BTU amends and restates by-laws; new nomination procedures

Rhea-AI Filing Summary

Peabody Energy Corporation amended and restated its by-laws, effective October 14, 2025. The updates refine how stockholders nominate directors and submit proposals, including a new requirement that any nominee make themselves available for a Board interview.

The revisions also address disclosure and notice requirements for matters raised at special meetings and clarify that the Board may submit proposals at such meetings. The by-laws establish procedures for organizing and conducting stockholder meetings, with the Chairman of the Board serving as meeting chair, and add a severability provision. The company characterizes the changes as clarifications, updates, and other non‑substantive revisions.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001064728false12/3100010647282025-10-142025-10-14

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): October 14, 2025

PEABODY ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-16463

13-4004153

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

701 Market Street,

St. Louis,

Missouri

63101-1826

(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 class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			BTU			New 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 14, 2025, the Board of Directors (the “Board”) of Peabody Energy Corporation (the “Company”) amended and restated the Company’s Second Amended and Restated By-laws (as amended, the “Amended and Restated By-laws”). The Amended and Restated By-laws became effective as of October 14, 2025. Among other changes, the Amended and Restated By-laws were revised to (i) address certain procedures and disclosure requirements for the nomination of directors and submission of proposals for consideration at meetings of stockholders, including the addition of a requirement that any nominee makes himself or herself available to be interviewed by the Board; (ii) address certain disclosure and notice requirements for submission of matters for consideration at special meetings of stockholders, and clarify that the Board may submit matters for proposal at special meetings; (iii) establish certain procedures for the organization and conduct of meetings of the Company’s stockholders, including that the Chairman of the Board act as chairman for such meetings; and (iv) add a severability provision.

The Amended and Restated By-laws make clarifications, updates and other non-substantive changes. The foregoing description of the amendments to the Amended and Restated By-laws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated By-laws, a copy of which is filed herewith as Exhibit 3.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description of Exhibit
3.1			Third Amended and Restated By-laws of Peabody Energy Corporation
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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
October 17, 2025			By: /s/ Scott T. Jarboe
			Name: Scott T. Jarboe
			Title: Chief Administrative Officer and Corporate Secretary

3

FAQ

What did BTU change in its corporate by-laws?

Peabody Energy amended and restated its by-laws to refine director nomination procedures, special meeting processes, meeting conduct, and added a severability clause.

When did Peabody Energy’s amended by-laws become effective?

The amended and restated by-laws became effective on October 14, 2025.

How do director nomination rules change for BTU?

Any nominee must make themselves available for a Board interview, with additional procedural and disclosure requirements for nominations.

What changes affect special stockholder meetings at Peabody Energy?

The by-laws set disclosure and notice requirements and clarify that the Board may submit matters for proposal at special meetings.

Who will preside over Peabody Energy stockholder meetings?

The Chairman of the Board will act as chairman for stockholder meetings under the revised by-laws.

Where can I read the full text of the amended by-laws?

The complete text is filed as Exhibit 3.1 to the report.