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): September 19, 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) |
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 19, 2012, the Board of Directors (the “Board”) of Patriot Coal Corporation (“Patriot”) approved management changes to Patriot’s finance team. Effective September 21, 2012, the Board appointed Mark N. Schroeder Senior Vice President of Financial Planning and John E. Lushefski, a member of the Board, to succeed Mr. Schroeder as Senior Vice President & Chief Financial Officer and Principal Accounting Officer. In addition, Mr. Lushefski notified the Board of his resignation from the Board, effective September 21, 2012.
Mr. Lushefski, age 56, joined the Board in October 2007. From 2005 until September 2012, Mr. Lushefski was a senior consultant providing strategic, business development and financial advice to public and private companies. He has substantial coal industry experience and a global background in treasury, tax, accounting, strategic planning, information technology, human resources, investor relations and business development. From 1996 until December 2004, he served as Chief Financial Officer of Millennium Chemicals Inc., a NYSE-listed international chemicals manufacturer that was spun off from Hanson PLC. He also served as Senior Vice President & Chief Financial Officer of Hanson Industries Inc. from 1995 to 1996, and as Vice President & Chief Financial Officer of Peabody Holding Company, Inc. from 1991 to 1995. Prior to joining Hanson in 1985, he was an Audit Manager with Price Waterhouse LLP, New York. There are no arrangements or understandings between Mr. Lushefski and any other persons pursuant to which he was selected as an officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Lushefski will receive an annual base salary of $575,000. He will be eligible for an annual performance-based cash bonus pursuant to an incentive plan that will be subject to Bankruptcy Court approval. Mr. Lushefski’s bonus for the 2012 calendar year will be prorated based on the number of weeks that he is employed in 2012.
On September 21, 2012, Patriot issued a press release announcing these management changes. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release issued by Patriot Coal Corporation dated September 21, 2012. | |
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: September 25, 2012
| PATRIOT COAL CORPORATION | ||
By: | /s/ Joseph W. Bean | |
| Joseph W. Bean | ||
| Senior Vice President – Law and Administration and General Counsel | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release issued by Patriot Coal Corporation dated September 21, 2012. | |