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2020Peabodyproxy.Pdf Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14A-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 PEABODY ENERGY CORPORATION (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): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: Table of Contents Table of Contents Our mission is to create superior value for shareholders as the leading global supplier of coal, which enables economic prosperity and a better quality of life. Our Values • Safety: We commit to safety and health as a way of life. • Customer Focus: We provide customers with quality products and excellent service. • Leadership: We have the courage to lead, and do so through inspiration, innovation, collaboration and execution. • People: We offer an inclusive work environment and engage, recognize and develop employees. • Excellence: We are accountable for our own success. We operate cost- competitive mines by applying continuous improvement and technology-driven solutions. • Integrity: We act in an honest and ethical manner. • Sustainability: We take responsibility for the environment, benefit our communities and restore the land for generations that follow. Table of Contents Peabody Plaza 701 Market Street St. Louis, Missouri 63101 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 7, 2020 Peabody Energy Corporation (“Peabody” or the “company”) will hold its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) at the Marriott St. Louis West, 660 Maryville Centre Drive, St. Louis, Missouri 63141* on Thursday, May 7, 2020, at 9:00 a.m. Central Time to: 1. Elect 12 directors for a one-year term; 2. Approve, on an advisory basis, our named executive officers’ compensation; 3. Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020; and 4. Transact any other business as may properly come before the 2020 Annual Meeting and any adjournment or postponement thereof. The foregoing items of business are more fully described in the proxy statement accompanying this notice. The board of directors has fixed the close of business on March 12, 2020 as the record date for determining stockholders of Peabody entitled to receive notice of and vote at the 2020 Annual Meeting and any adjournment or postponement thereof. WHETHER OR NOT YOU EXPECT TO ATTEND THE 2020 ANNUAL MEETING, WE URGE YOU TO VOTE YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET, AS PROVIDED IN THE ENCLOSED MATERIALS. IF YOU REQUESTED A PROXY CARD BY MAIL, YOU MAY SIGN, DATE AND MAIL THE PROXY CARD IN THE ENVELOPE PROVIDED. By Order of the Board of Directors, Scott T. Jarboe Chief Legal Officer and Corporate Secretary March 25, 2020 * As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that the annual meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be available at www.proxyvote.com. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 7, 2020. The Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended December 31, 2019 are available at www.proxyvote.com. Table of Contents Dear Fellow Stockholder: It is my pleasure to invite you to attend the 2020 Annual Meeting of Stockholders on Thursday, May 7 in St. Louis. As you know, 2019 was a difficult year for Peabody and energy markets in general. Peabody’s sales volumes and realized pricing declined in both Australia and the United States. The company lost $188.3 million in income from continuing operations, net of income taxes, on Adjusted EBITDA1 of $837.1 million and revenue of $4.62 billion, while generating Free Cash Flow2 of $418.5 million. Industry challenges were evident in both international and U.S. markets. The year was marked by global trade war concerns, port restrictions in China and reduced LNG prices. U.S. natural gas prices declined further, and coal plant retirements and penetration of subsidized renewables continued. These factors contributed to a 62 percent decline in total shareholder return, in a year where 12 of 14 public coal companies and master limited partnerships in the U.S. and Australia experienced negative returns and five U.S. coal companies declared bankruptcy. Against these headwinds, Peabody advanced successful initiatives and finished the year with achievements that helped to mitigate a number of those headwinds. Financially, we completed the year with a strong cash and liquidity position. Our seaborne thermal business finished with attractive margins and reduced costs as well as regulatory approval for two mine extensions. In seaborne met, the management team drove down costs in the fourth quarter and advanced multiple initiatives. In U.S. thermal coal, we reduced costs at our operations and advanced what we believe could be a transformational transaction in the Powder River Basin (subject to ultimate government clearance) to increase coal’s competitiveness against natural gas and unlock substantial synergies for the benefit of all stakeholders. We have always maintained that how we perform is as important as what we do, and in 2019 we continued our strong performance on the Environmental, Social and Governance (ESG) front. We also received prestigious recognition and honors in safety, environmental excellence, leadership, employment and diversity. The company was also named best for small- to mid-cap companies in the entire metals and mining sector for ESG metrics as well as governance in the 2019 Institutional Investor rankings. External recognition is always an important validation of any companies’ efforts in ESG. For Peabody and our 6,600 employees, it is only the beginning of our strong commitment to provide clean and reliable energy in a safe and environmentally responsible manner. We strongly encourage you to further explore the company’s ESG practices in our ESG Report. In February 2020, Peabody and Elliott Management, our largest stockholder, reached a settlement agreement that includes the addition of several new members to the Peabody Board of Directors. Peabody and Elliott are aligned in our objective to create value for all stockholders, and I am pleased to welcome the new members to our board. We enter 2020 with the strength and commitment to overcome the headwinds that we face. I know the management team and the Board of Directors will take meaningful action on volumes, costs, overheads and capital allocation. We will also target lower capital expenditures that will underpin a “live within our means” approach. We look forward to a year where thoughtful and developed initiatives, combined with a continued commitment to advance our ESG agenda, will provide the greatest opportunities for real value creation. Thank you for your time and ongoing support of Peabody. Bob Malone Chair of the Board 1 Adjusted EBITDA is not a recognized term under GAAP. This measure is defined and reconciled to the nearest GAAP measure in Appendix B. 2 Free Cash Flow is not a recognized term under GAAP. This measure is defined and reconciled to the nearest GAAP measure in Appendix B. Table of Contents TABLE OF CONTENTS PROXY SUMMARY 1 2020 Annual Meeting Overview 1 Roadmap of Voting Matters 1 Governance Highlights 2 Director Nominees 5 Organizational Re-Alignment 6 Executive Compensation Highlights 7 Board Responsiveness to Stockholders – How We Engaged in Response to Say-on-Pay Vote 9 Summary of Certain Executive Compensation Practices 9 Questions and Answers 9 PROPOSAL 1 – ELECTION OF DIRECTORS 10 Overview of Director Election Process 10 Director Selection and Evaluation Process 17 ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS 21 Committee Overview 21 Director Attendance 25 Board’s Role in Risk Oversight 25 Board Independence 26 Board Leadership Structure 26 Corporate Governance 27 Director Compensation 29 COMPENSATION DISCUSSION AND ANALYSIS 32 Overview 33 2019 Named Executive Officers 33 Business Highlights for 2019 33 Response
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