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): May 20, 2014
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WESTMORELAND COAL COMPANY
(Exact Name of Registrant as Specified in Charter)
__________________________________________
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| | |
| Delaware | 001-11155 | 23-1128670 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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9540 South Maroon Circle, Suite 200 Englewood, CO | 80112 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (855) 922-6463
_______________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders was held virtually on May 20, 2014. As of the close of business on the record date for the meeting, which was March 24, 2014, there were 14,850,503 shares of common stock and 490,542 depositary shares outstanding and entitled to vote at the meeting. Each share of common stock and each depositary share was entitled to one vote per share. The final voting results for each of the proposals submitted to a vote of Company stockholders at the Annual Meeting are set forth below.
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| 1. | Proposal for the election of eight directors to the Board of Directors to serve for a one-year term. The following directors were elected based on the votes listed below: |
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| | | | | | | | | |
| Nominee | | For | | Withheld | | Broker Non-Vote |
| Keith E. Alessi | | 8,636,615 |
| | 109,583 |
| | 5,273,388 |
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| Gail E. Hamilton | | 8,633,458 |
| | 112,740 |
| | 5.273.388 |
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| Michael G. Hutchinson | | 8,640,649 |
| | 105,549 |
| | 5,273,388 |
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| Robert P. King | | 8,627,469 |
| | 118,729 |
| | 5,273,388 |
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| Richard M. Klingaman | | 8,635,823 |
| | 110,375 |
| | 5,273,388 |
|
| Craig R. Mackus | | 8,619,737 |
| | 126,461 |
| | 5,273,388 |
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| Jan B. Packwood | | 8,629,134 |
| | 117,064 |
| | 5,273,388 |
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| Robert C. Scharp | | 8,618,472 |
| | 127,726 |
| | 5,273,388 |
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| 2. | Proposal for the approval of the 2014 Equity Incentive Plan for Employees and Non-Employee Directors. The proposal passed on a vote of 8,648,956 in favor, which represented 98.88% of the votes cast on this proposal, 87,486 against, 9,756 abstentions, and 5,273,388 broker non-votes. |
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| 3. | Proposal for an advisory vote on executive compensation. The proposal passed on a vote of 8,635,895 in favor, which represented 98.73% of the votes cast on this proposal, 94,825 against, 15,478 abstentions, and 5,273,388 broker non-votes. |
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| 4. | Proposal for the ratification of the appointment by the Audit Committee of Ernst & Young LLP as principal independent auditor for fiscal year 2014. The proposal passed on a vote of 14,001,666 in favor, 5,420 against and 12,500 abstentions. |
In light of the stockholder vote in 2011, the Company has determined that it will hold a non-binding advisory vote to approve the Company's compensation of its named executive officers as disclosed in its annual meeting proxy statement (a “say-on-pay vote”) every year until it next holds a non-binding stockholder advisory vote on the frequency with which the Company should hold future say-on-pay votes, which vote will appear in the 2015 proxy statement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | WESTMORELAND COAL COMPANY |
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| Date: May 22, 2014 | By: | /s/ Jennifer S. Grafton |
| | | Jennifer S. Grafton General Counsel and Secretary |
