Document

DEF 14A 1 a2022proxystatementforfili.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________________

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

_________________________________________________________________


Filed by the Registrant x
Filed by a Party other than the Registrant o


Check the appropriate box:
o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to §240.14a-12

PEABODY ENERGY CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)


Payment of Filing Fee (Check all boxes that apply):
x			No fee required
o			Fee paid previously with preliminary materials
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 5, 2022

PROXY STATEMENT

2022

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Our mission is to create superior value for shareholders as the leading global supplier of coal, which enables economic prosperity and a better quality of life.

Our Values

•Safety: We commit to safety and health as a way of life.

•Customer Focus: We provide customers with quality products and excellent service.

•Leadership: We have the courage to lead, and do so through inspiration, innovation, collaboration, and execution.

•People: We offer an inclusive work environment and engage, recognize, and develop employees.

•Excellence: We are accountable for our own success. We operate cost-competitive mines by applying continuous improvement and technology-driven solutions.

•Integrity: We act in an honest and ethical manner.

•Sustainability: We take responsibility for the environment, benefit our communities, and restore the land for generations that follow.

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Peabody Plaza

701 Market Street

St. Louis, Missouri 63101

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 5, 2022

Peabody Energy Corporation (“Peabody” or the “Company”) will hold its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) at the Marriott St. Louis West, 660 Maryville Centre Drive, St. Louis, Missouri 63141 and virtually via the internet at www.virtualshareholdermeeting.com/BTU2022 on Thursday, May 5, 2022, at 9:00 a.m. Central Time to:

1.Elect nine directors for a one-year term;

2.Approve, on an advisory basis, our named executive officers’ compensation;

3.Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022; and

4.Transact any other business as may properly come before the 2022 Annual Meeting and any adjournment or postponement thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this notice. The Board of Directors has fixed the close of business on March 10, 2022, as the record date for determining stockholders of Peabody entitled to receive notice of and vote at the 2022 Annual Meeting and any adjournment or postponement thereof.

In light of potential concerns relating to the coronavirus (COVID-19), we strongly encourage you to vote your shares by proxy prior to the 2022 Annual Meeting and, if you plan to attend the 2022 Annual Meeting, to consider doing so virtually via the internet. If we determine it is not possible or advisable to allow stockholders to attend the 2022 Annual Meeting in person, we will announce the decision to hold the meeting virtually only over the internet in advance. Whether you attend the meeting in person or virtually, you will be able to vote your shares and participate in the meeting.

WHETHER OR NOT YOU EXPECT TO ATTEND THE 2022 ANNUAL MEETING IN PERSON OR VIRTUALLY VIA THE INTERNET, WE URGE YOU TO VOTE YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET, AS PROVIDED IN THE ENCLOSED MATERIALS. IF YOU REQUESTED A PROXY CARD BY MAIL, YOU MAY SIGN, DATE, AND MAIL THE PROXY CARD IN THE ENVELOPE PROVIDED.


			By Order of the Board of Directors,

			Scott T. Jarboe
			Chief Administrative Officer and Corporate Secretary

March 24, 2022

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 5, 2022. The Notice of Annual Meeting, Proxy Statement, and Annual Report for the fiscal year ended December 31, 2021, are available at www.proxyvote.com.


IMPORTANT NOTICE REGARDING ADMISSION TO THE 2022 ANNUAL MEETING We ask that stockholders or their legal proxy holders who wish to attend the 2022 Annual Meeting preregister with Peabody’s Investor Relations Department no later than 5:00 p.m. Central Time on Friday, April 29, 2022. For complete instructions for preregistering, see page 72 of this Proxy Statement.

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Dear Fellow Stockholder:

It is my pleasure to invite you to attend the 2022 Annual Meeting of Stockholders on Thursday, May 5, 2022. We will again be hosting a hybrid annual meeting this year in St. Louis, Missouri, and online.

2021 was a pivotal year for Peabody, despite the pressures that COVID-19 and its variants continue to inflict on global economies. Your Company earned $360 million in income attributable to common shareholders and Adjusted EBITDA* of $917 million while generating Free Cash Flow* of $289 million. In the second half of 2021, as economies around the world began recovering from the impacts of COVID, there was a robust increase in demand and price for our products globally. The Company was able to benefit from this resurgence of demand, with our operations positioned to deliver our essential products and capture price improvements while keeping focused on working safely and responsibly. As a result, from a total shareholder return perspective, shares of BTU gained more than 300% over the full year, reflecting our improved financial position and future prospects.

This year, we continued to advance actions to position the Company for a bright future and to be resilient in all market cycles. In 2021 we further improved our capital structure with $270 million of net proceeds generated through at-the-market common share issuances which were used to reduce the Company’s senior secured debt levels; also, through open market purchases and debt-for-equity exchanges, the Company reduced principal debt by more than $400 million in the year. We continued initiatives to improve cost per ton and to achieve productivity efficiencies across the platform and we put in place programs to attract and retain the right team for the future of our Company.

At Peabody, we recognize that the success of our business and our responsibility goes beyond the financial statements. As a result, we are driving a holistic approach to environmental, social, and governance (“ESG”) practices to deliver further value across our business and to our stakeholders. Our Board of Directors, with its very diverse set of skills and experiences, has ultimate oversight for our ESG initiatives, progress, and risk assessments.

This holistic approach has led us to enhance our ESG program to better describe our Company's commitment to the energy transition to net-zero emissions, recognizing the effects of climate change, acknowledging our role in reducing our greenhouse gas emissions and committing to establishing and reporting on specific, measurable short-term goals for Scope 1 and 2 emissions reductions. In 2021 we stood up a group of dedicated ESG resources to develop processes and programs to support these ambitions and goals. I invite you to review the Company’s commitments and progress in our upcoming annual ESG Report and existing Statement on Climate Change.

In 2021 our Company achieved its lowest global injury rate in the last twenty years with two of our operations reporting zero incidents. During the year, we had bond releases approved on over 7,000 acres of reclaimed land and our El Segundo Mine received the 2021 Excellence in Reclamation Award from the New Mexico Mining and Minerals Division.

Since our last annual meeting, we have continued to provide strong governance oversight on compensation, financial planning, compliance reporting, strategy, and risk management. Importantly, in June 2021 we completed a comprehensive process to identify the talent needed to advance our Company objectives into the future; we were pleased to welcome Jim Grech to our leadership team as our President and Chief Executive Officer and member of the Company’s Board of Directors and the Executive Committee of the Board. Mr. Grech brings not only substantial operational, commercial, and financial experience in the coal and natural gas industries, but also in utilities and capital markets.

We believe that coal will continue to be essential in the production of affordable, reliable energy and steel for building brighter futures - we will continue to strengthen our position by aligning our strategy and practices with the goals of our stakeholders and remaining focused on creating value. We remain committed to generating

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value through reweighing investments toward seaborne markets, maximizing U.S. thermal asset cash generation, and enhancing our financial strength through debt reductions. This focus, coupled with our commitment to sustainability, will continue to drive the future success of our business.

Thank you for your time and ongoing support of Peabody.



Bob Malone
Chair of the Board

*Adjusted EBITDA and Free Cash Flow are not recognized terms under GAAP. These measures are defined and reconciled to the nearest GAAP measure in Appendix B to this proxy statement.

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TABLE OF CONTENTS


PROXY SUMMARY			1

2022 Annual Meeting Overview			1

Roadmap of Voting Matters			1

Governance Highlights			2

Director Nominees			4

Organizational Re-Alignment			6

Executive Compensation Highlights			6

Board Responsiveness to Stockholders			7

Summary of Certain Executive Compensation Practices			8

Questions and Answers			8

PROPOSAL 1 – ELECTION OF DIRECTORS			9

Overview of Director Election Process			9

Director Selection and Evaluation Process			13

ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS			18

Committee Overview			18

Director Attendance			23

Board’s Role in Risk Oversight			23

Board Independence			24

Board Leadership Structure			24

Corporate Governance			25

Director Compensation			26

COMPENSATION DISCUSSION AND ANALYSIS			29

Overview			30

2021 Named Executive Officers			30

Business Highlights for 2021			30

Response to Last Year’s Say-on-Pay Vote			31

202 1 Executive Compensation Program Structure			32

Process for Determining 2021 NEO Compensation			32

202 1 NEO Compensation Determinations and Outcomes			34

Executive Compensation Policies and Practices			40

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			42

COMPENSATION COMMITTEE REPORT			43

RISK ASSESSMENT IN COMPENSATION PROGRAMS			44

EXECUTIVE COMPENSATION TABLES			45

PAY RATIO DISCLOSURE			55

PROPOSAL 2 – ADVISORY APPROVAL OF THE COMPANY’S NAMED EXECUTIVE OFFICERS’ COMPENSATION			56

AUDIT COMMITTEE REPORT			57

AUDIT FEES			58

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AUDIT COMMITTEE CHAIR’S LETTER			60

PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			61

STOCK OWNERSHIP			62

Security Ownership of Directors and Management and Certain Beneficial Owners			62

REVIEW OF RELATED PERSON TRANSACTIONS			64

Policy for Approval of Related Person Transactions			64

ADDITIONAL INFORMATION			65

Communications with the Board			65

Process for Stockholder Proposals and Director Nominations			65

Householding of Proxies			66

Additional Filings			66

Costs of Solicitation			67

OTHER BUSINESS			68

APPENDICES

Appendix A: Questions and Answers			69

Appendix B: Reconciliation of Certain Non-GAAP Measures			74

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PROXY SUMMARY

This summary highlights certain information contained in the Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding Peabody’s 2021 performance, please review Peabody’s Annual Report on Form 10-K for the year ended December 31, 2021. This Proxy Statement and related materials were first made available on the internet or mailed to stockholders on or about March 24, 2022.


2022 Annual Meeting Overview

Date and Time			May 5, 2022, at 9:00 a.m. Central Time

Place			Marriott St. Louis West, 660 Maryville Centre Drive, St. Louis, Missouri 63141 and online at www.virtualshareholdermeeting.com/BTU2022
Virtual Meeting			As part of our precautions regarding COVID-19, our meeting will be also available virtually on the Internet at www.virtualshareholdermeeting.com/BTU2022. If we determine it is not possible or advisable to allow stockholders to attend the 2022 Annual Meeting in person, we will announce the decision to hold the meeting virtually only over the internet in advance and provide stockholders with comprehensive information on their ability to participate in the meeting.

Record Date			March 10, 2022

Voting			Stockholders of record as of the close of business on the record date are entitled to vote. Each share of Common Stock of Peabody (“Common Stock”) is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.

Stock Outstanding on Record Date			138,260,325 shares of Common Stock

ROADMAP OF VOTING MATTERS

Stockholders are being asked to vote on the following matters at the 2022 Annual Meeting:


Proposal	Board Recommendation	More Information
1.Election of directors.	FOR each Nominee	Page 9
2.Advisory approval of Peabody’s named executive officers’ compensation.	FOR	Page 56
3.Ratification of the appointment of Ernst & Young LLP as Peabody’s independent registered public accounting firm for the fiscal year ending December 31, 2022.	FOR	Page 61


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GOVERNANCE HIGHLIGHTS

We are committed to good corporate governance, which we believe promotes the long-term interests of stockholders. The Corporate Governance section beginning on page 25 describes our governance framework, which includes the following highlights:


Governance Highlights

Board Practices			Stockholder Matters
✓ Non-Executive Chair			✓ Active and Ongoing Stockholder Outreach
✓ 9 of 10 Current Directors Are Independent			✓ Annual “Say-on-Pay” Advisory Vote
✓ Independent Board Committees			✓ Proxy Access Rights
✓ Regular Executive Sessions of Independent Directors			✓ Stockholder Right to Call Special Meeting
✓ Annual Election of All Directors			Other Best Practices
✓ Annual Board and Committee Evaluations			✓ Robust Stock Ownership Requirements
✓ Structured Process for Board’s Risk Oversight			✓ Prohibition on Hedging and Pledging Stock
✓ Majority Voting in Director Elections			✓ Executive Compensation Clawback Policy
✓ Limits on Outside Board Service			✓ Annual Report on CEO Succession Planning
✓ Diverse Backgrounds and Expertise of Directors

APPROACH TO ENVIRONMENTAL, SOCIAL, AND GOVERNANCE COMPONENTS

We recognize that the long-term success of our Company depends on more than merely focusing on financial metrics. As such, we take a holistic approach to Environmental, Social, and Governance (ESG) matters, focusing on supporting our customers and other stakeholders' ESG goals in order to generate value for our stockholders. Our commitment to sustainability underpins everything we do today and shapes our strategy for the future.

ESG is integrated into all areas of our business, from the boardroom to the coal face. Our Board has ultimate oversight for ESG initiatives, progress, and risk assessments, with our Nominating and Corporate Governance committee taking the organizing lead for the Board. The executive leadership team and senior management champion our practices, and our global workforce turns those good practices into meaningful changes.

Environmental: Our environmental approach is to focus on responsible coal mining with leading stewardship practices while creating value for our stakeholders. We begin with a deep appreciation and understanding for the land and communities where we operate. Before any mining activity starts, we complete comprehensive baseline studies of local ecosystems and land uses and incorporate our findings into detailed mine plans aimed at reducing potential impacts from our operations. We use industry-leading practices to make the most efficient use of natural resources. This includes a focus on reducing greenhouse gas intensity, conserving water, advancing recycling and waste management programs, and applying progressive land reclamation to lessen surface disturbance.

Society has a growing need for energy and a desire to reduce emissions, and we believe both goals can be achieved by embracing technology. As outlined in our enhanced Statement on Climate Change, which can be found at www.peabodyenergy.com under the Sustainability tab, Peabody recognizes that the effects of climate change must be addressed and that a concerted global effort is required to reduce greenhouse gas (GHG) emissions, including those resulting from the use of energy sources such as coal.

We acknowledge that, in collaboration with our various stakeholders, Peabody has a responsibility to reduce our GHG emissions to fulfill our company's ambition of achieving net-zero emissions by 2050. We commit to establish and report out on specific, measurable short-term targets that will move us along the path to this ambition. Our first incremental target is to reduce our Scope 1 and Scope 2 GHG emissions by 15 percent by 2026 from our 2018 base.


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Peabody is already taking direct actions to reduce emissions from our mining operations, as well as continuing to drive investment in the development and adoption of the low emissions technologies that will be critical for the world to reach its climate ambitions.

Importantly, we believe the transition to a net-zero emissions economy must balance the need for a timely transition with the necessity for affordable, reliable energy and steel.

We believe that applying emission reduction technology to existing resources and infrastructure must play a key role in reaching a net-zero future. Innovation, experimentation, and technology must be used to reduce emissions, including carbon capture and future carbon offset frameworks.

Social: Our social approach is grounded in our belief that our people are key to a better business and a better society. At Peabody, we begin by creating a strong, united workforce with a commitment to safety as a way of life. Safety is our first value and leading measure of excellence. We approach safety with both vigilance and humility, understanding that incident-free workplaces can be achieved only by accountability and continuous improvement at all levels of our organization.

We seek a workforce that is comprised of diverse backgrounds, thoughts, and experiences as a means to drive innovation and excellence within our business, and we have formalized inclusion programs and training in policy and practice. Our Company strives to attract and retain the best people, and to develop their potential and their skills to address the business' important initiatives and activities. We believe in fostering an inclusive work environment built on mutual trust, respect, and engagement. And we invest in our employees through health and wellness programs, competitive total rewards packages, and development opportunities. And we actively seek our employees' feedback — including through surveys and focus groups — on our Employee Value Proposition.

We endeavor to engage with our organized workforce and foster strong relationships with those organizations built on trust and communication, which was evidenced in 2021 by successful labor negotiations at our Metropolitan, Shoal Creek, Wambo Underground, and Wilpinjong mines.

Peabody works to develop strong, respectful, and collaborative relationships with Indigenous people wherever we operate based upon comprehensive engagement and communication at the site level. In addition, we offer philanthropic support to organizations that our people and communities support.

Governance: Our governance approach provides the framework for how we drive performance and reaches far beyond what we are required to do — to what is right to do. Integrity is embedded in our corporate culture and facilitates ethical decision-making, allows us to build trust among stakeholders, and supports stability within the business. This culture is an expectation that is communicated in our Code of Business Conduct and Ethics and related anti-corruption policies as well as to our suppliers through our Vendor Code of Conduct.

These policies and procedures support compliance with local, state, federal, tribal, and international laws and regulations, including securities requirements, to promote the best interests of the enterprise and enhance our reputation as a world-class, responsible mining company. Our governance practices include, but are not limited to, an independent non-executive Board chair; a majority independent Board; independent Board committees; regular executive sessions of independent directors; annual election of all directors; annual Board and committee evaluations; a structured process for Board risk oversight; majority voting in director elections; diverse backgrounds and expertise of directors; annual “Say-on-Pay” advisory voting; proxy access rights; and robust stock ownership requirements. We believe our executive compensation program is consistent with best practices, aligns management with stockholders, and incorporates ESG metrics. Our approach to corporate governance also focuses on identifying, managing, and mitigating risk. Our Board of Directors oversees an enterprise-wide assessment of risks to appropriately manage and achieve organizational objectives to drive long-term stockholder value.

Additional information regarding our ESG approach and progress can be found within our annual ESG report available at www.peabodyenergy.com/Peabody/media/MediaLibrary/Sustainability/2020-Peabody-ESG-FINAL.pdf. Our annual ESG Report is reviewed by Peabody’s Board of Directors and Executive Leadership Team. Our website and our ESG Report are not incorporated by reference and should not be considered part of this proxy statement.


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Diversity & Inclusion

Peabody is an equal opportunity employer and, in addition, one of our core values is to offer an inclusive workplace. Our policies and practices support diversity of thought, perspective, sexual orientation, gender, gender identity and expression, race, ethnicity, culture, and professional experience, among others.

Peabody actively supports inclusion and diversity initiatives, including implementing inclusive leader and unconscious bias education to enable the workforce to begin recognizing, acknowledging, and minimizing potential blind spots in interactions with others, while managing more effectively in today’s workplace. Our employees have the right to report issues in a safe and anonymous manner when necessary through our third-party-managed "Tell Peabody" reporting platform, and Peabody has an established process for employees to raise concerns with legal protection. Furthermore, we are committed to continuing our journey toward greater awareness and actions in support of workforce diversity.

United Nations Global Compact

In early 2019, Peabody became a signatory to the United Nations Global Compact, the world’s largest global corporate sustainability initiative. The UN Global Compact provides a universal framework for sustainability in the areas of human rights, labor, environment, and anti-corruption. We endeavor to incorporate the UN Global Compact and its principles in our strategy, culture, and operations and will work to support collaborative projects, which advance the broader development goals of the United Nations and are in line with our mission and values. We reaffirmed our support of the Ten Principles of the UN Global Compact in the areas of human rights, labor, environment, and anti-corruption. We describe our actions to integrate the UN Global Compact and its principles into our business strategy, culture, and operations in our annual Communications on Progress included within our 2020 ESG Report available on our website.


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DIRECTOR NOMINEES


Snapshot of 2022 Director Nominees

Bob Malone Chair of the Board Director since 2009 Executive Chairman, President and Chief Executive Officer of First Sonora Bancshares, Inc., and Chairman, President and Chief Executive Officer of the First National Bank of Sonora, Texas Other Public Company Boards: 3	Samantha B. Algaze Director since 2020 Portfolio Manager at Elliott Investment Management L.P. Other Public Company Boards: 0	Andrea E. Bertone Director since 2019 Former President of Duke Energy International, LLC (Retired) Other Public Company Boards: 2

William H. Champion Director since 2020 Former Principal of Gladiator Mining Group (Retired) and Former Managing Director, Rio Tinto Coal Australia (Retired) Other Public Company Boards: 1	Nicholas J. Chirekos Director since 2017 Former Managing Director, North America Head of Mining, J.P. Morgan Securities Inc. (Retired) Other Public Company Boards: 1	Stephen E. Gorman Director since 2017 Former Chief Executive Officer of Air Methods Corporation (Retired) Other Public Company Boards: 1


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James C. Grech D

SEC Form DEF 14A filed by Peabody Energy Corporation