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 21, 2010
Walter Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 001-13711 |
| 13-3429953 |
(State or other jurisdiction of |
| Commission File No. |
| (I.R.S. Employer Identification No.) |
or organization) |
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4211 W. Boy Scout Boulevard
Tampa, Florida 33607
(813) 871-4811
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive
offices)
N/A
(Former Name or Former Address, if Changed from 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
The annual meeting of stockholders of Walter Energy, Inc. (the “Company”) was held on April 21, 2010. The proposals are described in the Company’s Proxy Statement for the 2010 Annual Meeting of Stockholders. As of the record date, there were a total of 53,553,334 shares of common stock outstanding and entitled to vote at the annual meeting. At the annual meeting 47,344,995 shares of common stock were represented in person or by proxy, therefore a quorum was present.
Proposal 1 — Election of Directors
The number of directors was fixed at eight and the following persons were nominated to serve, and were elected, as directors of the Company to serve until the next Annual Meeting of Stockholders and until their successors are elected: Howard L. Clark, Jr., Jerry W. Kolb, Patrick A. Kriegshauser, Joseph B. Leonard, Bernard G. Rethore, George R. Richmond, Michael T. Tokarz and A.J. Wagner. The voting results for each nominee were as follows:
Name |
| For |
| Withheld |
| Broker Non-Votes |
|
Howard L. Clark, Jr |
| 39,545,113 |
| 2,452,738 |
| 5,347,144 |
|
Jerry W. Kolb |
| 41,708,721 |
| 289,130 |
| 5,347,144 |
|
Patrick A. Kriegshauser |
| 41,741,472 |
| 256,379 |
| 5,347,144 |
|
Joseph B. Leonard |
| 40,747,168 |
| 1,250,683 |
| 5,347,144 |
|
Bernard G. Rethore |
| 41,329,208 |
| 668,643 |
| 5,347,144 |
|
George R. Richmond |
| 41,293,973 |
| 703,878 |
| 5,347,144 |
|
Michael T. Tokarz |
| 35,647,187 |
| 6,350,664 |
| 5,347,144 |
|
A.J. Wagner |
| 41,741,828 |
| 256,023 |
| 5,347,144 |
|
Proposal 2 — The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010
Stockholders were asked to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm. The appointment was ratified with 47,278,240 shares voting for, 46,521 shares voting against, and 20,234 shares abstaining and 0 broker non-votes.
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.
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| WALTER ENERGY, INC. |
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Date: April 26, 2010 | By: | /s/ Catherine C. Bona |
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| Catherine C. Bona, Vice President |
|
| Interim General Counsel and Secretary |