btu-20230322

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 2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 4, 2023

PROXY STATEMENT

2023

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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 4, 2023

Peabody Energy Corporation (“Peabody” or the “Company”) will hold its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) at Peabody Plaza, 701 Market Street, St. Louis, Missouri 63101 and virtually via the internet at www.virtualshareholdermeeting.com/BTU2023 on Thursday, May 4, 2023, 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 2023; and

4.Transact any other business as may properly come before the 2023 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 9, 2023, as the record date for determining stockholders of Peabody entitled to receive notice of and vote at the 2023 Annual Meeting and any adjournment or postponement thereof.

We strongly encourage you to vote your shares by proxy prior to the 2023 Annual Meeting and, if you plan to attend the 2023 Annual Meeting, to consider doing so virtually via the internet. 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 2023 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 23, 2023

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 4, 2023. The Notice of Annual Meeting, Proxy Statement, and Annual Report for the fiscal year ended December 31, 2022, are available at www.proxyvote.com.


IMPORTANT NOTICE REGARDING IN-PERSON ADMISSION TO THE 2023 ANNUAL MEETING We ask that stockholders or their legal proxy holders who wish to attend the 2023 Annual Meeting in person preregister with Peabody’s Investor Relations Department no later than 5:00 p.m. Central Time on Friday, April 28, 2023. Only those persons who are verified stockholders as of the Record Date or hold a proxy authorized by an authorized shareholder as of the Record Date will be permitted admittance to the meeting. For complete instructions for preregistering, see page 75 of this Proxy Statement.

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Dear Fellow Stockholder:

It is my pleasure to invite you to attend the 2023 Annual Meeting of Stockholders on Thursday, May 4, 2023. We will again be hosting a hybrid annual meeting this year in St. Louis, Missouri, and online.

As I reflect back on 2022, it was a record year for Peabody in many ways. Your company earned a record $1,297 million in net income attributable to common stockholders and Adjusted EBITDA of $1,845 million while generating Free Cash Flow of $1,145 million. The Russian invasion of Ukraine has made access to secure and reliable energy critical across the globe. This has created strong demand for our products in an increasingly constrained supply environment. As a result of the sound financial performance, we were able to retire all senior secured debt, setting your company on a firm foundation for the future.

At Peabody, safety is a way of life, our first value, and a leading measure of excellence. In 2022, we achieved our lowest ever annual global injury rate and had zero reportable incidents at three of our mines. We approach safety as a process and a passion, supporting our goal of an incident-free workplace through a culture of innovation, accountability, and continuous improvement at all levels of the organization.

As your Board, we recognize that continued long-term success involves much more than just financial results. We are taking steps to ensure that our approach to environmental, social, and governance (“ESG”) practices delivers further value across our business and to our stockholders. This year we had very effective mine reclamation efforts and were able to reclaim 1.5 acres for every acre disturbed in the U.S. and 1.25 acres including the Australia operations. Our commitment to sustainability shapes Peabody’s strategy for the future and I would encourage you to learn more about these commitments and progress in this year’s ESG report.

There is no question that our people are our greatest assets. In 2022, Peabody launched a new operations leadership development program to equip our supervisors to be great managers. Over 90 supervisors and front-line leaders in our mines have completed the training, with 200-300 expected to participate in 2023. This year, we will push this leadership training further into the organization as a means to better develop and retain our exceptionally talented employees.

As a leading, modern, global coal company, Peabody understands that leadership and stewardship go hand in hand. Global conflict, weather events, and the ongoing impact of the pandemic have brought access to affordable, reliable, and secure energy and steel into sharp focus across the globe. We believe coal will remain an essential component of the diverse energy mix needed to power the world.

Peabody’s employees and the Board of Directors recognize the important role we play in delivering products that support economic prosperity and improved quality of life. We remain committed to generating value for our stockholders and continuing 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

202 3 Annual Meeting Overview			1

Roadmap of Voting Matters			1

Governance Highlights			2

Director Nominees			5

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			17

Committee Overview			17

Director Attendance			22

Board’s Role in Risk Oversight			22

Board Independence			23

Board Leadership Structure			23

Corporate Governance			24

Director Compensation			26

COMPENSATION DISCUSSION AND ANALYSIS			29

Overview			30

202 2 Named Executive Officers			30

Business Highlights for 2022			30

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

202 2 Executive Compensation Program Structure			32

Process for Determining 2022 NEO Compensation			32

202 2 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			53

PAY VERSUS PERFORMANCE DISCLOSURE			54

PROPOSAL 2 – ADVISORY APPROVAL OF THE COMPANY’S NAMED EXECUTIVE OFFICERS’ COMPENSATION			60

AUDIT COMMITTEE REPORT			59

AUDIT FEES			61

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AUDIT COMMITTEE CHAIR’S LETTER			63

PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			64

STOCK OWNERSHIP			65

SEC Form DEF 14A filed by Peabody Energy Corporation