UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantx Filed by a Party other than the Registrant¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
MASSEY ENERGY COMPANY
(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 the appropriate box):
| ¨ | Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| | (1) | Title of each class of securities to which transaction applies: |
| | (2) | Aggregate number of securities to which transaction applies: |
| | (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | (4) | Proposed maximum aggregate value of transaction: |
| ¨ | Fee paid previously with preliminary materials: |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| | (1) | Amount previously paid: |
| | (2) | Form, Schedule or Registration Statement No.: |
The following letter was sent to shareholders of Massey Energy Company on May 8, 2006.
MASSEY ENERGY COMPANY
4 North 4th Street,
Richmond, VA 23219
URGENT MESSAGE FROM YOUR BOARD OF DIRECTORS
May 8, 2006
Dear Fellow Shareholder,
Our Annual Meeting of Shareholders is fast approaching and your vote is important to Massey Energy’s future. We urge you to support your current Board of Directors by voting todayFOR all of the proposals on the enclosedBLUE proxy card. TheBLUEproxy card is from your Board of Directors while the white proxy card is from Third Point, LLC, a dissident shareholder. To avoid any confusion, we strongly recommend that youthrowawayanywhiteproxycards that you receive from Third Point. Remember that only yourlatest dated proxywill determine how your shares are to be voted at the Annual Meeting of Shareholders.
TO PROTECT YOUR INVESTMENT, WE URGE YOU TO
VOTEFOR ALL PROPOSALS ON MASSEY ENERGY’SBLUE PROXY CARD TODAY
| | • | | Massey’s current Board is committed to a business strategy that is focused on building long-term value for shareholders |
| | • | | Massey’s Board has repeatedly demonstrated its responsiveness to shareholder concerns |
| | • | | Massey’s Board nominees have a wealth of experience in the coal, energy and other industries, as business leaders and directors of public companies and other organizations |
| | • | | Massey’s Board believes that a change in the Board or management at this time would be disruptive to the Company’s efforts to create and maintain long-term shareholder value |
| | • | | Massey’s current Board and management have implemented a long-term strategy that has built a successful and profitable company that: |
| | • | | Has a low level of long-term liabilities compared to peers and a strong balance sheet |
| | • | | Positioned Massey as a leading producer and holder of reserves in Central Appalachia |
| | • | | Initiated a $50 million stock repurchase |
| | • | | Authorized $500 million in stock repurchase with future free cash flow |
Do not be confused by Third Point’s repeated requests to vote the white proxy card for anyone other than our three independent and highly qualified directors, Dr. John C. Baldwin, Mr. James B. Crawford, and Chancellor E. Gordon Gee, all of whom are committed to enhancing long-term shareholder value for all investors.
Glass, Lewis & Co., LLC, a leading investment research and proxy advisory firm focused on helping institutional investors make informed investment and proxy voting decisions, recommends votingFOR our nominees on theBLUE proxy card. Institutional Shareholder Services, another independent proxy advisory firm, recommends that shareholders voteFOR the 2006 Stock and Incentive Compensation Plan, andWITHHOLD votes from Todd Swanson, one of Third Point’s nominees.
Electronic voting is available. To vote your sharesFOR the Company’s nominees by telephone or via the Internet, please follow the detailed instructions on the enclosedBLUEproxy card.Voting isfast and free to our investors. If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, The Altman Group, Toll Free at (800) 884-4705.
On behalf of your Board of Directors, thank you for your attention and continued support. We look forward to seeing you at the 2006 Annual Meeting of Shareholders of Massey Energy Company.
|
Sincerely, |
|
/s/ Don L. Blankenship |
Don L. Blankenship |
Chairman, Chief Executive Officer and President |
YOUR VOTE IS VERY IMPORTANT!
| | • | | To voteFOR your Company’s nominees, youMUSTvote the BLUEproxy card. |
| | • | | Your Board of Directors urges you toDISCARDanywhite proxy card that you receive from Third Point, LLC. A “WITHHOLD” vote on their white proxy card isNOTa vote for your Board’s nominees. |
| | • | | Even if you have previously voted on the white proxy card you can still support your Company’snominees byvotingFORonthe enclosedBLUEproxy cardtoday. |
| | • | | Remember – only yourlatest dated proxywill determine how your shares are to be voted at the Annual Meeting. |
| | • | | If any of your shares are held in the name of a bank, broker or other nominee, contact the party responsible for your account and direct them to vote your sharesFORyour Company’s nominees on theBLUEproxy cardas soon as possible. |
If you have questions or need assistance in voting your shares, please call:
The Altman Group, Inc.
Toll Free:800-884-4705
Banks and Brokerage Firms please call collect
201-806-7300
