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Peabody Energy (NYSE: BTU) investors approve 2026 plan and board governance moves

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Peabody Energy Corporation held its 2026 Annual Meeting of Stockholders, where stockholders elected ten directors to one-year terms and approved several key proposals. Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers and also approved the Peabody Energy Corporation 2026 Incentive Plan, which had previously been authorized by the Board subject to stockholder approval and became effective upon that approval.

Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2026. Following his re-election, Board Chair Robert A. Malone submitted a resignation effective at the 2027 Annual Meeting due to the company’s age guidelines, but the Board rejected this resignation and authorized him to continue as director and Chair for one additional year, subject to his re-election. The Board also amended its Corporate Governance Guidelines to create the role of Vice Chair of the Board, with an appointment to follow the 2027 Annual Meeting.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Say-on-pay votes for 85,941,173 votes Advisory approval of named executive officer compensation
2026 Incentive Plan votes for 86,289,993 votes Approval of Peabody Energy Corporation 2026 Incentive Plan
Auditor ratification votes for 102,341,512 votes Ratification of Ernst & Young LLP for 2026
Broker non-votes on say-on-pay 15,906,733 votes Advisory vote on executive compensation
Broker non-votes on 2026 Plan 15,906,733 votes Approval of 2026 Incentive Plan
Director nominee example votes for 87,106,332 votes Votes for director nominee Clayton D. Walker
2026 Incentive Plan financial
"approved the Peabody Energy Corporation 2026 Incentive Plan (the “2026 Incentive Plan”)"
broker non-vote regulatory
"FOR | AGAINST | ABSTAIN | BROKER NON-VOTE 85,941,173 | 1,477,363 | 352,437 | 15,906,733"
advisory basis regulatory
"The vote to approve, on an advisory basis, the named executive officers’ compensation"
Corporate Governance Guidelines regulatory
"in accordance with the Company’s Corporate Governance Guidelines (the “Guidelines”)"
A company’s corporate governance guidelines are a set of written rules and practices that explain how its board and executives make decisions, oversee risks, and hold themselves accountable—think of them as the organization’s playbook for fair and responsible leadership. Investors care because these guidelines shape how transparent decision-making is, reduce the chance of surprises or conflicts, and influence long‑term stability and trust, much like house rules keep a household running smoothly.
independent registered public accounting firm regulatory
"ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Vice Chair of the Board regulatory
"approved amendments to the Guidelines to create the role of Vice Chair of the Board"
Understanding 8-K Material Events →
0001064728false00010647282026-05-072026-05-07

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): May 7, 2026

PEABODY ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware1-1646313-4004153
(State or other jurisdiction of
incorporation)		(Commission File Number)(I.R.S. Employer Identification No.)
701 Market Street,St. Louis,Missouri63101-1826
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code:(314)342-3400
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareBTUNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 7, 2026, as described below under Item 5.07 of this Current Report on Form 8-K, the stockholders of Peabody Energy Corporation (the “Company”) approved the Peabody Energy Corporation 2026 Incentive Plan (the “2026 Incentive Plan”) at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). The 2026 Incentive Plan previously had been approved, subject to stockholder approval, by the Company’s Board of Directors (the “Board”). The 2026 Incentive Plan became effective immediately upon stockholder approval.

A summary of the material terms of the 2026 Incentive Plan is set forth under “PROPOSAL 3 — APPROVAL OF PEABODY ENERGY CORPORATION 2026 INCENTIVE PLAN,” in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 26, 2026 and supplemented on April 7, 2026 (the “Proxy Statement”).That summary and the foregoing description of the 2026 Incentive Plan are qualified in their entirety by reference to the full text of the 2026 Incentive Plan, a copy of which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its 2026 Annual Meeting on May 7, 2026. The following matters, which are described in more detail in the Proxy Statement, were voted upon by the Company’s stockholders at the 2026 Annual Meeting. The final voting results are reported below.

.
1.Elect ten directors for a one-year term:

NOMINEESFORAGAINSTABSTAINBROKER NON-VOTE
Bob Malone85,763,6161,947,64859,70915,906,733
M. Katherine Banks87,069,705642,13959,12915,906,733
Andrea E. Bertone86,305,8531,404,72260,39815,906,733
William H. Champion87,037,425672,83560,71315,906,733
Nicholas J. Chirekos86,605,6471,102,68262,64415,906,733
Stephen E. Gorman86,395,3521,314,44461,17715,906,733
James C. Grech87,055,447645,08170,44515,906,733
Georganne M. Hodges87,072,760636,31661,89715,906,733
Joe W. Laymon86,256,4011,436,72577,84715,906,733
Clayton D. Walker87,106,332603,06261,57915,906,733

2.The vote to approve, on an advisory basis, the named executive officers’ compensation was as follows:

FORAGAINSTABSTAINBROKER NON-VOTE
85,941,1731,477,363352,43715,906,733

3.The vote to approve the 2026 Incentive Plan was as follows:

FORAGAINSTABSTAINBROKER NON-VOTE
86,289,9931,245,353235,62715,906,733

4.The vote to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026 was as follows:

FORAGAINSTABSTAINBROKER NON-VOTE
102,341,5121,249,59186,603N/A

2

Pursuant to the foregoing: (1) each of the ten directors was elected to serve for a one-year term; (2) the compensation of the Company’s named executive officers was approved on an advisory basis; (3) the 2026 Incentive Plan was approved; and (4) the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026 was ratified.


Item 8.01. Other Events.

On May 7, 2026, following his re-election at the 2026 Annual Meeting, Robert A. Malone, Chair of the Board, submitted for the Board’s consideration a letter of resignation to be effective at the Company’s 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”) in accordance with the Company’s Corporate Governance Guidelines (the “Guidelines”), as he will reach the age of 75 before the 2027 Annual Meeting. After consideration, the Board rejected Mr. Malone’s resignation and authorized him to continue to serve as a director and Chair of the Board for one additional year after reaching age 75, subject to his re-election at the 2027 Annual Meeting. In addition, the Board approved amendments to the Guidelines to create the role of Vice Chair of the Board and authorized the appointment of a Vice Chair following the 2027 Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits




Exhibit No.Description of Exhibit
10.1
Peabody Energy Corporation 2026 Incentive Plan
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



3

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.
PEABODY ENERGY CORPORATION
May 7, 2026By: /s/ Scott T. Jarboe
Name: Scott T. Jarboe
Title: Chief Administrative Officer and Corporate Secretary
4

Source: View Original Filing on SEC EDGAR

FAQ

What did Peabody Energy (BTU) stockholders approve at the 2026 Annual Meeting?

Stockholders approved ten directors for one-year terms, the 2026 Incentive Plan, and, on an advisory basis, compensation for named executive officers. They also ratified Ernst & Young LLP as independent registered public accounting firm for 2026.

How did Peabody Energy (BTU) stockholders vote on the 2026 Incentive Plan?

Stockholders approved the 2026 Incentive Plan with 86,289,993 votes for, 1,245,353 against, and 235,627 abstentions. There were 15,906,733 broker non-votes recorded on this proposal.

What were the results of Peabody Energy (BTU) say-on-pay vote in 2026?

The advisory vote on named executive officer compensation received 85,941,173 votes for, 1,477,363 against, and 352,437 abstentions, with 15,906,733 broker non-votes. This indicates stockholder approval of the company’s executive pay program.

Who is Peabody Energy’s independent auditor for 2026 and how was the vote?

Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for 2026 with 102,341,512 votes for, 1,249,591 against, and 86,603 abstentions. No broker non-votes were reported on this item.

What governance changes did Peabody Energy (BTU) disclose regarding its Board Chair?

Chair Robert A. Malone submitted a resignation effective at the 2027 Annual Meeting due to age guidelines. The Board rejected this resignation and authorized him to serve one additional year as director and Chair, subject to his re-election at the 2027 Annual Meeting.

What change did Peabody Energy (BTU) make to its Corporate Governance Guidelines?

The Board amended the Corporate Governance Guidelines to create the role of Vice Chair of the Board and authorized appointment of a Vice Chair following the 2027 Annual Meeting, adding a new leadership position within the board structure.

Filing Exhibits & Attachments

4 documents

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