Alpha Appalachia (MEE) DEFA14A Additional proxy soliciting materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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¨ Preliminary Proxy Statement

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¨ 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):

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(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed:

The following information was prepared for and will be presented to RiskMetrics Group on April 30, 2010, and may be presented to shareholders, investors and analysts in the future.

SHAREHOLDER PRESENTATION

April 30, 2010

MASSEY ENERGY OVERVIEW

2

EBITDA in Millions*

Cash and Liquidity in Millions**

** $72 million in restricted cash posted as appeal bond for

Harman litigation reverted to cash in 2010 Q1.

•

#1 coal producer in Central

Appalachia

•

#5 coal producer in U.S. by

produced coal revenue

•

2.9B tons of total coal reserves

–

1.3B metallurgical coal

•

38.0M tons produced in 2009

•

31% of 2009 produced coal

revenue was from met coal

•

Strong cash generation and

balance sheet

* Please see disclaimer and Non-GAAP information on pages 22-24

MASSEY ENERGY OVERVIEW

•

Central Appalachia is relevant, and remains advantaged

•

Massey is well positioned to take advantage of met. coal opportunities

–

Atlantic Basin will continue to be a natural home for our exports

–

International markets (Indian Ocean and Pacific) are increasingly

becoming an attractive destination

–

Steam coal inventories are recovering

•

Massey is in a good position to acquire/consolidate Central Appalachia

–

Cumberland acquisition is validation of strategic focus

•

Massey short and long term prospects are bright and compare favorably

to other coal and energy platforms

3

NET DEBT TO CAPITALIZATION

0%

10%

20%

30%

40%

50%

60%

29.3%

Dec. 31

2006

Dec. 31

2007

Dec. 31

2008

Dec. 31

2009

•

Massey’s strong performance and prudent financial management allowed

us to improve our net debt position, despite the recent financial crisis

*Please

see

disclaimer

and

Non-Gaap

information

on

pages

22

-

24

4

STRONG FINANCIAL FOUNDATION

Massey has benefited from strong financial

management and leadership

–

The debt and equity we issued in August of 2008

provided our company with stability and security during

the global recession that emerged shortly thereafter and

prevailed throughout 2009

–

At March 31, 2010, we had cash and cash equivalents

totaling $1,162.9 million (see note).  This compared to

$665.8 million at December 31, 2009

–

Massey also had $98.6 million available under its asset-

based revolving credit facility for total liquidity of

$1,261.5 million at March 31, 2010 (see note)

–

Our total debt-to-book capitalization ratio was 42.4

percent at March 31, 2010 compared to 51.2 percent at

December 31, 2009

5

Since November 2000,

Massey’s market cap

value has risen from

$758M to $4.2B

Massey Energy employed

3,600 people in 2000;

today, it employs 6,950

Note:

Cash

and

liquidity

totals

were

prior

to

closing

of

the Cumberland acquisition on April 19, 2010. The cash

consideration for the acquisition was $640.0 million.

CULTURE OF SAFETY

“Safety is Job 1”

S-1

Culture

•

S-1 is not just a slogan, but a

vow

•

Corporate culture today

focuses on three priorities:

safety, ethics and excellence

•

Members are among the best

trained, most productive and

safest miners in the world

Board

•

The Board works to ensure

that we have in place a strong

process for identifying,

prioritizing, sourcing,

managing and monitoring our

critical risks

•

The Audit, Compensation,

Finance, Governance and

Nominating and Safety,

Environmental and Public

Policy Committees are each

responsible for risk oversight

within each committee’s area

of responsibility and regularly

report to the Board of

Directors

Management

•

Our Hazard Elimination

Committee, comprised of top

managers and chaired by the

COO, requires every violation

to be investigated and

reported on

•

Weekly, it regularly reviews

new violations and decides

upon actions that should be

taken, including the

disciplining of Massey

members

6

HISTORY OF SAFETY EXCELLENCE

•

Massey puts the safety of its members first

•

The amount of time lost to accidents at Massey Energy has bested

the

industry average for 17 of the last 19 years

•

Massey’s Non-Fatal Days Lost rate has shown constant improvement and

is far better than the industry average. At the end of March 2010, our

YTD NFDL rate was 0.79

•

Since 2005, Massey has spent more than $45M on underground safety

innovations –

above and beyond the regulatory requirements

•

In 2009, MSHA awarded Massey Energy three Sentinels of Safety Awards

–

the most ever received by a company in a single year

7

NFDL RATES OF MASSEY VS. INDUSTRY

0.00

2.00

4.00

6.00

8.00

10.00

12.00

Massey

Industry

•

Massey’s Non-Fatal Days Lost rate has consistently beaten industry

averages

8

UPDATE ON UPPER BIG BRANCH

•

The investigation is ongoing

–

MSHA, West Virginia and Massey inspection teams are being assembled to

determine the cause of the accident

•

Just days before the explosion, federal mine inspectors commented favorably

on conditions in the mine

–

From November 1, 2009 through April 4, 2010, there were seven D Orders

issued at UBB, an 80% reduction in rate from the previous seven months

–

From January 1, 2010 through April 4, there were zero lost-time accidents at

UBB

•

Clearly,

something

went

terribly

wrong

at

UBB.

It

is

simply

not

yet

known

what

it was

–

It is not known at this time what went wrong. Accusations that Massey Energy

is indifferent to safety could not be more wrong

9

COMMITMENT TO CORPORATE GOVERNANCE

•

We have taken aggressive steps over the last decade to keep pace

with

the evolving governance landscape and remain open to feedback

regarding best practices. In the last six years we have:

–

Lowered

the

mandatory

retirement

age

for

those

joining

the

board

after

January

1st,

2006

to age 74 from age 78

–

Capped severance agreement payouts for senior executive officers

–

Amended our equity plan to set minimum vesting periods and cap cash incentives

–

Developed an annual Corporate Social Responsibility Report

–

Instituted Stock Ownership Guidelines for our top 5 employees

–

Implemented a claw back provision that enables the company to reclaim any bonus paid to

an executive if the Board of Directors determines there was intentional misconduct that

led to a restatement of financial statements filed with the Securities and Exchange

Commission

–

Adopted a Director Resignation Policy, which is triggered if a director nominee fails to

secure a majority of shareholder votes

–

Invited shareholders to comment on board declassification and pledged to put it to a

formal vote in 2011 if there is majority support for such action

–

Reviewed

“related

transactions”

to

determine

board

independence

and

found

none

that

rose to the disclosure level set by the New York Stock Exchange

10

GOVERNANCE LEADERSHIP

•

Admiral Inman has assumed leadership of the Governance and

Nominating Committee

–

25 years of experience on the Massey Board of Directors

–

Lead Independent Director

–

Only current public corporate board

–

Previously served on corporate boards of Dell, Fluor, SAIC, SBC (now

AT&T), Temple-Inland, Oracle and Xerox

•

Lady Judge resigned her Massey board seat on April 14, 2010

–

She arrived at this decision independently and on the basis of issues

unrelated to her role at Massey

–

We do not believe the number of boards that a director serves on

should be a determining factor in a director’s eligibility to serve

–

Regardless –

this was CtW’s primary objection and it has been resolved

11

BOARD OVERSIGHT OF MANAGEMENT

•

Chairman & CEO Don Blankenship retains full confidence of the board

–

Making changes in the midst of a crisis is exceptionally high risk

–

When the crisis has subsided and we know the facts, we will maintain the

highest standard of accountability and responsibility

•

Mr. Blankenship has created significant shareholder value during

his tenure

–

In 1987, Massey Coal Company was worth an estimated $190M and had

approximately 1200 employees

–

November 2000 market cap of $758M, 3600 employees

–

April 2010 market cap of $4.2B, 6950 employees

•

The Board of Directors takes its oversight of management very seriously

–

Each committee is responsible for oversight in their area of expertise and

regularly reports to the Board of Directors

12

ENVIRONMENTAL AND REGULATORY COMPLIANCE

•

The board puts a priority on Safety and Environmental oversight

–

All directors participate in quarterly meetings of the Safety,

Environmental and Public Policy Committee

•

The Board of Directors strongly believes that deliberate resolution of

regulatory issues is in the best interest of shareholders

–

Decision to settle with EPA in 2008 was driven by our desire to avoid a

“confrontational”

battle with the agency that could have distracted

the company from its core business

–

Share price has appreciated over 43% since that January 2008

settlement

13

EXECUTIVE COMPENSATION PRINCIPLES

•

Our equity plan does not permit stock option repricing

or cash buyouts

•

We have never repriced

options or exchanged them for shares, options

or cash without shareholder approval

•

Our directors and CEO are subject to stock ownership guidelines

•

We have double trigger change in control agreements

•

We have implemented and disclosed a claw back provision

•

All directors own stock

•

The length of the employment agreement with the CEO is 2 years

14

BOARD DECLASSIFICATION

•

Massey recognizes the broader trend towards declassification and

is

open to consideration

•

We look forward to shareholder feedback on the declassification

proposal and are willing to put the issue to a formal vote in 2011 if

there is majority support

15

RELATED TRANSACTIONS

•

Massey regularly reviews “related transactions”

to determine board

independence and have found none that rose to the disclosure level set

by the New York Stock Exchange

•

Claims that Directors Moore and Suboleski have material ties to the

company outside of their board roles are unfounded

16

BOARD STRUCTURE

•

Massey’s commitment to compliance and ethics is supported and encouraged by

the company’s strong Board of Directors and a highly qualified audit committee

–

We

have

assembled

a

diverse

set

of

industry

experts

that

provide

unique

insight into strategic direction and draw upon corporate governance and risk

oversight best practices from across industry

•

The company’s Corporate Governance Guidelines require a majority of

independent Board members with no material relationship to the company or its

affiliates

–

The nominating, compensation, audit committees are 100% independent

–

75% of total directors are independent and we disclose Board/governance

guidelines

–

During

2009

each

director

attended

at

least

95%

of

the

aggregate

of

all

board

meetings

and

meetings

of

Board

committees

on

which

such

director

served

17

BOARD TENURE AND EXPERTISE

18

Board Member

Tenure

Relevant Experience

Stanley C. Suboleski

2 years

Former Commissioner of the Federal Mine Safety and Health Review

Commission. Provides mining engineering consulting services. Professor and as

the Department Head of Mining and Minerals Engineering at the Virginia

Polytechnic Institute and State University. B.S. and PhD degrees

in Mining

Engineering from the Pennsylvania State University and his M.S. degree in

Mining Engineering from the Virginia Polytechnic Institute and State University.

Richard M. Gabrys

(Current Nominee)

Chairman, Finance

Committee

3 years

Former Vice Chairman of Deloitte

& Touche

LLP with valuable financial

expertise, especially in public reporting and mergers and acquisitions. Serves

on boards of MS Energy Company, La-Z-Boy Incorporated, TriMas

Corporation,

and tax-exempt entities: The Detroit Institute of Arts, Karmanos

Cancer

Institute, Alliance for Safer Streets in Detroit (Crime Stoppers), Detroit

Regional Chamber and Ave Maria University.

Baxter F. Phillips

(Current Nominee)

3 years

Joined Massey in 1981. Experience in various positions in senior

leadership of

the Company. Holds a bachelors of science in business management

and a

master’s degree in business administration from Virginia Commonwealth

University. Extensive experience in investments and banking.

Richard H. Foglesong

Chairman,

Compensation

Committee

4 years

General, U.S Air Force (retired). Former President of Mississippi State

University. President and Executive Director of the Appalachian Leadership and

Education Foundation. director of Michael Baker Corporation. Board member of

CDEX, Inc. Experience in safety performance and public policy matters.

BOARD TENURE AND EXPERTISE

19

Board Member

Tenure

Relevant Experience

James B. Crawford

Chairman, Safety,

Environmental and

Public Policy

Committee

5 years

A consultant for Evan Energy Investments, LC. Chairman of Carbones

InterAmericanos

S.A.  Former Chairman and CEO of James River Coal Company

and Transco Coal Company. Board of Trustees of Colby College, Chair Emeritus

of the Collegiate School and current Chairman of the Boys and Girls Club of

Metro Richmond Foundation. Extensive financial and managerial experience in

domestic and international coal mining, trading and shipping experience.

Dan R. Moore

(Current Nominee)

Chairman, Audit

Committee

8 years

Chairman of Moore Group, Inc. Former Chairman, President and CEO

of the

former

Matewan

BancShares. Director and Chairman of the West Virginia

University Foundation. Board member of the Branch Bank and Trust

Company

and West Virginia Housing Fund.

Don L. Blankenship

Chairman, Executive

Committee

14 years

Director of the National Mining Association and the U.S. Chamber

of

Commerce. Extensive knowledge of coal mining and financial expertise and

leadership, safety, risk oversight and management.

Bobby R. Inman

Lead Independent

Director and

Chairman of the

Governance and

Nominating

Committee

25 years

Admiral, U.S. Navy (retired). Professor at the LBJ School of Public Affairs at

the University of Texas. Former Director of the National Security Agency and

Deputy Director of the Central Intelligence Agency. Managing director of

Gefinor

Ventures, Inc. and Limestone Ventures, Inc. Broad experience

evaluating international and political risk.

BOARD SIZE AND INDEPENDENCE

20

Independent

Board Members

•

Number of Board members is within appropriate range given

company size

•

Board structure is in line with industry averages and in keeping

with competitors given relative scope of operations

CONCLUSION

•

The

Board

of

Directors

has

demonstrated

considerable

progress

on

the

corporate

governance

issues

that

have

been

raised

by

the

CtW

Investment

Group

–

Primary objection with the makeup of the Board has been resolved

•

It’s

troubling

that,

in

the

wake

of

the

current

crisis,

CtW

would

threaten

to

mount

a

campaign to withhold votes from our three qualified nominees

–

Opportunistic attempt to place blame before the facts are known

–

Rush to judgment assumes culpability for the accident and imagines a connection to

broader corporate governance claims

•

Consider the damage to shareholder value that the forced resignation of the

Chairman of the Finance Committee, the Chairman of the Audit Committee and the

President of Massey would have as the company emerges from a serious crisis

•

After an understanding of the facts -

return on shareholder value, commitment to

safety

and

best

practices

in

Corporate

Governance

-

it

is

clear

the

Board

of

Directors

of Massey Energy should to be retained

21

DISCLAIMER

•

FORWARD-LOOKING STATEMENTS: certain statements in this presentation are forward-looking as defined by

the private securities litigation reform act of 1995.  Such forward-looking statements are based on facts and

conditions

as

they

exist

at

the

time

such

statements

are

made

as

well

as

predictions

as

to

future

facts

and

conditions

the

accurate

prediction

of

which

may

be

difficult

and

involve

the

assessment

of

events

beyond

the

company’s control. Caution must be exercised in relying on forward-looking statements. Due to known and

unknown risks, the company’s actual results may differ materially from its expectations or projections. Factors

potentially contributing to such differences include, among others: market demand for coal, electricity and steel

which could adversely affect the company’s operating results and cash flows; Future economic or capital market

conditions; Deregulation of the electric utility industry; Competition in coal markets; Inherent risks of coal mining

beyond the company’s control, including weather and geologic conditions; The company’s ability to expand mining

capacity; The company’s production capabilities; The company’s plan and objectives for future operations and

expansion or consolidation; Failure to receive anticipated new contracts; Customer cancellations of, or breaches

to, existing contracts; Customer delays or defaults in making payments; The company’s ability to manage

production

costs;

The

company’s

ability

to

timely

obtain

necessary

supplies

and

equipment;

The

company’s

ability

to attract, train and retain a skilled workforce; Fluctuations in the demand for, price and availability of, coal due to

labor and transportation costs and disruptions, governmental policies and regulatory actions, legal and

administrative proceedings, settlements, investigations and claims, foreign currency changes and other factors;

And greater than expected environmental and safety regulation, costs and liabilities. The forward-looking

statements are also based on various operating assumptions regarding, among other things, overhead costs and

employment levels that may not be realized. While most risks affect only future costs or revenues anticipated by

the company, some risks might relate to accruals that have already been reflected in earnings. The company’s

failure

to

receive

payments

of

accrued

amounts

could

result

in

a

charge

against

future

earnings.

Information

concerning those factors is available in the company’s annual reports on form 10-K and quarterly reports on form

10-Q.

22

NON-GAAP INFORMATION

"EBIT" is defined as Income before interest and taxes. "EBITDA" is defined as Income before interest and taxes

before deducting Depreciation, depletion, and amortization (“DD&A”). Although neither EBIT nor EBITDA are

measures

of

performance

calculated

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States ("GAAP"), we believe that both measures are useful to an investor in evaluating us because they are widely

used in the coal industry as measures to evaluate a company’s operating performance before debt expense and as

a measure of its cash flow. Neither EBIT nor EBITDA purport to represent operating income, net income or cash

generated by operating activities and should not be considered in isolation or as a substitute for measures of

performance calculated in accordance with GAAP. In addition, because neither EBIT nor EBITDA are calculated

identically by all companies, the presentation here may not be comparable to other similarly titled measures of

other companies.

"Net debt" is calculated as the sum of Short-term debt and Long-term debt less Cash and cash equivalents

(adjusted for funds designated for Cumberland acquisition), Short-term investment and Restricted cash (included in

Other current assets).  Although Net debt is not a measure of performance calculated in accordance with GAAP,

management believes that it is useful to an investor in evaluating Massey because it provides a clearer comparison

of

our

debt

position

from

period

to

period.

Net

debt

should

not

be

considered

in

isolation

or

as

a

substitute

for

measures of performance in accordance with GAAP.  The table below reconciles the GAAP measure of Long-term

debt to Net debt.

The "Total debt-to-book capitalization" ratio is calculated as the sum of Short-term debt and Long-term debt divided

by the sum of Short-term debt, Long-term debt and Total shareholders' equity.  The "Total net debt-to-book

capitalization" ratio is calculated as the sum of Net debt (see above) divided by the sum of Net debt and Total

shareholders' equity.

23

NON-GAAP INFORMATION

These non-GAAP measures should not be considered in isolation or as a substitute for measures of performance

calculated in accordance with GAAP. In addition, because these measures are not calculated identically by all

companies, the presentation here may not be comparable to other similarly titled measures of other companies.

Reconciliations

of

these

non-GAAP

measures

to

the

most

relevant

GAAP

measures

can

be

found

in

the

company’s earnings press releases for the relevant periods and on the Company’s website.

See the tables attached to our February 2, 2010 earnings press release for a reconciliation of the non-GAAP

measures included herein with the most relevant GAAP measures.

24