UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 10, 2012
Patriot Coal Corporation
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-33466 | | 20-5622045 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
12312 Olive Boulevard, Suite 400 St. Louis, Missouri | | 63141 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (314) 275-3600
Not Applicable
(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):
| ¨ | 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 5.07. Submission of Matters to a Vote of Security Holders.
Patriot Coal Corporation (the “Company”) held its annual meeting of stockholders on May 10, 2012 (the “Annual Meeting”). The stockholders of the Company voted on the following items at the Annual Meeting: 1) Election of Directors; 2) Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012; and 3) Advisory vote on executive compensation.
The following are the final voting results on each matter submitted to the Company’s stockholders at the Annual Meeting.
| | | | | | | | | | | | | | | | |
| | | For | | | Withheld | | | | | | Broker
Non-Votes | |
1. The election, for three-year terms, of all persons nominated for directors, as set forth in the Company’s 2012 Proxy Statement, was approved by the following votes: | | | | | | | | | | | | | | | | |
| | | | |
B. R. Brown | | | 37,557,883 | | | | 1,784,900 | | | | | | | | 29,532,666 | |
| | | | |
Irl F. Engelhardt | | | 34,071,511 | | | | 5,271,272 | | | | | | | | 29,532,666 | |
| | | | |
John E. Lushefski | | | 37,593,234 | | | | 1,749,549 | | | | | | | | 29,532,666 | |
| | | | |
| | | For | | | Against | | | Abstentions | | | Broker
Non-Votes | |
2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 was approved by the following vote: | | | 66,953,050 | | | | 1,481,858 | | | | 440,541 | | | | 0 | |
| | | | |
3. Proposal to approve, on an advisory basis, the executive compensation of the Company’s named executive officers, as set forth in the Company’s 2012 Proxy Statement, was approved by the following vote: | | | 36,738,210 | | | | 1,753,139 | | | | 851,434 | | | | 29,532,666 | |
SIGNATURES
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.
Dated: May 15, 2012
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| PATRIOT COAL CORPORATION |
| |
By: | | /s/ Mark N. Schroeder |
| | |
| | Mark N. Schroeder |
| | Senior Vice President & Chief Financial Officer |
