form8k20091109.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): November 16, 2009 (November 9,
2009)
MASSEY
ENERGY COMPANY
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
of Incorporation)
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001-07775
(Commission
File Number)
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95-0740960
(I.R.S.
Employer Identification No.)
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4
North 4th
Street, Richmond, Virginia 23219
(Address
of principal executive offices) (Zip
Code)
Registrant's
telephone number, including area code: (804) 788-1800
N/A
(Former
name, former address and former fiscal year, if changed since last report
date)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 1.01. Entry
into a Material Definitive Agreement.
Non-Employee Director Compensation
Summary
On
November 8, 2009, pursuant to its Committee Charter, the Compensation
Committee of the Board of Directors of Massey Energy Company (the “Company”)
conducted its annual review of the Company’s Non-Employee Director Compensation
Summary that summarizes the compensation payable to the non-employee directors
and recommended to the Governance and Nominating Committee a change to the
compensation payable to non-employee directors set forth in the Non-Employee
Director Compensation Summary.
On
November 9, 2009, upon the recommendation of the Governance and Nominating
Committee, the Board of Directors approved a change to the Non-Employee Director
Compensation Summary applicable to non-employee directors after November 9,
2009. Non-employee directors will receive an increase in the value of their
annual of restricted stock and/or stock options, as elected in the sole
discretion of the director, from $80,000 to $90,000. The Massey Energy Company
Non-Employee Director Compensation Summary, as amended and restated, is
effective as of November 9, 2009 and is attached hereto as Exhibit 10.1 and
is hereby incorporated into this Item 1.01.
Item 5.02.
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers; Compensatory Arrangements of Certain
Officers.
Salary Changes of Named Executive
Officers
In
conjunction with its review of the 2010 LTI Program (discussed below), the
Compensation Committee conducted its annual salary review of the executive
officers who were named in the Company’s 2009 Proxy Statement (the “Named
Executive Officers”), other than Mr. Blankenship whose annual salary is set
forth in a letter agreement dated November 13, 2007 between the Company and
Mr. Blankenship and other than Mr. Phillips whose salary is set forth in an
Employment and Change in Control Agreement between the Company and Mr. Phillips
dated November 10, 2008, and other key employees. On November 9, 2009, the
Board of Directors approved the recommendations of the Compensation Committee.
The only Named Executive Officer whose salary was changed was John C. Adkins,
the Company’s Senior Vice President and Chief Operating Officer, whose
compensation will become $450,000 effective January 1, 2010.
2010 Long Term Incentive Award
Program
On
November 8, 2009, the Compensation Committee of the Company’s Board of
Directors approved, and on November 9, 2009, the Board of Directors
ratified, the terms and conditions of the Company’s 2010 Long Term Incentive
Award Program (the “2010 LTI Program”) and the participants included in such
program. The 2010 LTI Program grants varying amounts of stock options,
restricted stock, restricted units and cash incentive awards to the Named
Executive Officers and other key employees of the Company. Stock options,
restricted stock, restricted units and cash incentive awards are granted under
the Company’s 2006 Stock and Incentive Compensation Plan, as amended from
time to time (the “2006 Plan”).
Pursuant
to the terms of the 2010 LTI Program, one-third of the grant of stock options
shall vest and become exercisable annually on each November 9 beginning in
2010. Any unvested amounts shall vest and become immediately exercisable
upon (i) termination by reason of retirement, death or permanent and total
disability, as determined in accordance with the Company’s applicable personnel
policies or (ii) if any participant’s employment is terminated by the
Company or an affiliate of the Company without Cause (as defined in the form of
stock option agreement) within two years following a Change in Control of the
Company (as defined in the 2006 Plan). A form of stock option agreement for
the Named Executive Officers is attached hereto as Exhibit 10.2 and is hereby
incorporated into this Item 5.02.
One-third
of the grants of restricted stock shall vest and become free of restrictions
annually on each November 9 beginning in 2010. One-third of the grants of
restricted units shall vest and become payable in cash annually on each
November 9 beginning in 2010. Any unvested amounts of restricted stock and
restricted units shall vest and become immediately transferable upon
(i) termination by reason of death or permanent and total disability, as
determined in accordance with the Company’s applicable personnel policies or
(ii) if any participant’s employment is terminated by the Company or an
affiliate of the Company without Cause (as defined in the form of
restricted stock agreement) within two years following a Change in Control of
the Company (as defined in the 2006 Plan). A form of restricted stock
agreement and a form of restricted unit agreement for the Named Executive
Officers are attached hereto as Exhibits 10.3 and 10.4, respectively, and are
hereby incorporated into this Item 5.02.
The
grants of cash incentive awards shall be paid on or about March 31, 2013 if
certain performance targets are met for fiscal years 2010, 2011 and 2012 (the
“Earnout Period”), based on earnings before taxes (EBT) or earnings before
interest, taxes, depreciation and amortization (EBITDA), depending upon the
category in which an executive officer is placed. The cash incentive awards
for all of the Named Executive Officers, except for Mr. Phillips, as well
as for certain other executive officers are based upon EBT and the cash
incentive awards for all other recipients are based upon EBITDA. In lieu of
being granted a cash incentive award if certain performance targets are met,
Mr. Phillips was awarded the value of his cash incentive award target in
restricted stock and restricted units. A form of cash incentive award
agreement based on EBT and a form of cash incentive award agreement based on
EBITDA are attached hereto as Exhibits 10.5 and 10.6, respectively, and are
hereby incorporated into this Item 5.02. The target amounts shall be
payable if the participant’s employment is terminated without Cause (as defined
in the cash incentive award agreements) on or after November 9, 2009
through the Earnout Period by the Company or an affiliate of the Company within
two years after a Change in Control of the Company (as defined in the 2006 Plan)
that occurs on or after November 9, 2009 through the Earnout Period. If a
participant’s employment is terminated during the Earnout Period as a result of
death or permanent and total disability, then the participant will be entitled
to a pro rata portion of the incentive cash award which ultimately becomes
payable based upon the period of the participant’s employment during the Earnout
Period. The Compensation Committee will determine whether the financial targets
have been achieved for such period.
2010 Bonus
Program
On
November 8, 2009, the Compensation Committee of the Company’s Board of
Directors approved, and on November 9, 2009 the Board of Directors
ratified, the terms of the 2010 Bonus Program (the “2010 Bonus Program”). The
2010 Bonus Program provides a cash target award to key employees of the Company
and the Named Executive Officers, with the exception of Mr. Blankenship and Mr.
Phillips whose annual bonuses are set forth in their employment
agreements.
The cash
target awards are based on Company performance, individual performance, and for
selected participants, performance goals specifically tailored to a
participant’s job function and oversight responsibilities. For participants
without specifically tailored performance goals, 75% of the cash target award is
based on the achievement of certain levels of earnings before interest and taxes
(“EBIT”) for fiscal year 2010 and 25% of the cash target award is based on the
discretion of the Compensation Committee. For participants with specific
performance goals, 50% of the cash target award is tied to specific performance
criteria set by the Compensation Committee, 25% is tied to the achievement of
certain levels of EBIT set by the Compensation Committee, and 25% is based on
the discretion of the Compensation Committee. Depending on whether the Company
performance targets and, for those with specifically tailored performance goals,
specific performance criteria targets, are met, or to what degree the targets
are exceeded, and depending on whether the Compensation Committee makes a
discretionary award to a participant, a participant may not receive a cash award
at all or may receive up to a maximum of two times his or her cash target
award.
The
criteria selected for specific performance goals under the 2010 Bonus Program
may include safety performance, earnings per share, net coal sales, tons
acquired, tons shipped, reduction of cash costs per ton, reduction of produced
labor cost per ton, productivity of continuous miners (in terms of feet per
shift), productivity of longwalls (in terms of feet of retreat per longwall per
day), surface mining productivity (in terms of produced tons released and tons
per man hour), idled asset sales, financial liquidity, and medical costs
containment. The criteria selected for specific performance goals under the 2010
Bonus Program shall be set before the end of 2009. The Compensation
Committee shall set low, mid, and high targets for each of the foregoing
criteria. Each of the Named Executive Officers shall be provided with
specific performance goals once they have been set.
The cash
bonus target awards approved for the Named Executive Officers for 2010, other
than Mr. Blankenship, whose annual bonus is set forth in the Letter
Agreement, are as follows:
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Target Bonus Award
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Baxter
F. Phillips, Jr.
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$
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455,000
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J.
Christopher Adkins
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$
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455,000
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Michael
K. Snelling
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$
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210,000
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Eric
B. Tolbert
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$
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60,000
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Item 8.01.
Other Events
Announcement
of 2010 Annual Stockholders’ Meeting
The
Company’s 2010 Annual Stockholders’ Meeting will be held on May 18, 2010,
at 9:00 a.m. E.T. in Richmond, Virginia at the Jefferson Hotel.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
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10.1
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Massey
Energy Company Non-Employee Director Compensation Summary (as Amended and
Restated Effective November 9, 2009)
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10.2
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Form
of stock option agreement under the Massey Energy Company 2006 Stock and
Incentive Compensation Plan.
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10.3
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Form
of restricted stock agreement under the Massey Energy Company 2006 Stock
and Incentive Compensation Plan.
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10.4
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Form
of restricted unit agreement under the Massey Energy Company 2006 Stock
and Incentive Compensation Plan.
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10.5
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Form
of cash incentive award agreement based on earnings before taxes under the
Massey Energy Company 2006 Stock and Incentive Compensation
Plan.
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10.6
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Form
of cash incentive award agreement based on earnings before interest,
taxes, deprecation and amortization under the Massey Energy Company 2006
Stock and Incentive Compensation
Plan.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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MASSEY
ENERGY COMPANY
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Date:
November 16, 2009
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By:
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Name:
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Richard
R. Grinnan
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Title:
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Vice
President and Corporate Secretary
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Exhibit
Index
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Exhibit
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10.1
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Massey
Energy Company Non-Employee Director Compensation Summary (as Amended and
Restated Effective November 9, 2009)
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10.2
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Form
of stock option agreement under the Massey Energy Company 2006 Stock and
Incentive Compensation Plan.
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10.3
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Form
of restricted stock agreement under the Massey Energy Company 2006 Stock
and Incentive Compensation Plan.
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10.4
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Form
of restricted unit agreement under the Massey Energy Company 2006 Stock
and Incentive Compensation Plan.
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10.5
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Form
of cash incentive award agreement based on earnings before taxes under the
Massey Energy Company 2006 Stock and Incentive Compensation
Plan.
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10.6
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Form
of cash incentive award agreement based on earnings before interest,
taxes, deprecation and amortization under the Massey Energy Company 2006
Stock and Incentive Compensation
Plan.
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