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): April 16, 2010 (April 14, 2010)
MASSEY ENERGY COMPANY
(Exact Name of Registrant as Specified in Its Charter)
| | | | |
| Delaware | | 1-7775
| | 95-0740960 |
| (State of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
4 North 4th Street, Richmond, Virginia 23219
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (804) 788-1800
N/A
(Former name, former address and former fiscal year, if changed since last report date)
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:
| ¨ | 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)) |
At its meeting on April 14, 2010, the Board of Directors of Massey Energy Company (the “Company”) adopted a director resignation policy (the “Director Resignation Policy”) to be incorporated into the Company’s Corporate Governance Guidelines (the “Guidelines”), which are posted on the Company’s website. The Director Resignation Policy provides, in pertinent part, that any nominee for director in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election must promptly tender his or her resignation to the Board of Directors for consideration in accordance with the procedures set forth in the Guidelines. The Company’s Governance and Nominating Committee (the “Committee”) will then evaluate the best interests of the Company and its stockholders and will recommend to the Board of Directors the action to be taken with respect to the tendered resignation. Following the Board of Directors’ determination, the Company will promptly publicly disclose the Board of Directors’ decision of whether or not to accept the resignation and an explanation of how the decision was reached, including, if applicable, the reasons for rejecting the resignation.
The Director Resignation Policy is set forth on Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| | 99.1 | Director Resignation Policy |
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.
| | | | | | |
| | | | MASSEY ENERGY COMPANY |
| | | |
| Date: April 16, 2010 | | | | By: | | /s/ Richard R. Grinnan |
| | | | | | Richard R. Grinnan |
| | | | | | Vice President and Corporate Secretary |
Exhibit Index
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Director Resignation Policy |
