70,000
|
|
$140,000
|
|
$105,000
|
Earnings
|
||||||
After
Tax
|
Liquidity
|
|||||
Name
|
(50%)
|
(50%)
|
||||
Eric
B. Tolbert
|
Threshold
|
$62.7
MM
|
$345
MM
|
|||
Target
|
103.7
MM
|
385
MM
|
||||
Maximum
|
136.5
MM
|
400
MM
|
·
|
a
long-term cash incentive award,
|
·
|
a
restricted stock award,
|
·
|
a
restricted unit award, and
|
·
|
a
non-qualified stock option award.
|
|
Threshold Level
|
|
Target Level
|
|
Maximum Level
|
|
2006-2008 Actual,
as adjusted
|
|
EBT
|
|
$312.7MM
|
|
$781.8MM
|
|
$1,250.8MM
|
|
$536.8MM
|
Name
|
Total
Targeted 2008 LTIP Award (a)
|
|||
Don
L. Blankenship
|
$
1,244,870
|
|||
Baxter
F. Phillips, Jr.
|
500,000
|
|||
J.
Christopher Adkins
|
500,000
|
|||
Michael
K. Snelling
|
300,000
|
|||
Eric
B. Tolbert
|
250,000
|
(a)
|
These
amounts are based upon the target value of the long-term incentive cash
award, the restricted stock and restricted unit value on the date of the
grant and the Black-Scholes value of the stock options on the date of
grant.
|
2008
LTIP Grants
|
||||||||||||||||||||||||
Cash
|
Restricted
|
Restricted
|
Stock
and
|
Stock
|
Black-Sholes
|
|||||||||||||||||||
Target
|
Stock
|
Units
|
Unit
Value (a)
|
Options
|
Value
(a)
|
|||||||||||||||||||
($)
|
(#) | (#) |
($)
|
(#) |
($)
|
|||||||||||||||||||
Don
L. Blankenship
|
$ | 300,000 | 12,700 | 7,300 | $ | 604,800 | 50,000 | $ | 340,070 | |||||||||||||||
Baxter
F. Phillips, Jr.(b)
|
- | 7,899 | 5,050 | 375,000 | 10,204 | 125,000 | ||||||||||||||||||
J.
Christopher Adkins
|
125,000 | 5,266 | 3,367 | 250,000 | 10,204 | 125,000 | ||||||||||||||||||
Michael
K. Snelling
|
75,000 | 3,160 | 2,020 | 150,000 | 6,122 | 75,000 | ||||||||||||||||||
Eric
B. Tolbert
|
62,500 | 2,633 | 1,683 | 125,000 | 5,102 | 62,500 |
(a)
|
The
stock and unit value are based on the value on the date of grant and the
Black-Scholes value is based on the value of the stock options on the date
of grant.
|
(b)
|
Mr.
Phillips elected to receive the value of his cash target award in
additional shares of restricted stock and
units.
|
·
|
the
desire to retain Mr. Blankenship’s services based on his proven
leadership,
|
·
|
Mr.
Blankenship’s past accomplishments at
Massey,
|
·
|
Mr.
Blankenship’s vision and plan for our future
prospects,
|
·
|
Mr.
Blankenship’s vast knowledge and understanding of coal mining in Central
Appalachia,
|
·
|
Mr.
Blankenship’s wealth of experience,
|
·
|
the
competitive environment for Mr. Blankenship’s
services,
|
·
|
the
past agreements Mr. Blankenship negotiated with our predecessor,
and
|
·
|
the
Compensation Committee’s belief that Mr. Blankenship is uniquely qualified
and positioned to successfully address the current challenges and
opportunities facing us at the present
time.
|
Base
Salary
|
Incentive
Award
|
LTIP
Value at Date of Grant (a)
|
Performance
Based Stock Unit Award (b)
|
Performance
Based Incentive Unit Award (c)
|
Additional
Stock Option Award (d)
|
Retention
Cash Award
|
Split
Dollar Life Insurance Policy Premiums
|
|||||||||||||||||||||||
$ | 1,000,000 | $ | 1,225,440 | $ | 1,244,870 | $ | 2,058,585 | $ | 2,516,780 | $ | 1,360,280 | $ | 300,000 | $ | 13,500 |
(a)
|
This amount
represents the grant date fair market value of the 2008 LTIP awards
($300,000 cash target award, 50,000 stock options, 12,700 restricted
shares and 7,300 restricted units). The 50,000 stock options vest annually
in one third increments and must be exercised in the first twenty days
exercise is permissible pursuant to our trading window policy and
applicable securities laws, otherwise they are
forfeited.
|
(b)
|
Of
the 190,000 units awarded, 149,281 units were earned based upon meeting
certain levels of performance as set forth pursuant to the 2008-2009
Letter Agreement. The value of this award was calculated by multiplying
the number of units earned by the closing price Massey stock on December
31, 2008 which was $13.79.
|
(c)
|
Of
the 290,000 units awarded, 182,508 units were earned based upon meeting
certain levels of performance as set forth pursuant to the 2008-2009
Letter Agreement. The value of this award was calculated by multiplying
the number of units earned by the closing price of Massey stock on
December 31, 2008 which was $13.79.
|
(d)
|
The
amount represents the grant date fair market value of the Additional Stock
Option Award of 200,000 options. The 200,000 stock options vested on
December 30, 2008 and must be exercised in the first twenty days exercise
is permissible pursuant to our trading window policy and applicable
securities laws, otherwise they are
forfeited.
|
·
|
the
desire to retain Mr. Phillips’ services based on his proven leadership at
Massey,
|
·
|
Mr.
Phillips’ past accomplishments at
Massey,
|
·
|
Mr.
Phillips’ knowledge, experience and understanding of coal mining in
Central Appalachia,
|
·
|
the
existence of a competing offer made to Mr. Phillips for alternative
employment from one of our competitors,
and
|
·
|
the
Compensation Committee’s belief that Mr. Phillips plays a critical role in
helping management successfully address the current challenges and
opportunities facing us at the present
time.
|
·
|
the
desire to retain Mr. Adkins’ services based on his proven leadership at
Massey,
|
·
|
Mr.
Adkins’ past accomplishments at
Massey,
|
·
|
Mr.
Adkins’ knowledge, experience and understanding of coal mining in Central
Appalachia, and
|
·
|
the
Compensation Committee’s belief that Mr. Adkins plays a critical role in
helping management successfully address the current challenges and
opportunities facing us at the present
time.
|
·
|
the
desire to retain Mr. Snelling’s services based on his proven leadership at
Massey,
|
·
|
Mr.
Snelling’s past accomplishments at
Massey,
|
·
|
Mr.
Snelling’s knowledge, experience and understanding of coal mining in
Central Appalachia,
|
·
|
the
existence of a competing offer made to Mr. Snelling for alternative
employment from one of our competitors,
and
|
·
|
the
Compensation Committee’s belief that Mr. Snelling plays a critical role in
helping management successfully address the current challenges and
opportunities facing us at the present
time.
|
·
|
Health
and dental insurance (portion of
costs);
|
·
|
Basic
life insurance;
|
·
|
Long-term
disability insurance; and
|
·
|
Participation
in Massey’s 401(k) plan, including company
matching.
|
March 24, 2009 | James B. Crawford | Robert H. Foglesong | Bobby R. Inman | Dan R. Moore |
SUMMARY
COMPENSATION TABLE
|
||||||||||||||||||||||||||||||||||
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan Compensation
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
|
All
Other Compensation
|
Total
|
|||||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(c)
|
(d)
|
(e)
|
(f)
|
||||||||||||||||||||||||||||
Name
and Position
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||||||||||||||||
D.
L. Blankenship
|
2008
|
1,000,000 | 300,000 | 446,164 | 2,309,562 | 6,022,447 | 691,415 | 457,129 | 11,226,717 | |||||||||||||||||||||||||
Chairman
and CEO
|
2007
|
1,000,000 | 300,000 | 838,129 | 2,035,146 | 5,257,576 | 111,794 | 386,480 | 9,929,125 | |||||||||||||||||||||||||
2006
|
1,000,000 | 300,000 | 308,300 | 2,626,137 | 514,054 | 322,640 | 257,291 | 5,328,422 | ||||||||||||||||||||||||||
B.F.
Phillips, Jr.
|
2008
|
598,798 | 762,500 | 342,989 | 1,351,822 | 510,914 | 1,392,718 | 71,691 | 5,031,432 | |||||||||||||||||||||||||
President
|
2007
|
560,000 | 120,000 | 428,700 | 528,377 | 250,294 | 467,864 | 63,978 | 2,419,213 | |||||||||||||||||||||||||
2006
|
550,000 | 125,000 | 297,725 | 481,492 | 83,417 | 549,789 | 49,649 | 2,137,072 | ||||||||||||||||||||||||||
J.C.
Adkins
|
2008
|
378,015 | 312,500 | 282,780 | 244,431 | 397,165 | 98,471 | 32,864 | 1,746,226 | |||||||||||||||||||||||||
Senior
VP and
|
2007
|
360,000 | 270,000 | 401,941 | 234,696 | 266,771 | 4,363 | 234,067 | 1,771,838 | |||||||||||||||||||||||||
Chief
Operating Officer
|
2006
|
309,474 | 275,000 | 150,216 | 149,887 | 141,811 | 34,722 | 36,917 | 1,098,027 | |||||||||||||||||||||||||
M.
K. Snelling (g)
|
2008
|
332,013 | 175,000 | 248,746 | 137,793 | 324,067 | 6,346 | 30,884 | 1,254,849 | |||||||||||||||||||||||||
VP
- Surface Mines
|
2007
|
320,000 | 225,000 | 341,146 | 124,871 | 165,912 | 1,565 | 22,344 | 1,200,838 | |||||||||||||||||||||||||
E.B.
Tolbert
|
2008
|
232,127 | - | 76,197 | 117,641 | 154,254 | 46,497 | 19,065 | 645,781 | |||||||||||||||||||||||||
Vice
President and
|
2007
|
220,000 | 30,000 | 121,218 | 108,956 | 95,959 | 6,359 | 11,499 | 593,991 | |||||||||||||||||||||||||
Chief
Financial Officer
|
2006
|
189,507 | 21,000 | 35,409 | 68,074 | 80,334 | 15,890 | 18,487 | 428,701 |
(a)
|
Salary
amounts include cash compensation earned by each named executive officer,
as well as any amounts earned, but contributed under our 401(k) Plan
and/or deferred at the election of the named executive officer under our
deferred compensation program. For a discussion of the deferred
compensation program and amounts deferred by the named executive officers,
including earnings on amounts deferred, please see “Nonqualified Deferred
Compensation” starting on page 59 of this Proxy
Statement.
|
(b)
|
Bonus
amounts shown include the discretionary portion of the annual cash bonus
award earned by each named executive officer and retention bonuses awarded
to each named executive officer, if any. For a discussion concerning the
annual cash bonus awards and the retention bonus awards, please see
“Compensation Discussion and Analysis” beginning on page 20 of this Proxy
Statement.
|
(c)
|
The
amounts included are the dollar amounts of the expense recognized by us
for financial statement reporting purposes in accordance with SFAS 123(R)
(excluding estimates for forfeitures related to service-based vesting
conditions) and, accordingly, include amounts from awards granted in and
prior to the year in which it is reported. These amounts reflect our
accounting expense for these awards, and do not correspond to the actual
cash value that will be recognized by each of the named executive officers
when received. Assumptions used in the calculation of these award amounts
are included in Note 12 to the Consolidated Financial Statements included
in our Annual Report on Form 10-K for the year ended December 31,
2008 and incorporated by reference into this Proxy Statement. The actual
value of the restricted stock units that vested and were paid in cash to
each of the named executive officers during 2006 are as follows: Mr.
Blankenship - $151,063; Mr. Tolbert - $36,725; Mr. Phillips - $72,256; and
Mr. Adkins - $77,735. The actual value of the restricted stock units that
vested and were paid in cash to each of the named executive officers
during 2007 are as follows: Mr. Blankenship - $203,904; Mr. Phillips -
$124,792; Mr. Adkins - $115,114; Mr. Snelling - $74,333; and Mr. Tolbert -
$35,287. The actual value of the restricted stock units that vested and
were paid in cash to each of the named executive officers during 2008 are
as follows: Mr. Blankenship - $265,782; Mr. Phillips - $111,526; Mr.
Adkins - $160,198; Mr. Snelling - $118,566; and Mr. Tolbert - $38,999.
Information on individual equity awards granted to the named executive
officers is set forth in the section entitled “Grants of Plan Based
Awards” on page 50 of this Proxy Statement. Information on actual cash
pay-outs on the vesting of restricted stock units is set forth in the
section entitled “Option Exercises and Stock Vested” on page 57 of this
Proxy Statement.
|
(d)
|
The
amounts included for 2006 reflect cash awards to the named executive
officers based on performance under our annual incentive plan for 2006 and
under our long-term incentive plan for the 2004 through 2006 fiscal year
performance period. For Mr. Blankenship, the 2006 amount includes $213,750
for the performance-based portion of his incentive bonus award
contained
|
|
in
the 2006 Letter Agreement and $300,304 for his LTIP payment. For each of
the other named executive officers in 2006, the amounts represent their
individual LTIP cash payment since there were no payouts for the
performance components of their annual cash bonuses. The amounts included
for 2007 reflect cash awards to the named executive officers based on
performance under
our annual incentive plan for 2007 and under our long-term incentive plan
for the 2005 through 2007 fiscal year performance period. For Mr.
Blankenship also includes the Performance Based Stock Unit Award and the
Performance Based Incentive Unit Award earned during 2007 in accordance
with his 2007 Letter Agreement. Mr. Blankenship’s 2007 amount includes
$739,339 for the performance-based portion of his incentive bonus award
contained in the 2007 Letter Agreement, $262,607 for his LTIP payment,
$4,201,004 for his Performance Based Stock Unit Award and $54,626 for his
Performance Based Incentive Unit Award. For each of the other named
executive officers, the 2007 amounts represent LTIP cash payments in the
amounts of $106,294, $146,294, $50,021, $50,021, and $0 for Messrs.
Phillips, Adkins, Snelling, Tolbert and Short, respectively, and the
performance component of the annual cash bonus in the amounts of $144,000,
$120,477, $115,891, $45,938, and $0 for Messrs. Phillips, Adkins,
Snelling, Tolbert and Short, respectively. The amounts included for 2008
reflect cash awards to the named executive officers based on performance
under our Annual Incentive Plan for 2008 and under our Long-Term Incentive
Plan for the 2006 through 2008 fiscal year performance period. For Mr.
Blankenship also includes the Performance Based Stock Unit Award and the
Performance Based Incentive Unit Award earned during 2008 in accordance
with his 2008-2009 Letter Agreement. Mr. Blankenship’s 2008 amount
includes $1,225,440 for the performance-based portion of his incentive
bonus award contained in the 2008-2009 Letter Agreement, $221,642 for his
LTIP payment, $2,058,585 for his Performance Based Stock Unit Award and
$2,516,780 for his Performance Based Incentive Unit Award. For each of the
other named executive officers, the 2008 amounts represent LTIP cash
payments in the amounts of $104,664, $104,664, $61,567, and $49,254 for
Messrs. Phillips, Adkins, Snelling, and Tolbert, respectively, and the
performance component of the annual cash bonus in the amounts of $406,250,
$292,500, $262,500, and $105,000 for Messrs. Phillips, Adkins, Snelling,
and Tolbert respectively. The Compensation Discussion and
Analysis portion of this Proxy Statement discusses these awards generally
in the section entitled “Annual Incentive Program” beginning on page 24 of
this Proxy Statement and in the section entitled “Long-Term Incentive
Program” beginning on page 31 of this Proxy
Statement.
|
(e)
|
The
amounts included represent the actuarial increase in the present value of
the named executive officers’ benefits under all of our pension plans
determined using interest rate and mortality rate assumptions consistent
with those used in our financial statements. For additional information on
our pension plans, please see “Compensation Discussion and Analysis”
beginning on page 20 of this Proxy Statement and the tables entitled
“Pension Benefits” on page 58 of this Proxy Statement and “Nonqualified
Deferred Compensation” on page 59 of this Proxy Statement. For a full
description of the pension plan assumptions used by us for financial
reporting purposes, see Note 5 to our Consolidated Financial Statements
which is included in our Annual Report on Form 10-K for the year ended
December 31, 2008 and incorporated by reference into this Proxy
Statement.
|
(f)
|
The
amount shown in the table below represents the dollar amounts and
description of perquisites and other personal benefits provided to the
named executive officers during fiscal year 2008. The amount shown in the
perquisite column represents the imputed tax benefit of the personal use
of company cars, the cost of company provided auto insurance, and personal
use of company aircraft. Mr. Blankenship’s perquisite amount includes
personal use of company aircraft determined on an incremental cost basis
in the amount of $73,684 for 2006, $184,206 for 2007, and $198,890 for
2008, the cost of company provided housing and related maintenance
services in the amount of $152,642, the cost of tax preparation services,
the personal use of company cars and the cost of company provided auto
insurance.
|
Dividends
on Restricted Stock
|
Company
Match - Qualified and Non-Qualified 401(k) Plans
|
Tax
Gross-Ups
|
Group
Term Life and Split Dollar Premiums
|
Perquisites
|
Total
|
|||||||||||||||||||
Don
L. Blankenship
|
$ | 10,570 | $ | 4,650 | $ | 17,933 | $ | 32,062 | $ | 391,914 | $ | 457,129 | ||||||||||||
Baxter
F. Phillips, Jr.
|
5,687 | 38,763 | 3,163 | 11,397 | 12,681 | 71,691 | ||||||||||||||||||
J.
Christopher Adkins
|
4,269 | 23,861 | - | 1,074 | 3,660 | 32,864 | ||||||||||||||||||
Michael
K. Snelling
|
2,755 | 21,688 | - | 2,152 | 4,290 | 30,884 | ||||||||||||||||||
Eric
B. Tolbert
|
1,753 | 10,743 | - | 637 | 5,933 | 19,065 |
(g)
|
Mr.
Snelling was not a named executive officer for the year ended December 31,
2006 and, therefore, only his compensation for fiscal years 2007 and 2008
are included in the table.
|
·
|
a
base salary of $83,333 per month or approximately $1,000,000 in the
aggregate;
|
·
|
a
target cash incentive award of $900,000 for 2008 and a target cash
incentive award of $900,000 for
2009
|
|
based
on the achievement during fiscal years 2008 and 2009 of minimum, middle
and maximum targets of the following performance
criteria:
|
Criteria
|
Percent of Total Award
|
|
Earnings
before interest and taxes
|
20%
|
|
Produced
tons
|
20%
|
|
Productivity
of continuous miner in terms of feet per shift
|
5%
|
|
Productivity
of longwall miner in terms of feet of retreat per longwall per
day
|
5%
|
|
Surface
mining productivity in terms of tons per manhour
|
5%
|
|
Environmental
violations reduction
|
10%
|
|
Non-fatal days lost
(calculated as the number of employee work-related accidents times 200,000
hours, divided by the total employee hours worked)
|
10%
|
|
Successorship
development for key executive positions
|
5%
|
|
Employee
retention
|
15%
|
|
Diversity
in employee membership
|
5%
|
|
Total
|
100%
|
·
|
a
long-term incentive award, subject to the terms, conditions and vesting of
performance and service-based requirements of the November 13, 2007 LTIP
awards to the other named executive officers that consisted of the
following:
|
·
|
a
$300,000 target cash incentive
award,
|
·
|
a
non-qualified stock option exercisable for 50,000 shares granted on
November 13, 2007, with a grant date price of $30.24 (the closing price of
Common Stock on the NYSE on November 13, 2007) that must be exercised by
Mr. Blankenship in the first 20 days exercise is permissible pursuant to
our trading window policy and applicable securities laws following
vesting, otherwise such options are automatically forfeited,
and
|
·
|
12,700
shares of restricted stock and 7,300 restricted stock
units.
|
·
|
two
performance-based restricted unit awards, one for a total of 120,000 units
(assuming the achievement of Level 1 targeted performance for all the
performance objectives) and the other for a total of 70,000 units
(assuming the achievement of Level 2 targeted performance for all the
performance objectives), which will vest, in whole or in part, based on
the achievement of the following performance objectives set by the
Compensation Committee for fiscal year 2008: earnings before interest and
taxes, produced tons sold, reduction in non-fatal days lost,
and productivity by mining type (e.g. continuous miners,
longwalls and surface);
|
·
|
two
performance-based cash incentive awards, one for a total of 90,000 units
(assuming the achievement of Level 3 targeted performance for all the
performance objectives) and one for a total of 200,000 units (assuming the
achievement of Level 4 targeted performance for all the performance
objectives) which will be earned, in whole or in part, based on the
achievement of the following performance objectives set by the
Compensation Committee for fiscal year 2008: earnings before interest and
taxes, produced tons sold, reduction in non-fatal days lost, and
productivity by mining type (e.g. continuous miners, longwalls and
surface), and will be equal to the number of earned units times the
closing market price of Common Stock on the NYSE on the last trading day
of 2008;
|
·
|
an
additional stock option award of 200,000 non-qualified stock options
granted on November 13, 2007 with a grant date price of $30.24 (the
closing price of Common Stock on the NYSE on November 13, 2007) with
service-based vesting on December 30, 2008, that must be exercised by Mr.
Blankenship in the first twenty days permissible pursuant to our trading
window policy and applicable securities laws following vesting, otherwise
such options are automatically
forfeited;
|
·
|
a
retention cash bonus award of $300,000 if Mr. Blankenship is employed
through December 30, 2008; and
|
·
|
the
premium payments on split dollar life insurance policies owned by us with
death benefit endorsements payable
to Mr. Blankenship, his estate or designated beneficiaries, totaling
$4,000,000.
|
·
|
base
salary at an annual rate of $650,000, which may be increased if determined
by the Board of Directors to be appropriate in accordance with our
customary procedures and practices regarding the salaries of senior
executives;
|
·
|
annual
cash bonus award with a target amount equal to no less than 60%, 70% and
80% of his base salary for the 2009, 2010 and 2011 fiscal years,
respectively, subject to the terms and conditions set forth by the
Compensation Committee for such fiscal
year;
|
·
|
a
one-time award of 18,000 shares of restricted stock and 11,340 restricted
units, the restrictions on one third of each grant lapsing on
November 10, 2009, one third lapsing on November 10, 2010 and
the remaining third lapsing on November 1,
2011;
|
·
|
75,000
non-qualified stock options with a grant date price of $19.50 (the closing
price of Common Stock on the NYSE on the grant date), that become fully
vested and exercisable in three installments on November 10, 2009,
November 10, 2010 and November 1,
2011;
|
·
|
an
annual retention cash award of $200,000 to be paid on each July 31, 2009,
July 31, 2010 and July 31, 2011, provided Mr. Phillips remains continually
employed by us through each of the respective payment
dates;
|
·
|
pension
credit for the annual salary, annual cash bonus awards and long-term cash
incentive bonus, paid (or in the event of an Involuntary Termination
Associated With a Change in Control, amounts or targets that otherwise
would have been paid (as defined in the Employment and Change in Control
Agreement)) to Mr. Phillips pursuant to the Employment and Change in
Control Agreement in accordance with and subject to the terms set forth
therein; and
|
·
|
life
insurance, director and officer insurance, medical and other standard
benefits and perquisites provided to senior executives from time to
time.
|
·
|
a
minimum base salary of $378,000 effective January 1, 2008 (adjusted to
$450,000 effective January 1, 2009), subject to increase by the Board of
Directors as it deems appropriate;
|
·
|
an
annual cash bonus award, subject to the terms and conditions set forth by
the Compensation Committee, with a target amount equal to $325,000 for the
2008 fiscal year, $350,000 for the 2009 fiscal year, and
$375,000 for the 2010 fiscal year or any subsequent fiscal
year;
|
·
|
an
annual discretionary bonus in an amount not to exceed $22,000 to be paid
at the discretion of the Chief Executive Officer and
President;
|
·
|
an
annual award under the LTIP and the 2006 Plan consistent with other
executives at Mr. Adkins’ level with a target award value of not less than
$500,000, subject to the terms and conditions set forth (including
increases) by the Compensation Committee as it deems
appropriate;
|
·
|
an
annual retention cash award of $150,000 to be paid on each of January 1,
2008, 2009, and 2010 provided Mr. Adkins remains continuously employed by
us through each of the respective payment dates;
and
|
·
|
life
insurance, D&O insurance, medical and other standard benefits and
perquisites provided to senior executives from time to
time.
|
·
|
a
minimum base salary of $332,000 effective January 1, 2008 (adjusted to
$340,000 effective January 1, 2009), subject to increase by the Board of
Directors as it deems appropriate;
|
·
|
an
annual cash bonus award with a target amount equal to $185,000 for each of
the 2007, 2008 and 2009 fiscal years, which amount may be increased at the
discretion of the Compensation Committee (which it did for 2008 to
$210,000) and each annual bonus is subject to the terms and conditions set
forth by the Compensation Committee for such fiscal
year;
|
·
|
a
retention cash award of $150,000 payable on each January 1, 2007, 2008 and
2009 so long as Mr.Snelling has been continuously employed by us through
each such date, respectively:
|
·
|
an
annual award under the LTIP and the 2006 Plan consistent with other
executives at Mr. Snelling’s level;
and
|
·
|
life
insurance, D&O insurance, medical and other standard benefits and
perquisites provided to senior executives from time to
time.
|
·
|
Mr.
Snelling’s remaining base salary at the rate in effect in effect on his
termination date to the end of the term, but in no event will the
aggregate amount of such payments exceed 2.5 times Mr. Snelling’s base pay
rate in effect as of the termination
date;
|
·
|
a
lump sum cash payment equal to Mr. Snelling’s Retention Cash Awards (as
defined in the Snelling Employment Agreement) that are unpaid as of the
termination date;
|
·
|
a
lump sum cash payment equal to the sum of (A) any earned annual cash bonus
award for fiscal year 2006, 2007 or 2008 that is unpaid prior to Mr.
Snelling’s termination date (determined without regard to any requirement
that Mr. Snelling remain employed until the regular payment date
therefore) and (B) any and all target annual cash bonus awards for each of
fiscal years 2006, 2007, and 2008 that has not ended prior to Mr.
Snelling’s termination date plus five-twelfths of Mr. Snelling’s target
annual cash bonus award for fiscal year
2009;
|
·
|
a
lump sum cash payment equal to the sum of (A) any earned long-term cash
incentive bonus award for a long-term performance period that contains
fiscal year 2006, 2007 or 2008 and that has ended prior to Mr. Snelling’s
termination date that is unpaid as of the termination date (determined
without regard to any requirement that Mr. Snelling remain employed until
the regular payment date therefore) and (B) any and all target long-term
cash incentive bonus awards for each of the long-term performance periods
that contain, as a last year of measurement, fiscal year 2006, 2007, or
2008, that has not ended prior to Mr. Snelling’s termination dated, plus
29/36 of the target amount for the long-term performance period that
contains, as a last year of measurement, fiscal year
2009;
|
·
|
all
outstanding equity-based awards granted to Mr. Snelling prior
to or during the term of the Snelling Employment Agreement, but prior to
the termination date, including but not limited to stock options,
restricted stock
and restricted units, that otherwise would vest during the term of the
Snelling Employment Agreement, will automatically vest on Mr. Snelling’s
termination date; and
|
·
|
from
the day following the termination date to the end of the term, Mr.
Snelling will continue to receive the medical coverage in effect on his
termination date (or generally comparable coverage) for himself and, if
applicable, his spouse and dependents, as if Mr. Snelling has continued
employment during such period or, as an alternative, we may elect to pay
Mr. Snelling is cash in lieu of such coverage in an amount equal to Mr.
Snelling’s reasonable after-tax cost of continuing comparable coverage,
where such coverage may not be continued by us (or where such continuation
would adversely affect the tax status of the plan pursuant to which
coverage is provided).
|
·
|
a
pre-retirement insured death
benefit;
|
·
|
a
retirement benefit of:
|
·
|
a
post-retirement death benefit that may or may not be
insured,
|
·
|
a
lump sum payment at retirement,
|
·
|
a
salary continuation benefit, or
|
·
|
if
permitted by the administrative committee, a joint and survivor insurance
death benefit.
|
GRANTS
OF PLAN-BASED AWARDS
|
|||||||||||||||||||||||||||||||||||||||||
Name
|
Grant
Date
|
Estimated Future Payouts Under Non-Equity
Incentive Plan Awards (a)
|
Estimated
Future Payouts Under Equity Incentive Plan Awards
|
All Other Stock Awards: Number of Shares of
Stock or Units (b)
|
All Other Option Awards: Number of Securities
Underlying Options (c)
|
Exercise or Base Price of Option Awards (d)
|
Grant Date Fair Value of Stock and Options
Awards
(e)
|
||||||||||||||||||||||||||||||||||
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
||||||||||||||||||||||||||||||||||||
($)
|
($)
|
($)
|
(#) | (#) | (#) | (#) | (#) |
($/Sh)
|
$ | ||||||||||||||||||||||||||||||||
D.L.
Blankenship
|
11/10/2008
|
450,000 | 900,000 | 2,250,000 | |||||||||||||||||||||||||||||||||||||
11/10/2008
|
150,000 | 300,000 | 600,000 | ||||||||||||||||||||||||||||||||||||||
11/10/2008
|
50,000 | 19.50 | 432,000 | ||||||||||||||||||||||||||||||||||||||
11/10/2008
|
200,000 | 19.50 | 1,728,000 | ||||||||||||||||||||||||||||||||||||||
11/10/2008
|
12,700 | 247,650 | |||||||||||||||||||||||||||||||||||||||
11/10/2008
|
7,300 | 142,350 | |||||||||||||||||||||||||||||||||||||||
11/10/2008
|
120,000 |
(f)
|
2,340,000 | ||||||||||||||||||||||||||||||||||||||
11/10/2008
|
70,000 |
(g)
|
1,365,000 | ||||||||||||||||||||||||||||||||||||||
11/10/2008
|
90,000 |
(h)
|
1,755,000 | ||||||||||||||||||||||||||||||||||||||
11/10/2008
|
200,000 |
(i)
|
3,900,000 | ||||||||||||||||||||||||||||||||||||||
11/13/2007
|
450,000 | 900,000 | 2,250,000 | ||||||||||||||||||||||||||||||||||||||
11/13/2007
|
150,000 | 300,000 | 600,000 | ||||||||||||||||||||||||||||||||||||||
11/13/2007
|
50,000 | 30.24 | 340,070 | ||||||||||||||||||||||||||||||||||||||
11/13/2007
|
200,000 | 30.24 | 1,360,280 | ||||||||||||||||||||||||||||||||||||||
11/13/2007
|
12,700 | 384,048 | |||||||||||||||||||||||||||||||||||||||
11/13/2007
|
7,300 | 220,752 | |||||||||||||||||||||||||||||||||||||||
11/13/2007
|
120,000 |
(j)
|
3,628,800 | ||||||||||||||||||||||||||||||||||||||
11/13/2007
|
70,000 |
(k)
|
2,116,800 | ||||||||||||||||||||||||||||||||||||||
11/13/2007
|
90,000 | (l) | 2,721,600 | ||||||||||||||||||||||||||||||||||||||
11/13/2007
|
200,000 |
(m)
|
6,048,000 | ||||||||||||||||||||||||||||||||||||||
B.F.
Phillips, Jr.
|
11/10/2008
|
195,000 | 390,000 | 780,000 | |||||||||||||||||||||||||||||||||||||
11/10/2008
|
14,468 | 19.50 | 125,004 | ||||||||||||||||||||||||||||||||||||||
11/10/2008
|
75,000 | 19.50 | 648,000 | ||||||||||||||||||||||||||||||||||||||
11/10/2008
|
11,731 | 228,755 | |||||||||||||||||||||||||||||||||||||||
11/10/2008
|
18,000 | 351,000 | |||||||||||||||||||||||||||||||||||||||
11/10/2008
|
7,500 | 146,250 | |||||||||||||||||||||||||||||||||||||||
11/10/2008
|
11,340 | 221,130 | |||||||||||||||||||||||||||||||||||||||
11/11/2007
|
162,500 | 325,000 | 650,000 | ||||||||||||||||||||||||||||||||||||||
11/12/2007
|
7,899 | 228,755 | |||||||||||||||||||||||||||||||||||||||
11/12/2007
|
5,050 | 146,248 | |||||||||||||||||||||||||||||||||||||||
11/12/2007
|
10,204 | 28.96 | 124,999 |
GRANTS
OF PLAN-BASED AWARDS
|
|||||||||||||||||||||||||||||||||||||||||
Name
|
Grant
Date
|
Estimated Future Payouts Under Non-Equity
Incentive Plan Awards (a)
|
Estimated
Future Payouts Under Equity Incentive Plan Awards
|
All Other Stock Awards: Number of Shares of
Stock or Units (b)
|
All Other Option Awards: Number of Securities
Underlying Options (c)
|
Exercise or Base Price of Option Awards (d)
|
Grant Date Fair Value of Stock and Options
Awards
(e)
|
||||||||||||||||||||||||||||||||||
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
||||||||||||||||||||||||||||||||||||
($)
|
($)
|
($)
|
(#) | (#) | (#) | (#) | (#) |
($/Sh)
|
$ | ||||||||||||||||||||||||||||||||
J.C.
Adkins
|
11/10/2008
|
195,000 | 390,000 | 780,000 | |||||||||||||||||||||||||||||||||||||
11/10/2008
|
62,500 | 125,000 | 250,000 | ||||||||||||||||||||||||||||||||||||||
11/10/2008
|
14,468 | 19.50 | 125,004 | ||||||||||||||||||||||||||||||||||||||
11/10/2008
|
7,821 | 152,510 | |||||||||||||||||||||||||||||||||||||||
11/10/2008
|
5,000 | 97,500 | |||||||||||||||||||||||||||||||||||||||
11/11/2007
|
162,500 | 325,000 | 650,000 | ||||||||||||||||||||||||||||||||||||||
11/12/2007
|
62,500 | 125,000 | 250,000 | ||||||||||||||||||||||||||||||||||||||
11/12/2007
|
5,266 | 152,503 | |||||||||||||||||||||||||||||||||||||||
11/12/2007
|
3,367 | 97,508 | |||||||||||||||||||||||||||||||||||||||
11/12/2007
|
10,204 | 28.96 | 124,999 | ||||||||||||||||||||||||||||||||||||||
M.K.
Snelling
|
11/10/2008
|
105,000 | 210,000 | 420,000 | |||||||||||||||||||||||||||||||||||||
11/10/2008
|
35,000 | 75,000 | 150,000 | ||||||||||||||||||||||||||||||||||||||
11/10/2008
|
8,681 | 19.50 | 75,004 | ||||||||||||||||||||||||||||||||||||||
11/10/2008
|
4,692 | 91,494 | |||||||||||||||||||||||||||||||||||||||
11/10/2008
|
3,000 | 58,500 | |||||||||||||||||||||||||||||||||||||||
11/11/2007
|
105,000 | 210,000 | 420,000 | ||||||||||||||||||||||||||||||||||||||
11/12/2007
|
35,000 | 75,000 | 150,000 | ||||||||||||||||||||||||||||||||||||||
11/12/2007
|
3,160 | 91,514 | |||||||||||||||||||||||||||||||||||||||
11/12/2007
|
2,020 | 58,499 | |||||||||||||||||||||||||||||||||||||||
11/12/2007
|
6,122 | 28.96 | 74,995 | ||||||||||||||||||||||||||||||||||||||
E.B.
Tolbert
|
11/10/2008
|
35,000 | 70,000 | 140,000 | |||||||||||||||||||||||||||||||||||||
11/10/2008
|
31,250 | 62,500 | 125,000 | ||||||||||||||||||||||||||||||||||||||
11/10/2008
|
7,234 | 19.50 | 62,502 | ||||||||||||||||||||||||||||||||||||||
11/10/2008
|
3,910 | 76,245 | |||||||||||||||||||||||||||||||||||||||
11/10/2008
|
2,500 | 48,750 | |||||||||||||||||||||||||||||||||||||||
11/11/2007
|
35,000 | 70,000 | 140,000 | ||||||||||||||||||||||||||||||||||||||
11/12/2007
|
31,250 | 62,500 | 125,000 | ||||||||||||||||||||||||||||||||||||||
11/12/2007
|
2,633 | 76,252 | |||||||||||||||||||||||||||||||||||||||
11/12/2007
|
1,683 | 48,740 | |||||||||||||||||||||||||||||||||||||||
11/12/2007
|
5,102 | 28.96 | 62,500 |
(a)
|
Represents
the 2007 and 2008 annual cash incentive awards for each of the named
executive officers, except for Mr. Blankenship, set by the Compensation
Committee on November 11, 2007 and November 10, 2008, respectively. For
additional information with respect to the annual cash incentive awards
please see “Compensation Discussion and Analysis” beginning on page 20.
Mr. Blankenship’s 2008 incentive cash bonus award was made on November 13,
2007 pursuant to the 2008-2009 Letter Agreement with Don L. Blankenship as
described in our Current Report on Form 8-K filed on November 19, 2007.
Mr. Blankenship’s 2009 incentive cash bonus award was set on February 16,
2009 pursuant to the 2008-2009 Letter Agreement with Don L. Blankenship as
described in our Current Report on Form 8-K filed on November 19, 2007.
The long-term incentive cash awards for each of the named executive
officers, except for Mr. Blankenship, for the fiscal years 2008-2010 (2008
LTIP) and for the fiscal years 2009-2011 (2009 LTIP) were granted by the
Compensation Committee on November 12, 2007 and November 10, 2008,
respectively. For additional information with respect to the long-term
incentive cash awards please see “Compensation Discussion and Analysis”
beginning on page 31 and “Agreements with Named Executive Officers –
2008-2009
|
Letter Agreement with Mr. Blankenship” beginning on page 42. Mr. Blankenship’s long-term incentive cash award for the fiscal years 2008-2010 was granted on November 13, 2007 pursuant to the 2008-2009 Letter Agreement. Mr. Blankenship’s long-term incentive cash award for the fiscal years 2009-2011 was granted on November 10, 2008 pursuant to the 2008-2009 Letter Agreement. | |
(b)
|
Represents
the 2008 and 2009 LTIP awards of restricted stock and restricted units
made to each of the named executive officers, except Mr. Blankenship, on
November 12, 2007, and November 10, 2008, respectively. Mr. Blankenship’s
2008 LTIP awards of restricted stock and restricted units were made
pursuant to the 2008-2009 Letter Agreement on November 13, 2007. Mr.
Blankenship’s 2009 LTIP awards of restricted stock and restricted units
were made pursuant to the 2008-2009 Letter Agreement on November 10, 2008.
Each of the 2008 LTIP awards vest in three equal annual installments on
November 12, 2008, November 12, 2009, and November 12, 2010, except for
Mr. Blankenship whose 2008 LTIP awards vest in three equal installments on
November 13, 2008, November 12, 2009, and November 12, 2010. Each of the
2009 LTIP awards vest in three equal annual installments on November 10,
2009, November 10, 2010, and November 10,
2011. For general information with respect to the LTIP awards, please see
“Compensation Discussion and Analysis” beginning on page 31 of this Proxy
Statement.
|
(c)
|
For
Mr. Blankenship, the 2007 amounts represent (i) options for 50,000 shares
of Common Stock granted pursuant to the 2008-2009 Letter Agreement that
vest in three equal annual installments on November 13, 2008, November 12,
2009, and November 12, 2010, that must be exercised in the first twenty
days exercise is permissible pursuant to our trading window policy and
applicable securities laws following their vesting, otherwise such options
will be automatically forfeited, and (ii) options for 200,000 shares of
Common Stock granted pursuant to the 2008-2009 Letter Agreement that vest
on December 30, 2008, and must be exercised in the first twenty days
exercise is permissible pursuant to our trading window policy and
applicable securities laws, otherwise such options will be automatically
forfeited. For Mr. Blankenship, the 2008 amounts represent (i) options for
50,000 shares of Common Stock granted pursuant to the 2008-2009 Letter
Agreement that vest in three equal annual installments on November 10,
2009, November 10, 2010, and November 10, 2011, that must be exercised in
the first twenty days exercise is permissible pursuant to our trading
window policy and applicable securities laws following their vesting,
otherwise such options will be automatically forfeited, and (ii) options
for 200,000 shares of Common Stock granted pursuant to the 2008-2009
Letter Agreement that vest on December 30, 2009, and must be exercised in
the first twenty days exercise is permissible pursuant to our trading
window policy and applicable securities laws, otherwise such options will
be automatically forfeited. For each of the other named executive
officers, represents options to purchase shares of Common Stock pursuant
to our 2008 and 2009 LTIP. For general information with respect to the
LTIP awards, please see “Compensation Discussion and Analysis” beginning
on page 31 of this Proxy Statement.
|
(d) | Amounts shown represent the closing price of Common Stock on the NYSE on the date of grant. |
(e) | Amounts shown represent the grant date fair value of each equity award computed in accordance with SFAS 123(R). For a full description of the assumptions used by us in computing these amounts, see Note 12 to our Consolidated Financial Statements, which is included in our Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated by reference into this Proxy Statement. The actual value a named executive officer may receive depends on market prices and there can be no assurance that the amounts reflected in the Grant Date Fair Value of Stock and Option Awards column will actually be realized. |
(f)
|
Represents
120,000 performance-based restricted units granted pursuant to the
2008-2009 Letter Agreement that is comprised of a certain number of
restricted units attributed to various types of targeted performance,
vesting only upon their achievement and otherwise forfeited. Based on 2008
performance, Mr. Blankenship earned 96,000 of the 120,000
units.
|
(g)
|
Represents
70,000 performance-based restricted units granted pursuant to the
2008-2009 Letter Agreement and comprised of a certain number of restricted
units attributed to various types of targeted performance, vesting only
upon their achievement and otherwise forfeited. Based on 2008 performance,
Mr. Blankenship earned 53,281 of the 70,000
units.
|
(h)
|
Represents
90,000 performance-based cash incentive units granted pursuant to the
2008-2009 Letter Agreement subject to certain targeted performance
criteria, vesting only upon such achievement and otherwise forfeited. The
actual amount received by Mr. Blankenship is equal to the number of earned
cash incentive units times the closing market price of Common Stock on the
NYSE on the last trading day of 2008. Based on 2008 performance, Mr.
Blankenship earned 62,508 of the 90,000
units.
|
(i)
|
Represents
200,000 performance-based cash incentive units granted pursuant to the
2008-2009 Letter Agreement subject to certain targeted performance
criteria, vesting only upon such achievement and otherwise forfeited. The
actual amount received by Mr. Blankenship, if any, will be equal to the
number of earned cash incentive units times the closing market price of
Common Stock on the NYSE on the last trading day of 2008. Based on 2008
performance, Mr. Blankenship earned 120,000 of the 200,000
units.
|
(j)
|
Represents
120,000 performance-based restricted units granted pursuant to the
2008-2009 Letter Agreement that is comprised of a certain number of
restricted units attributed to various types of targeted performance,
vesting only upon their achievement and otherwise
forfeited.
|
(k)
|
Represents
70,000 performance-based restricted units granted pursuant to the
2008-2009 Letter Agreement and comprised of a certain number of restricted
units attributed to various types of targeted performance, vesting only
upon their achievement and otherwise
forfeited.
|
(l)
|
Represents
90,000 performance-based cash incentive units granted pursuant to the
2008-2009 Letter Agreement subject to certain targeted performance
criteria, vesting only upon such achievement and otherwise forfeited. The
actual amount received by Mr. Blankenship, if any, will be equal to the
number of earned cash incentive units times the closing market price of
Common Stock on the NYSE on the last trading day of
2009.
|
(m)
|
Represents
200,000 performance-based cash incentive units granted pursuant to the
2008-2009 Letter Agreement subject to certain targeted performance
criteria, vesting only upon such achievement and otherwise forfeited. The
actual amount received by Mr. Blankenship, if any, will be equal to the
number of earned cash incentive units times the closing market price of
Common Stock on the NYSE on the last trading day of
2009.
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
||||||||||||||||||||||||||||
Option
Awards
|
Stock
Awards
|
|||||||||||||||||||||||||||
Name
|
Number
of Securities Underlying Unexercised Options
|
Number
of Securities Underlying Unexercised Options
|
Option Exercise Price
(a)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock That Have Not Vested
|
Market
Value of Shares or Units of Stock That Have Not Vested
|
Equity Incentive Plan
Awards: Number of Unearned Shares, Units or Other Rights That Have Not
Vested (b)
|
Equity Incentive Plan
Awards: Market or Payout Value of Unearned Shares, Units or Other Rights
That Have Not Vested (b)
|
||||||||||||||||||||
(#) | (#) | |||||||||||||||||||||||||||
Exercisable
|
Unexercisable
|
($)
|
(#) |
($)
|
(#) |
($)
|
||||||||||||||||||||||
D.L.
Blankenship
|
50,000 |
(c)
|
$20.11 |
10/29/2011
|
||||||||||||||||||||||||
50,000 |
(d)
|
$13.60 |
11/17/2013
|
|||||||||||||||||||||||||
25,000 |
(e)
|
$29.95 |
11/15/2014
|
|||||||||||||||||||||||||
33,333 |
(f)
|
$36.50 |
5/1/2015
|
|||||||||||||||||||||||||
12,500 |
(g)
|
12,500 |
(g)
|
$37.91 |
12/29/2015
|
|||||||||||||||||||||||
16,667 |
(h)
|
16,666 |
(h)
|
$23.82 |
12/27/2016
|
|||||||||||||||||||||||
200,000 |
(i)
|
$30.24 |
11/13/2017
|
|||||||||||||||||||||||||
16,667 |
(j)
|
33,333 |
(j)
|
$30.24 |
11/13/2017
|
|||||||||||||||||||||||
50,000 |
(k)
|
$19.50 |
11/10/2018
|
|||||||||||||||||||||||||
200,000 |
(l)
|
$19.50 |
11/10/2018
|
|||||||||||||||||||||||||
150,000 |
(m)
|
$36.50 |
5/1/2015
|
|
||||||||||||||||||||||||
499 |
(n)
|
6,881
|
||||||||||||||||||||||||||
5,000 |
(g)
|
68,950
|
||||||||||||||||||||||||||
6,666 |
(h)
|
91,924
|
||||||||||||||||||||||||||
13,332 |
(j)
|
183,848
|
||||||||||||||||||||||||||
20,000 |
(k)
|
275,800
|
||||||||||||||||||||||||||
120,000 |
(o)
|
1,654,800
|
||||||||||||||||||||||||||
70,000 |
(o)
|
965,300
|
||||||||||||||||||||||||||
90,000 |
(p)
|
1,241,100 | ||||||||||||||||||||||||||
200,000 |
(p)
|
2,758,000 | ||||||||||||||||||||||||||
B.F.
Phillips, Jr.
|
19,627 |
(e)
|
$29.95 |
11/15/2014
|
||||||||||||||||||||||||
14,721 |
(q)
|
4,906 |
(q)
|
$39.00 |
11/14/2015
|
|||||||||||||||||||||||
50,000 |
(r)
|
$38.33 |
11/15/2015
|
|||||||||||||||||||||||||
4,166 |
(s)
|
4,167 |
(s)
|
$24.73 |
11/12/2016
|
|||||||||||||||||||||||
3,402 |
(t)
|
6,802 |
(t)
|
$28.96 |
11/12/2017
|
|||||||||||||||||||||||
14,468 |
(k)
|
$19.50 |
11/10/2018
|
|||||||||||||||||||||||||
75,000 |
(k)
|
$19.50 |
11/10/2018
|
|||||||||||||||||||||||||
908 |
(q)
|
12,521
|
||||||||||||||||||||||||||
3,370 |
(s)
|
46,472
|
||||||||||||||||||||||||||
8,632 |
(t)
|
119,035
|
||||||||||||||||||||||||||
19,231 |
(k)
|
265,195
|
||||||||||||||||||||||||||
29,340 |
(k)
|
404,599
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
(CONTINUED)
|
||||||||||||||||||||||||
Option
Awards
|
Stock
Awards
|
|||||||||||||||||||||||
Name
|
Number
of Securities Underlying Unexercised Options
|
Number
of Securities Underlying Unexercised Options
|
Option
Exercise
|
Option
Expiration Date
|
Number
of Shares or Units of Stock That Have Not Vested
|
Market
Value of Shares or Units of Stock That Have Not Vested
|
Equity Incentive Plan
Awards: Number of Unearned Shares, Units or Other Rights That Have Not
Vested (b)
|
Equity Incentive Plan
Awards: Market or Payout Value of Unearned Shares, Units or Other Rights
That Have Not Vested (b)
|
||||||||||||||||
(#) | (#) | Price (a) | ||||||||||||||||||||||
Exercisable
|
Unexercisable
|
($)
|
(#) |
($)
|
(#) |
($)
|
||||||||||||||||||
J.C.
Adkins
|
11,527 |
(u)
|
$19.42 |
7/9/2011
|
||||||||||||||||||||
11,545 |
(c)
|
$20.11 |
10/29/2011
|
|||||||||||||||||||||
8,658 |
(v)
|
$5.21 |
10/21/2012
|
|||||||||||||||||||||
19,627 |
(d)
|
$13.60 |
11/17/2013
|
|||||||||||||||||||||
19,627 |
(e)
|
$29.95 |
11/15/2014
|
|||||||||||||||||||||
14,721 |
(q)
|
4,906 |
(q)
|
$39.00 |
11/14/2015
|
|||||||||||||||||||
8,333 |
(s)
|
4,167 |
(s)
|
$24.73 |
11/12/2016
|
|||||||||||||||||||
3,402 |
(t)
|
6,802 |
(t)
|
$28.96 |
11/12/2017
|
|||||||||||||||||||
14,468 |
(k)
|
$19.50 |
11/10/2018
|
|||||||||||||||||||||
908 |
(q)
|
12,521
|
||||||||||||||||||||||
3,260 |
(w)
|
44,955 | ||||||||||||||||||||||
3,370 |
(s)
|
46,472 | ||||||||||||||||||||||
5,754 |
(t)
|
79,348 | ||||||||||||||||||||||
12,821 |
(k)
|
176,802 | ||||||||||||||||||||||
M.K.
Snelling
|
6,927 |
(d)
|
$13.60 |
11/17/2013
|
||||||||||||||||||||
9,236 |
(e)
|
$29.95 |
11/15/2014
|
|||||||||||||||||||||
8,659 |
(q)
|
2,886 |
(q)
|
$39.00 |
11/14/2015
|
|||||||||||||||||||
2,500 |
(s)
|
2,500 |
(s)
|
$24.73 |
11/12/2016
|
|||||||||||||||||||
2,041 |
(t)
|
4,081 |
(t)
|
$28.96 |
11/12/2017
|
|||||||||||||||||||
8,681 |
(k)
|
$19.50 |
11/10/2018
|
|||||||||||||||||||||
533 |
(q)
|
7,350 | ||||||||||||||||||||||
3,260 |
(x)
|
44,955 | ||||||||||||||||||||||
2,022 |
(s)
|
27,883 | ||||||||||||||||||||||
3,452 |
(t)
|
47,603 | ||||||||||||||||||||||
7,692 |
(k)
|
106,073 | ||||||||||||||||||||||
E.B.
Tolbert
|
9,236 |
(e)
|
$29.95 |
11/15/2014
|
||||||||||||||||||||
6,927 |
(q)
|
2,309 |
(q)
|
$39.00 |
11/14/2015
|
|||||||||||||||||||
4,167 |
(s)
|
2,083 |
(s)
|
$24.73 |
11/12/2016
|
|||||||||||||||||||
1,701 |
(t)
|
3,401 |
(t)
|
$28.96 |
11/12/2017
|
|||||||||||||||||||
7,234 |
(k)
|
$19.50 |
11/10/2018
|
|||||||||||||||||||||
427 |
(q)
|
5,888 | ||||||||||||||||||||||
1,685 |
(s)
|
23,236 | ||||||||||||||||||||||
2,877 |
(t)
|
39,674 | ||||||||||||||||||||||
6,410 |
(k)
|
88,394 |
(a)
|
For
options granted prior to August 15, 2006, the exercise price was based on
the average of the highest and lowest price per share at which shares of
Common Stock were sold in the regular way on the NYSE on the date of
grant, or if no shares were traded on such date, on the immediately
preceding date shares were traded. For options granted after August 15,
2006, the exercise price is based on the closing price of Common Stock on
the NYSE on the date of grant or if no shares traded on such date, on the
immediately preceding date shares were
traded.
|
(b)
|
Based
on the closing price of Common Stock on December 31, 2008, the last
trading day of 2008, which was
$13.79.
|
(c)
|
Stock
options that were granted on October 29, 2001 with vesting dates of
October 29, 2002, October 29, 2003, October 29, 2004 and October 29, 2005
that vested at a rate of 25% per
year.
|
(d)
|
Stock
options that were granted on November 17, 2003 with vesting dates of
November 17, 2004, November 17, 2005, November 17, 2006 and November 17,
2007 that vested at a rate of 25% per
year.
|
(e)
|
Stock
options that were granted on November 15, 2004 that vested on November 15,
2008.
|
(f)
|
Stock
options that were granted May 1, 2005 that vested on November 15,
2008.
|
(g)
|
Stock
options, restricted stock and units that were granted on December 29, 2005
with vesting dates of December 30, 2006, November 17, 2007, November 17,
2008 and November 17, 2009 that vest at a rate of 25% per
year.
|
(h)
|
Stock
options, restricted stock and units that were granted on December 27, 2006
with vesting dates of December 30, 2007, November 12, 2008 and November
12, 2009 that vest at a rate of 33 1/3% per
year.
|
(i)
|
Stock
options that were granted on November 13, 2007 that vested on December 30,
2008.
|
(j)
|
Stock
options, restricted stock and units that were granted on November 13, 2007
with vesting dates of November 13, 2008, November 12, 2009, and November
12, 2010 at a rate of 33 1/3% per
year.
|
(k)
|
Stock
options, restricted stock and units that were granted on
November 10, 2008 with vesting dates of November 10, 2009, November 10,
2010 and November 10, 2011 that vest at a rate of 33 1/3 % per
year.
|
(l)
|
Stock
options that were granted on November 10, 2008 that will vest on December
30, 2009.
|
(m)
|
Stock
appreciation rights that were granted on May 1, 2005 that vested on
December 30, 2005.
|
(n)
|
Restricted
stock and units that were granted on December 7, 1999 with vesting dates
of September 10, 2000, September 10, 2001, September 10, 2002, September
10, 2003, September 10, 2004, September 10, 2005, September 10, 2006,
September 10, 2007, September 10, 2008 and September 10, 2009 that vest at
a rate of 10% per year.
|
(o)
|
Restricted
units that were granted on November 10, 2008 that vest December 31, 2009
if specific performance criteria are
met.
|
(p)
|
Performance-based
cash incentive units that were granted on November 10, 2008 that will vest
on December 31, 2009 if specific performance criteria are
met.
|
(q)
|
Stock
options, restricted stock and restricted units that were granted on
November 14, 2005 with vesting dates of November 17, 2006, November 17,
2007, November 17, 2008 and November 17, 2009 that vest at a rate of 25%
per year.
|
(r)
|
Stock
options that were granted on November 15, 2005 that vested on November 1,
2008.
|
(s)
|
Stock
options, restricted stock and units that were granted on November 12, 2006
with vesting dates of November 12, 2007, November 12, 2008 and November
12, 2009 that vest at a rate of 33 1/3% per
year.
|
(t)
|
Stock
options, restricted stock and units that were granted on November 12, 2007
with vesting dates of November 12, 2008, November 12, 2009, and November
12, 2010 at a rate of 33 1/3% per
year.
|
(u)
|
Stock
options that were granted on July 9, 2001 with vesting dates of January
16, 2001, January 16, 2002, January 16, 2003 and January 16, 2004 that
vested at a rate of 25% per year.
|
(v)
|
Stock
options that were granted on October 21, 2002 with vesting dates of
October 29, 2003, October 29, 2004, October 29, 2005 and October 29, 2006
that vested at a rate of 25% per
year.
|
(w)
|
Restricted
stock and units that were granted on May 16, 2006 with vesting dates of
May 16, 2007, May 16, 2008 and May 16, 2009 that vest at a rate of 33 1/3%
per year.
|
(x)
|
Restricted
stock and units that were granted on May 25, 2006 with vesting dates of
May 25, 2007, May 25, 2008 and May 25, 2009 that vest at a rate of 33 1/3%
per year.
|
OPTION
EXERCISES AND STOCK VESTED
|
|||||||||||||
Stock
Options
|
Stock
Awards
|
||||||||||||
Number
of Shares Acquired on Exercise
|
Value
Realized on Exercise
|
Number of Shares Acquired on Vesting (a)
|
Value Realized on Vesting (b)
|
||||||||||
Name
|
(#) |
($)
|
(#) |
($)
|
|||||||||
D.L.
Blankenship
|
320,110 | $ | 5,596,897 | 42,666 | $ | 728,191 | |||||||
B.F.
Phillips, Jr.
|
50,580 | 1,452,261 | 15,115 | 287,889 | |||||||||
J.C.
Adkins
|
- | - | 15,455 | 414,193 | |||||||||
M.K.
Snelling
|
5,962 | 251,049 | 9,770 | 306,565 | |||||||||
E.B.
Tolbert
|
20,769 | 652,494 | 5,963 | 100,609 |
(a)
|
Amounts
shown represent the sum of the number of restricted stock shares and
restricted units that vested during
2008.
|
(b)
|
Amounts
shown represent the value realized by the named executive officers upon
the vesting of the restricted stock and restricted units set forth in
column (a) based upon the closing stock prices of Common Stock on the NYSE
on the various vesting dates.
|
SHARE
AUTHORIZATION (shares in thousands)
|
||||||||||||
Total
Shares Available
|
Equity
Dilution: Percent of Basic Common Shares Outstanding
|
Available
for Stock, Restricted Stock, Restricted Stock Unit, and Stock Option
Awards (a)
|
||||||||||
Shares
authorized for future awards as of December 31, 2008 (b)
|
1,363 | 1.61% | 1,363 |
(a)
|
These
numbers are included in “Total Shares
Available.”
|
(b)
|
Includes
shares authorized under the 2006
Plan.
|
RUN
RATE (shares in thousands)
|
||||||||||||||||
FY2006
|
FY2007
|
FY2008
|
3-Year
Average
|
|||||||||||||
Stock
options awards granted
|
642 | 557 | 799 | 666 | ||||||||||||
Service-based
restricted stock awards granted
|
277 | 209 | 344 | 277 | ||||||||||||
Basic
common shares outstanding at fiscal year end
|
81,066 | 79,944 | 84,853 | 81,954 | ||||||||||||
Run
rate
|
1.13 | % | 0.96 | % | 1.35 | % | 1.15 | % |
PENSION
BENEFITS (a)
|
||||||||||||||
Number
of Years Credited Service
|
Present
Value of Accumulated Benefit
|
Payments
During Last Fiscal Year
|
||||||||||||
Name
|
Plan
Name
|
(#) |
($)
|
($)
|
||||||||||
D.L.
Blankenship (b)
|
Massey
Energy Retirement Plan
|
27.0 | $ | 825,921 | - | |||||||||
A.
T. Massey Coal Company, Inc. Supplemental Benefit Plan
|
27.0 | 4,322,706 | - | |||||||||||
B.F.
Phillips, Jr.
|
Massey
Energy Retirement Plan
|
27.7 | 1,018,097 | - | ||||||||||
A.
T. Massey Coal Company, Inc. Supplemental Benefit Plan
|
27.7 | 2,276,495 | - | |||||||||||
J.C.
Adkins (c)
|
Massey
Energy Retirement Plan
|
22.8 | 253,424 | - | ||||||||||
A.
T. Massey Coal Company, Inc. Supplemental Benefit Plan
|
22.8 | 117,554 | - | |||||||||||
M.K.
Snelling
|
Massey
Energy Retirement Plan
|
8.8 | 29,336 | |||||||||||
E.B.
Tolbert
|
Massey
Energy Retirement Plan
|
16.8 | 157,755 | - |
(a)
|
The
actuarial present value of these benefits at December 31, 2008 was
computed using the RP2000 Blue Collar mortality table projected to 2006. A
discount rate of 6.1% was used to determine the present values of the
December 31, 2009 accrued benefits. No pre-retirement decrements were
used. The present value of accumulated benefits including supplements, if
any, are based on the benefits payable at age 62, the earliest age at
which unreduced benefits are payable. Also assumes no termination,
withdrawal, disability, or death prior to retirement age. Pension benefits
are not reduced for Social Security or other benefits received by
participants. A participant’s remuneration covered by the pension plans is
his average annual salary and bonus. For a full description of the
assumptions used by us for financial reporting purposes, see Note 5 to our
Consolidated Financial Statements which is included in its Annual Report
on Form 10-K for the year ended December 31, 2008 and incorporated by
reference into this Proxy
Statement.
|
(b)
|
Under
the Special Successor Development and Retention Program, the Compensation
Committee agreed to approve Mr. Blankenship’s early retirement at age 55
for purposes of the SERP.
|
(c)
|
Mr.
Adkins is covered under a different benefit formula in the MERP. Amounts
are payable for Mr. Adkins’ lifetime and are based on a 10-Year Certain
and Life Annuity. A discount is applied for retirement before age 62,
determined by Mr. Adkins’ retirement date and date benefits are to begin.
The pension benefits are not reduced for Social Security or other benefits
received by Mr. Adkins.
|
Executive
Contributions in 2008 (a)
|
Registrant
Contributions in 2008 (b)
|
Aggregate
Earnings in 2008
|
Aggregate
Withdrawals/ Distributions (c)
|
Aggregate
Balance at 12/31/08 (d)
|
||||||||||||||||
Name
|
($)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||||||
D.L.
Blankenship
|
$ | 2,201,125 | $ | - | $ | 909,939 | $ | - | $ | 26,530,954 | ||||||||||
B.F.
Phillips, Jr.
|
113,710 | 34,111 | (26,015 | ) | - | 166,801 | ||||||||||||||
J.C.
Adkins
|
66,503 | 19,951 | (8,651 | ) | 36,291 | 50,595 | ||||||||||||||
M.K.
Snelling
|
61,792 | 17,038 | (7,676 | ) | 50,143 | 45,747 | ||||||||||||||
E.B.
Tolbert
|
35,105 | 7,304 | (6,480 | ) | 8,484 | 26,933 |
(a)
|
Named
executive officers are allowed to defer up to 100% of their regular
salary, long-term incentive cash payments and bonuses into the plans. The
following are the investment funds and their respective one-year rates of
return for year ended December 31, 2008, used for tracking earnings in the
A. T. Massey Coal Company, Inc. Executive Deferred Compensation Plan. A
named executive officer may elect the investment funds that his account
tracks. A named executive officer may change his investment fund election
no more than once in a six-month
period.
|
Fund Name
|
1-Yr Rate of Return
|
|
AIM
Constellation A
|
(42.66)
|
|
Allianz
OCC Renaissance A
|
(40.04)
|
|
American
Funds American Balanced A
|
(25.73)
|
|
American
Funds Fundamental Invs A
|
(39.70)
|
|
Thornburg
International Value
|
(41.70)
|
|
Vanguard
500 Index
|
(37.02)
|
|
Oppenheimer
Strategic Income Fund
|
(8.76)
|
|
INVESCO
Stable Value Trust
|
3.40
|
(b)
|
The
plans provide for a company fixed match on contributions on up to 10% of
eligible deferred compensation.
|
(c)
|
Distributions
are permitted under the plans. Each named executive officer specifies a
distribution date at the time such named executive officer elects to
defer. Distributions are paid in either a lump sum or in annual
installments of up to 20 years.
|
(d)
|
There
are no contribution amounts contained in this column by any of the named
executive officers that were previously reported as compensation in the
Summary Compensation Table for 2006 due to the fact that any and all
amounts deferred by the named executive officers during 2006 were paid out
to the named executive officer, as applicable, during
2007.
|
·
|
a
third person, including a “group” as defined in Section 13(d)(3) of the
Exchange Act, acquires (or has acquired in the last 12 months ending on
the date of the most recent acquisition) shares of Common Stock having
thirty percent or more of the total number of votes that may be cast for
the election of our directors;
or
|
·
|
as
the result of any cash tender or exchange offer, merger or other business
combination, or any combination of the foregoing transactions, (a
“Transaction”), the persons who were our directors before the Transaction
will cease to constitute a majority of our or any successor Board of
Directors and be replaced by persons who appointment or election is not
endorsed by the majority of directors before the
Transaction.
|
·
|
there
is an Involuntary Termination Associated With a Change in Control within
two years after an actual Change in
Control;
|
·
|
a
named executive officer is terminated other than for Cause or other than
due to such named executive officer’s death or Disability, and that
termination either occurs not more than three months prior to an actual
Change in Control occurs or is requested by a third party who initiates
and within 12 months effects an actual Change in Control;
or
|
·
|
a
Constructive Termination occurs while a potential Change in Control is
pending but before an actual Change in Control
occurs.
|
·
|
a
lump sum cash payment equal to 2.5 times Base
Pay,
|
·
|
a
lump sum cash payment equal to 2.5 times Target
Bonus,
|
·
|
a
pro-rated payment of the named executive officer’s Target Bonus
for the portion of the fiscal year employed prior to
termination,
|
·
|
any
award under our long-term cash and equity incentive program, which by its
terms vests in connection with the Change in Control,
and
|
·
|
24
months of medical and dental coverage, or a cash payment in lieu
thereof.
|
·
|
a
lump sum cash payment equal to 2.5 times Base Salary (as such term is
defined in the Phillips Employment and Change in Control
Agreement),
|
·
|
a
lump sum cash payment equal to 2.5 times Target Bonus (as such term is
defined in the Phillips Employment and Change in Control
Agreement),
|
·
|
a
pro-rated payment of his Target Bonus for the portion of the fiscal year
employed prior to termination,
|
·
|
any
award under the LTIP which by its terms vests in connection with the
Change in Control, and
|
·
|
twenty-four
months of medical and dental coverage, or a cash payment in lieu
thereof.
|
Executive
Payments and Benefits upon Termination/CIC
|
Retirement
|
Involuntary
Termination for Cause
|
Involuntary
Termination
Without
Cause
|
CIC
with Termination for Good Reason or Without Cause
|
Death
|
Disability
|
|||||||
Compensation:
|
|||||||||||||
Severance
|
$0
|
$0
|
$4,750,000
|
$4,750,000
|
$4,750,000
|
$4,750,000
|
|||||||
Other
Cash Incentives
|
|||||||||||||
-
2008 Bonus (a)
|
$1,225,440
|
$0
|
$1,225,440
|
$900,000
|
$1,225,440
|
$1,225,440
|
|||||||
-
Retention Bonus
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
|||||||
Long-term
Incentives
|
|||||||||||||
-
Acceleration of Unvested Stock Options (b)
|
$0
|
(c)
|
$0
|
$0
|
$0
|
(c),(d)
|
$0
|
(c)
|
$0
|
(c)
|
|||
-
Acceleration of Unvested RS/RSUs (b),(e)
|
$0
|
$0
|
$0
|
$627,404
|
(d)
|
$627,404
|
$627,404
|
||||||
-
Cash LTI Awards
|
$0
|
$0
|
$0
|
$900,000
|
(d)
|
$521,642
|
(f)
|
$521,642
|
(f)
|
||||
Benefits
& Perquisites:
|
|||||||||||||
Enhanced
SERP Benefits (g)
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
|||||||
Medical
& Dental
|
$0
|
$0
|
$0
|
$11,288
|
(h)
|
$0
|
$0
|
||||||
Enhanced
Supp. Benefit (Split Dollar) (i)
|
$0
|
$0
|
$0
|
$0
|
$4,000,000
|
$163,241
|
(j)
|
||||||
Retiree
Medical (k)
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
|||||||
Deferred
Compensation
|
N/A
|
N/A
|
N/A
|
$0
|
N/A
|
N/A
|
|||||||
Successor
Development & Retention Program (l)
|
$517,168
|
$517,168
|
$517,168
|
$517,168
|
$517,168
|
$517,168
|
|||||||
280G
Tax Gross-up/Scaleback
|
N/A
|
N/A
|
N/A
|
$0
|
(m)
|
N/A
|
N/A
|
||||||
Total
|
$1,742,608
|
$517,168
|
$6,492,608
|
$7,705,860
|
$11,641,654
|
$7,804,895
|
|||||||
(a)
|
If
Mr. Blankenship were terminated on December 31, 2008, he would be entitled
to receive his 2008 bonus paid out based on actual performance (except in
the circumstances of a termination in connection with a CIC or involuntary
termination for cause). This bonus is also disclosed in the
Summary Compensation Table. In the event of termination in
connection with CIC, Mr. Blankenship would be entitled to receive his
target bonus.
|
||||||||||||
(b)
|
Equity
awards valued at Massey's closing stock price of $13.79 as of December 31,
2008.
|
||||||||||||
(c)
|
Represents
intrinsic value of unvested stock options. With the exception
of certain options which must be exercised within 20 days following their
vesting, upon
termination due to retirement, death or disability, participants would
have the lesser of 3 years or the remaining term of the option to exercise
option grants
under the 1996 and 2006 Plans. Upon termination following a CIC
participants have the lesser of 3 years or the remaining term of the
option to exercise option
grants under the 1996 Plan and the lesser of 3 months or the remaining
term for options grants under the 2006 Plan. Unexercised vested
stock options are disclosed
in the Outstanding Equity Awards at Fiscal Year-End
Table.
|
||||||||||||
(d)
|
Vesting
of equity awards following a CIC does not accelerate if termination is for
good reason.
|
||||||||||||
(e)
|
Amount
does not include Mr. Blankenship's performance based RSUs payable for
performance in calendar years 2008 and 2009. If Mr. Blankenship
were to be terminated on December 31, 2008, performance RSUs for calendar
year 2008 would be paid based on actual performance and performance RSUs
for calendar year 2009 would be forfeited.
|
||||||||||||
(f)
|
Upon
death or disability, a pro-rata portion of all outstanding cash LTI awards
are paid out based on actual performance. For performance
cycles ending after 2008, the payouts are estimated assuming target
performance.
|
||||||||||||
(g)
|
Table
includes enhanced SERP benefits only. Vested SERP benefits are
disclosed in the Pension Benefits Table.
|
||||||||||||
(h)
|
Represents
the cost of providing medical and dental benefits for 24 months at $447.93
per month. The cost of benefits is assumed to increase 10%
annually.
|
||||||||||||
(i)
|
Table
includes enhanced Supplemental Benefit Plan benefits only. If
Mr. Blankenship were to terminate on December 31, 2008 for any reason
other than death or disability, he would be eligible to receive a salary
continuation benefit of $9,069.01 per month payable for 120
months.
|
||||||||||||
(j)
|
Should
Mr. Blankenship become disabled, the Company is required to keep Mr.
Blankenship's split dollar life insurance in force for two years
following his
disability. As of December 31, 2008, no further premiums would
be required, however, the need for further premiums would be reevaluated
during the disability period. Should
no death occur by December 31, 2008, Mr. Blankenship would be entitled to
receive salary continuation benefits of $10,429.55 per month payable for
120 months, enhancing vested monthly benefits by $1,360.34 per month. The
amount calculated above reflects the enhanced salary continuation benefits
of $163,241. If
the executive dies within 2 years of disability his beneficiaries would
receive a $4,000,000 death
benefit.
|
||||||||||||
(k)
|
Table
does not included the value of Company sponsored broad-based
post-retirement medical benefits which the executive is currently entitled
to receive upon termination of employment.
|
||||||||||||
(l)
|
Under
the Special Successor Development and Retention Program, upon retirement
Mr. Blankenship will be provided the title to a company-owned residence
valued at $305,000. Includes estimated income tax gross-up of
$212,168.
|
||||||||||||
(m)
|
Under
the executive Employment/CIC Agreement, if payments are subject to excise
taxes imposed under IRC Section 4999 the Company will pay to the executive
an
additional "gross-up" amount so that his after-tax benefits are the same
as though no excise tax had applied. The provision is
applicable only if the net after tax benefit
to the executive including the gross-up is more than the lesser of $50,000
or 10% of after-tax benefit resulting from reducing the CIC payments to
the golden
parachute threshold. The following major assumptions were used
to calculate payments under Section 280G:
-
Equity valued at Massey's closing on December 31, 2008 of
$13.79.
-
Parachute payments for time vesting stock options, restricted stock and
restricted stock units were valued using Reg. Section 1.280G-1 Q&A
24(c).
-
Calculations assume Executive is at retirement age and would be entitled
to a pro-rata portion of his actual annual bonus upon retirement.
Therefore, the 2008 bonus is treated as a
vested
payment
that is accelerated upon a CIC and valued using Treas. Reg. Section
1.280G-1 Q&A 24(b).
-
Calculations include an estimated value for the non-compete
provision. Value estimated to be the lesser of total severance
and benefits or current target remuneration. Target
remuneration
includes
salary, target bonus, target long-term incentives and one year of pension
earnings.
|
Executive
Payments and Benefits upon Termination/CIC
|
Retirement
|
Involuntary
Termination for Cause
|
Involuntary
Termination
Without
Cause
|
CIC
without Termination
|
CIC
with Termination for Good Reason or Without Cause
|
Death
|
Disability
|
||||||||
Compensation:
|
|||||||||||||||
Severance
|
$0
|
$0
|
$2,437,500
|
$0
|
$2,437,500
|
$2,437,500
|
$0
|
||||||||
Other
Cash Incentives
|
|||||||||||||||
-
2008 Bonus
|
$568,750
|
(a)
|
$0
|
$325,000
|
$0
|
$325,000
|
$0
|
$0
|
|||||||
-
Retention Bonus
|
$0
|
$0
|
$0
|
$600,000
|
$600,000
|
$600,000
|
$600,000
|
||||||||
Long-term
Incentives
|
|||||||||||||||
-
Acceleration of Unvested Stock Options (b)
|
$0
|
(c)
|
$0
|
$0
|
$0
|
$0
|
(c),(d)
|
$0
|
(c)
|
$0
|
(c)
|
||||
-
Acceleration of Unvested RS/RSUs (b)
|
$0
|
$0
|
$0
|
$0
|
$847,823
|
(d)
|
$847,823
|
$847,823
|
|||||||
-
Cash LTI Awards
|
$0
|
$0
|
$0
|
$0
|
$266,667
|
(d)
|
$187,997
|
(e)
|
$187,997
|
(e)
|
|||||
Benefits
& Perquisites:
|
|||||||||||||||
Enhanced
SERP Benefits (f)
|
$0
|
$0
|
$0
|
$560,444
|
(g)
|
$2,693,881
|
(g)
|
$560,444
|
(g)
|
$560,444
|
(g)
|
||||
Medical
& Dental
|
$0
|
$0
|
$33,010
|
(h)
|
$0
|
$33,010
|
(h)
|
$0
|
$0
|
||||||
Retiree
Medical (i)
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
||||||||
Deferred
Compensation
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
||||||||
280G
Tax Gross-up/Scaleback
|
N/A
|
N/A
|
N/A
|
$0
|
(j)
|
$1,459,536
|
(j)
|
N/A
|
N/A
|
||||||
Total
|
$568,750
|
$0
|
$2,795,510
|
$1,160,444
|
$8,663,417
|
$4,633,764
|
$2,196,264
|
||||||||
(a)
|
2008
bonus is paid out based on actual performance. This bonus is
also disclosed in the Summary Compensation Table.
|
||||||||||||||
(b)
|
Equity
awards valued at Massey's closing stock price of $13.79 as of December 31,
2008.
|
||||||||||||||
(c)
|
Represents
intrinsic value of unvested stock options. Upon termination due
to retirement, death or disability, participants would have the lesser of
3 years or the remaining
term of the option to exercise option grants under the 1996 and 2006
Plans. Upon termination following a CIC, participants have the
lesser of 3 years or the remaining
term of the option to exercise option grants under the 1996 Plan and the
lesser of 3 months or the remaining term for options grants under the 2006
Plan. Unexercised
vested stock options are disclosed in the Outstanding Equity Awards at
Fiscal Year-End Table.
|
||||||||||||||
(d)
|
Vesting
of equity awards following a CIC does not accelerate if termination is for
good reason.
|
||||||||||||||
(e)
|
Upon
death or disability, a pro-rata portion of all outstanding cash LTI awards
are paid out based on actual
performance. For performance cycles ending after 2008, the
payouts are estimated assuming target performance.
|
||||||||||||||
(f)
|
Table
includes enhanced SERP benefits only. Vested SERP benefits are
disclosed in the Pension Benefits Table.
|
||||||||||||||
(g)
|
Present
value of enhanced benefit calculated using the following
assumptions: RP 2000 Blue Collar mortality table projected to
2008 and a discount rate of 6.1%.
|
||||||||||||||
(h)
|
Represents
the cost of providing medical and dental benefits for 24 months at
$1,309.93 per month. The cost of benefits is assumed to
increase 10% annually.
|
||||||||||||||
(i)
|
Table
does not included the value of Company sponsored broad-based
post-retirement medical benefits which the executive is currently entitled
to receive upon termination of employment.
|
||||||||||||||
(j)
|
Under
the executive Employment/CIC Agreement, if payments are subject to excise
taxes imposed under IRC Section 4999 the Company will pay to the executive
an additional
"gross-up" amount so that his after-tax benefits are the same as though no
excise tax had applied. The provision is applicable only if the
net after tax benefit to the
executive including the gross-up is more than the lesser of $50,000 or 10%
of after-tax benefit resulting from reducing the CIC payments to the
golden parachute threshold. The
following major assumptions were used to calculate payments under Section
280G:
|
||||||||||||||
-
Equity valued at Massey's closing on December 31, 2008 of
$13.79.
|
|||||||||||||||
-
Parachute payments for time vesting stock options, restricted stock and
restricted stock units were valued using Reg. Section 1.280G-1 Q&A
24(c).
|
|||||||||||||||
-
Calculations assume Executive is at retirement age and would be entitled
to a pro-rata portion of his actual annual bonus upon
retirement.
|
|||||||||||||||
Therefore,
the 2008 bonus is treated as a vested payment that is accelerated upon a
CIC and valued using Treas. Reg. Section 1.280G-1 Q&A
24(b).
|
|||||||||||||||
-
Calculations include an estimated value for the non-compete
provision. Value estimated to be the lesser of total severance
and benefits or current target remuneration.
|
|||||||||||||||
Target
remuneration includes salary, target bonus, target long-term incentives
and one year of pension earnings.
|
Executive
Payments and Benefits upon Termination/CIC
|
Voluntary
Termination
|
Involuntary
Termination for Cause
|
Involuntary
Termination
Without
Cause
|
CIC
with Termination for Good Reason or Without Cause
|
Death
|
Disability
|
|||||||
Compensation:
|
|||||||||||||
Severance
|
$0
|
$0
|
|
$1,995,000
|
(a)
|
$1,757,500
|
$0
|
$0
|
|||||
Other
Cash Incentives
|
|||||||||||||
-
2008 Bonus
|
$0
|
$0
|
$0
|
$325,000
|
$0
|
$0
|
|||||||
-
Retention Bonus
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
|||||||
Long-term
Incentives
|
|||||||||||||
-
Acceleration of Unvested Stock Options (b)
|
$0
|
$0
|
$0
|
$0
|
(c),(d)
|
$0
|
(c)
|
$0
|
(c)
|
||||
-
Acceleration of Unvested RS/RSUs (b)
|
$0
|
$0
|
$0
|
$360,098
|
(d)
|
$360,098
|
$360,098
|
||||||
-
Cash LTI Awards
|
$0
|
$0
|
$0
|
$391,667
|
(d)
|
$229,664
|
(e)
|
$229,664
|
(e)
|
||||
Benefits
& Perquisites:
|
|||||||||||||
Enhanced
SERP Benefits (f)
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
|||||||
Medical
& Dental
|
$0
|
$0
|
$0
|
$33,010
|
(g)
|
$0
|
$0
|
||||||
Deferred
Compensation
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
|||||||
280G
Tax Gross-up/Scaleback
|
N/A
|
N/A
|
N/A
|
$0
|
(h)
|
N/A
|
N/A
|
||||||
Total
|
$0
|
$0
|
$1,995,000
|
$2,867,276
|
$589,762
|
$589,762
|
|||||||
(a)
|
Severance
equal to 2.5 times current salary plus target annual cash bonus for the
fiscal years remaining (including 2008) under his employment
agreement.
|
||||||||||||
Target
annual cash bonuses remaining include 2008 ($325,000), 2009 ($355,000) and
2010 ($375,000).
|
|||||||||||||
(b)
|
Equity
awards valued at Massey's closing stock price of $13.79 as of December 31,
2008.
|
||||||||||||
(c)
|
Represents
intrinsic value of unvested stock options. Upon termination due
to retirement, death or disability, participants would have the lesser of
3 years
or the remaining term of the option to exercise option grants under the
1996 and 2006 Plans. Upon termination following a CIC,
participants have the
lesser of 3 years or the remaining term of the option to exercise option
grants under the 1996 Plan and the lesser of 3 months or the remaining
term for
options grants under the 2006 Plan. Unexercised vested stock
options are disclosed in the Outstanding Equity Awards at Fiscal Year-End
Table.
|
||||||||||||
(d)
|
Vesting
of equity awards following a CIC does not accelerate if termination is for
good reason.
|
||||||||||||
(e)
|
Upon
death or disability, a pro-rata portion of all outstanding cash LTI awards
are paid out based on actual
performance. For performance cycles ending after 2008, the
payouts are estimated assuming target performance.
|
||||||||||||
(f)
|
Table
includes enhanced SERP benefits only. Vested SERP benefits are
disclosed in the Pension Benefits Table.
|
||||||||||||
(g)
|
Represents
the cost of providing medical and dental benefits for 24 months at
$1,309.93 per month. The cost of benefits is assumed to
increase 10% annually.
|
||||||||||||
(h)
|
Under
the executive CIC Agreement, if payments are subject to excise taxes
imposed under IRC Section 4999 the Company will pay to the executive an
additional
"gross-up" amount so that his after-tax benefits are the same as though no
excise tax had applied. The provision is applicable only if the
net after
tax benefit to the executive including the gross-up is more than the
lesser of $50,000 or 10% of after-tax benefit resulting from reducing the
CIC payments
to the golden parachute threshold. The following major
assumptions were used to calculate payments under Section
280G:
|
||||||||||||
-
Equity valued at Massey's closing on December 31, 2008 of
$13.79.
|
|||||||||||||
-
Parachute payments for time vesting stock options, restricted stock and
restricted stock units were valued using Reg. Section 1.280G-1 Q&A
24(c).
|
|||||||||||||
-
Calculations include an estimated value for the non-compete
provision. Value estimated to be the lesser of total severance
and benefits or current target remuneration.
|
|||||||||||||
Target
remuneration includes salary, target bonus, target long-term incentives
and one year of pension earnings.
|
Executive
Payments and Benefits
upon Termination/CIC
|
Voluntary
Termination
|
Involuntary
Termination for Cause
|
Involuntary
Termination
Without
Cause/
Good
Reason
|
CIC
with Termination for Good Reason or Without Cause
|
Death
|
Disability
|
|||||||
Compensation:
|
|||||||||||||
Severance
|
$0
|
$0
|
$220,300
|
$1,355,000
|
$0
|
$0
|
|||||||
Other
Cash Incentives
|
|||||||||||||
-
2008 Bonus
|
$0
|
$0
|
$210,000
|
$210,000
|
$0
|
$0
|
|||||||
-
Retention bonus
|
$0
|
$0
|
$150,000
|
$0
|
$0
|
$0
|
|||||||
Long-term
Incentives
|
|||||||||||||
-
Acceleration of Unvested Stock Options (a)
|
$0
|
$0
|
$0
|
(b)
|
$0
|
(b),(c)
|
$0
|
(b)
|
$0
|
(b)
|
|||
-
Acceleration of Unvested RS/RSUs (a)
|
$0
|
$0
|
$44,955
|
$233,865
|
(c)
|
$233,865
|
$233,865
|
||||||
-
Cash LTI Awards
|
$0
|
$0
|
$143,750
|
$233,333
|
(c)
|
$136,567
|
(d)
|
$136,567
|
(d)
|
||||
Benefits
& Perquisites:
|
|||||||||||||
Enhanced
SERP Benefits (e)
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
|||||||
Medical
& Dental
|
$0
|
$0
|
$6,550
|
(f)
|
$33,010
|
(f)
|
$0
|
$0
|
|||||
Deferred
Compensation
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
|||||||
280G
Tax Gross-up/Scaleback
|
N/A
|
N/A
|
N/A
|
$0
|
(g)
|
N/A
|
N/A
|
||||||
Total
|
$0
|
$0
|
$775,555
|
$2,065,208
|
$370,432
|
$370,432
|
|||||||
(a)
|
Equity
awards valued at Massey's closing stock price of $13.79 as of December 31,
2008.
|
||||||||||||
(b)
|
Represents
intrinsic value of unvested stock options. Upon termination due
to retirement, death or disability, participants would have the lesser of
3 years or
the remaining term of the option to exercise option grants under the 1996
and 2006 Plans. Upon termination following a CIC, participants
have the lesser
of 3 years or the remaining term of the option to exercise option grants
under the 1996 Plan and the lesser of 3 months or the remaining term for
options
grants under the 2006 Plan. For involuntary termination/good
reason participant has 3 months to exercise under both the 1996 and 2006
Plans. Unexercised
vested stock options are disclosed in the Outstanding Equity Awards at
Fiscal Year-End Table.
|
||||||||||||
(c)
|
Vesting
of equity awards following a CIC does not accelerate if termination is for
good reason.
|
||||||||||||
(d)
|
Upon
death or disability, a pro-rata portion of all outstanding cash LTI awards
are paid out based on actual
performance. For performance cycles ending after 2008, the
payouts are estimated assuming target performance.
|
||||||||||||
(e)
|
Table
includes enhanced SERP benefits only. Vested SERP benefits are
disclosed in the Pension Benefits Table.
|
||||||||||||
(f)
|
Represents
the cost of providing medical and dental benefits for 5 months termination
absent a CIC and 24 months termination following a CIC at
a
|
||||||||||||
cost
of $1,309.93 per month. The cost of benefits is assumed to
increase 10% annually.
|
|||||||||||||
(g)
|
Under
the executive CIC Agreement, if payments are subject to excise taxes
imposed under IRC Section 4999 the Company will pay to the executive an
additional
"gross-up" amount so that his after-tax benefits are the same as though no
excise tax had applied. The provision is applicable only if the
net after
tax benefit to the executive including the gross-up is more than the
lesser of $50,000 or 10% of after-tax benefit resulting from reducing the
CIC payments
to the golden parachute threshold. The following major
assumptions were used to calculate payments under Section
280G:
|
||||||||||||
-
Equity valued at Massey's closing on December 31, 2008 of
$13.79.
|
|||||||||||||
-
Parachute payments for time vesting stock options, restricted stock and
restricted stock units were valued using Reg. Section 1.280G-1 Q&A
24(c).
|
|||||||||||||
-
Calculations include an estimated value for the non-compete
provision. Value estimated to be the lesser of total severance
and benefits or current target remuneration.
|
|||||||||||||
Target
remuneration includes salary, target bonus, target long-term incentives
and one year of pension earnings.
|
Executive
Payments and Benefits upon Termination/CIC
|
Voluntary
Termination
|
Involuntary
Termination for Cause
|
Involuntary
Termination
Without
Cause/
Good
Reason
|
CIC
with Termination for Good Reason or Without Cause
|
Death
|
Disability
|
||||||
Compensation:
|
||||||||||||
Severance
|
$0
|
$0
|
$0
|
$764,160
|
$0
|
$0
|
||||||
Other
Cash Incentives
|
||||||||||||
-
2008 Bonus
|
$0
|
$0
|
$0
|
$70,000
|
$0
|
$0
|
||||||
Long-term
Incentives
|
||||||||||||
-
Acceleration of Unvested Stock Options (a)
|
$0
|
$0
|
$0
|
$0
|
(b),(c)
|
$0
|
(b)
|
$0
|
||||
-
Acceleration of Unvested RS/RSUs (a)
|
$0
|
$0
|
$0
|
$157,192
|
(c)
|
$157,192
|
$157,192
|
|||||
-
Cash LTI Awards
|
$0
|
$0
|
$0
|
$191,667
|
(c)
|
$111,754
|
(d)
|
$111,754
|
||||
Benefits
& Perquisites:
|
||||||||||||
Enhanced
SERP Benefits (e)
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
||||||
Medical
& Dental
|
$0
|
$0
|
$0
|
$33,010
|
(f)
|
$0
|
$0
|
|||||
Deferred
Compensation
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
||||||
280G
Tax Gross-up/Scaleback
|
N/A
|
N/A
|
N/A
|
$0
|
(g)
|
N/A
|
N/A
|
|||||
Total
|
$0
|
$0
|
$0
|
$1,216,029
|
$268,946
|
$268,946
|
||||||
(a)
|
Equity
awards valued at Massey's closing stock price of $13.79 as of December 31,
2008.
|
|||||||||||
(b)
|
Represents
intrinsic value of unvested stock options. Upon termination due
to retirement, death or disability, participants would have the lesser of
3 years or
the remaining term of the option to exercise option grants under the 1996
and 2006 Plans. Upon termination following a CIC, participants
have the lesser
of 3 years or the remaining term of the option to exercise option grants
under the 1996 Plan and the lesser of 3 months or the remaining term for
options
grants under the 2006 Plan. Unexercised vested stock options is disclosed
in the Outstanding Equity Awards at Fiscal Year-End
Table.
|
|||||||||||
(c)
|
Vesting
of equity awards following a CIC does not accelerate if termination is for
good reason.
|
|||||||||||
(d)
|
Upon
death or disability, a pro-rata portion of all outstanding cash LTI awards
are paid out based on actual
performance. For performance cycles ending after 2008, the
payouts are estimated assuming target performance.
|
|||||||||||
(e)
|
Table
includes enhanced SERP benefits only. Vested SERP benefits are
disclosed in the Pension Benefits Table.
|
|||||||||||
(f)
|
Represents
the cost of providing medical and dental benefits for 24 months at
$1,309.93 per month. The cost of benefits is assumed to
increase 10% annually.
|
|||||||||||
(g)
|
Under
the executive CIC Agreement, if payments are subject to excise taxes
imposed under IRC Section 4999 the Company will pay to the executive an
additional
"gross-up" amount so that his after-tax benefits are the same as though no
excise tax had applied. The provision is applicable only if the
net after tax
benefit to the executive including the gross-up is more than the lesser of
$50,000 or 10% of after-tax benefit resulting from reducing the CIC
payments to
the golden parachute threshold. The following major assumptions
were used to calculate payments under Section
280G:
|
|||||||||||
-
Equity valued at Massey's closing on December 31, 2008 of
$13.79.
|
||||||||||||
-
Parachute payments for time vesting stock options, restricted stock and
restricted stock units were valued using Reg. Section 1.280G-1 Q&A
24(c).
|
||||||||||||
-
Calculations include an estimated value for the non-compete
provision. Value estimated to be the lesser of total severance
and benefits or current target remuneration.
|
||||||||||||
Target
remuneration includes salary, target bonus, target long-term incentives
and one year of pension
earnings.
|
·
|
our
accounting, reporting and financial practices, including the integrity of
our financial statements;
|
·
|
our
compliance with legal and regulatory
requirements;
|
·
|
the
independent registered public accounting firm’s qualifications and
independence; and
|
·
|
the
performance of our internal audit function and independent registered
public accounting firm.
|
Fiscal
year ended
December
31, 2008
|
Fiscal
Year Ended
December
31, 2007
|
|||||||
Audit
fees
|
$ | 1,696,000 | $ | 1,680,000 | ||||
Audit-related
fees
|
268,000 | 190,000 | ||||||
Tax
fees
|
15,000 | 7,000 | ||||||
All
other fees
|
- | - | ||||||
Total Fees
|
$ | 1,979,000 | $ | 1,877,000 |
February 16, 2009 | James B. Crawford | Robert H. Foglesong |
E. Gordon Gee | Dan R. Moore |
·
|
Amendments
to the 2006 Plan to:
|
o
|
Increase
the number of shares of Massey Common Stock authorized for issuance under
the 2006 Plan by 1,550,000 shares,
|
o
|
Limit
the maximum number of shares available for awards granted in any form
provided for under the 2006 Plan other than options or stock appreciation
rights to no more than 75% of the total number of issuable shares
and
|
o
|
Revise Section 4.3 of the
2006 Plan to provide that shares of Common Stock subject to an award under
the 2006 Plan may not again be made available for issuance under the 2006
Plan if such shares are:
|
·
|
Shares
that were subject to an option or a stock-settled stock appreciation right
and were not issued upon the net settlement or net exercise of such option
or stock appreciation right,
|
·
|
Shares
delivered to or withheld by the Company to pay the exercise price or the
withholding taxes under options or stock appreciation rights,
or
|
·
|
Shares
repurchased on the open market with the proceeds of an option exercise;
and
|
·
|
Amendments
to the 2006 Plan to update, clarify and re-approve the qualifying
performance criteria contained in the 2006 Plan in order for Massey to
continue to deduct for U.S. federal income tax purposes certain
performance-based compensation paid to the named executive
officers.
|
·
|
Take
I-95 south
|
·
|
Take
Exit 76B (Belvidere Street Exit)
|
·
|
At
first light, turn left onto Leigh
Street
|
·
|
At
next light, turn right onto Belvidere
Street
|
·
|
At
fifth light, turn left onto Franklin
Street
|
·
|
Hotel
is four blocks on the right
|
·
|
Take
I-95 North
|
·
|
Take
Exit 74C (Broad Street West) As you exit, take left hand lane to Broad
Street West - State Capital -
Coliseum
|
·
|
Continue
up Broad Street and then turn left onto 1st
Street
|
·
|
Go
one block and turn right onto Grace
Street
|
·
|
Go
two blocks and turn left onto Adams
Street
|
·
|
Adams
Street will turn into the Jefferson's circle drive in one
block
|
·
|
Take
I-64 West
|
·
|
Take
Exit 190 (Fifth Street/Coliseum
Exit)
|
·
|
Stay
on Fifth Street
|
·
|
Turn
right onto Main Street
|
·
|
Go
eight blocks, turn right onto Jefferson
Street
|
·
|
Turn
right onto Franklin Street
|
·
|
Take
I-64 East to merge with I-95
|
·
|
Take
I-95 South
|
·
|
Take
Exit 76B (Belvidere Street Exit)
|
·
|
Turn
left onto Leigh Street
|
·
|
At
first light, turn right onto Belvidere
Street
|
·
|
At
fifth light, turn left onto Franklin
Street
|
·
|
Hotel
is four blocks on the right
|
·
|
Take
The Powhite Parkway to the Downtown Expressway
(195)
|
·
|
Take
the Second Street exit (Toll Road)
|
·
|
Follow
exit to the light (Second Street)
|
·
|
Turn
left onto Second Street
|
·
|
Take
Second Street to Main Street
|
·
|
Turn
left onto Main Street
|
·
|
Turn
right onto Jefferson Street
|
·
|
Turn
right onto Franklin Street
|
·
|
Hotel
is on the right
|
|
Massey Energy
Company
4 North 4th Street
Richmond, VA 23219 PROXY
|
:
|
( |
*
|
INTERNET | PHONE | |
www.eproxy.com/mee
Use the Internet to
vote your proxy
until
12:00 p.m. Central Daylight Time
on May
18, 2009.
|
1-800-560-1965
Use a touch-tone telephone to
vote your proxy until 12:00 p.m.
Central Daylight Time
on May
18, 2009.
|
Mark, sign and date
your proxy
card and return it in
the
postage-paid envelope
provided.
|
COMPANY
#
|
||
TO VOTE BY INTERNET OR TELEPHONE, SEE REVERSE SIDE OF THIS PROXY CARD. |
1. To elect
four
Class I directors:
|
01
James B. Crawford
02
E. Gordon Gee
|
03
Lady Judge
04
Stanley C. Suboleski
|
□
|
Vote
FOR
all
nominees
(except
as marked)
|
□
|
Vote
WITHHELD
from
all nominees
|
2.
|
To
ratify the appointment of Ernst & Young LLP as the Company’s
independent
|
||||
|
registered
public accounting firm for the fiscal year ending December 31,
2009.
|
|
□
For
|
□
Against
|
□
Abstain
|
3.
|
To
(i) amend the 2006 Plan to (a) increase the number of shares of
Massey
|
||||
Common
Stock authorized for issuance under the 2006 Plan by 1,550,000
shares,
|
|||||
(b)
limit the maximum number of shares available for awards granted in any
form
|
|||||
provided
for under the 2006 Plan other than options or stock appreciation rights
to
|
|||||
no
more than 75% of the total number of issuable shares and (c) revise
Section 4.3 of
|
|||||
the
2006 Plan to provide that shares of Common Stock subject to an option or
stock
|
|||||
appreciation
right award under the 2006 Plan may not again be made available
for
|
|||||
issuance
under the 2006 Plan under the circumstances set forth in Section
4.3
|
|||||
of
the 2006 Plan and to (ii) amend the 2006 Plan to update, clarify
and
|
|||||
|
re-approve
the qualifying performance criteria contained in the 2006
Plan.
|
|
□
For
|
□
Against
|
□
Abstain
|
4.
|
Stockholder
proposal regarding an environmental progress
report.
|
|
□
For
|
□
Against
|
□
Abstain
|
5.
|
Stockholder
proposal regarding a carbon dioxide emissions
report.
|
|
□
For
|
□
Against
|
□
Abstain
|
6.
|
Stockholder
proposal regarding expedited disclosure of voting
results.
|
|
□
For
|
□
Against
|
□
Abstain
|
|
Massey Energy
Company
4 North 4th Street
Richmond, VA 23219 401(k)
plan proxy
|
:
|
( |
*
|
INTERNET | PHONE | |
www.eproxy.com/mee
Use the Internet to
vote your proxy
until
4:59 p.m. Central Daylight Time
on May
15, 2009.
|
1-800-560-1965
Use a touch-tone telephone to
vote your proxy until 4:59 p.m.
Central Daylight Time
on
May 15, 2009.
|
Mark, sign and date
your proxy
card and return it in
the
postage-paid envelope
provided.
|
COMPANY
#
|
||
TO VOTE BY INTERNET OR TELEPHONE, SEE REVERSE SIDE OF THIS PROXY CARD. |
1. To elect
four
Class I directors:
|
01
James B. Crawford
02
E. Gordon Gee
|
03
Lady Judge
04
Stanley C. Suboleski
|
□
|
Vote
FOR
all
nominees
(except
as marked)
|
□
|
Vote
WITHHELD
from
all nominees
|
2.
|
To
ratify the appointment of Ernst & Young LLP as the Company’s
independent
|
||||
|
registered
public accounting firm for the fiscal year ending December 31,
2009.
|
|
□
For
|
□
Against
|
□
Abstain
|
3.
|
To
(i) amend the 2006 Plan to (a) increase the number of shares of
Massey
|
||||
Common
Stock authorized for issuance under the 2006 Plan by 1,550,000
shares,
|
|||||
(b)
limit the maximum number of shares available for awards granted in any
form
|
|||||
provided
for under the 2006 Plan other than options or stock appreciation rights
to
|
|||||
no
more than 75% of the total number of issuable shares and (c) revise
Section 4.3 of
|
|||||
the
2006 Plan to provide that shares of Common Stock subject to an option or
stock
|
|||||
appreciation
right award under the 2006 Plan may not again be made available
for
|
|||||
issuance
under the 2006 Plan under the circumstances set forth in Section
4.3
|
|||||
of
the 2006 Plan and to (ii) amend the 2006 Plan to update, clarify
and
|
|||||
|
re-approve
the qualifying performance criteria contained in the 2006
Plan.
|
|
□
For
|
□
Against
|
□
Abstain
|
4.
|
Stockholder
proposal regarding an environmental progress
report.
|
|
□
For
|
□
Against
|
□
Abstain
|
5.
|
Stockholder
proposal regarding a carbon dioxide emissions
report.
|
|
□
For
|
□
Against
|
□
Abstain
|
6.
|
Stockholder
proposal regarding expedited disclosure of voting
results.
|
|
□
For
|
□
Against
|
□
Abstain
|