Attached files
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EX-99.1 - EXHIBIT 99.1 - WESTMORELAND COAL Co | c14160exv99w1.htm |
EX-99.2 - EXHIBIT 99.2 - WESTMORELAND COAL Co | c14160exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 9, 2011
WESTMORELAND COAL COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 001-11155 | 23-1128670 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2 North Cascade Avenue, 2nd Floor, Colorado Springs, CO |
80903 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (719) 442-2600
(Former name or former address, if changed since 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 2.02. Results of Operations and Financial Condition.
On March 10, 2011, Westmoreland Coal Company (the Company) issued a press release announcing
its financial results for the fourth quarter and fiscal year 2010 ended December 31, 2010. A copy
of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
On March 10, 2011, beginning at 10:00 a.m. Eastern Time, the Company hosted a conference call
with investors to discuss the Companys financial and operating results for the fourth quarter and
fiscal year 2010 ended December 31, 2010. The conference call was made available to the public via
conference call and webcast. The transcript of the conference call is attached hereto as Exhibit
99.2.
The information in this Item 2.02 of the Current Report on Form 8-K and the exhibits attached hereto are being
furnished and shall not be deemed filed for purpose of Section 18 of the Securities Exchange Act
of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in
such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Adoption of New Annual Incentive Policy and Long-Term Incentive Policy
At a meeting of the Compensation and Benefits Committee (the Committee) of the Board of
Directors (the Board) of the Company held on March 9, 2011, the Committee adopted the Annual
Incentive Policy (AIP)/ Long Term Incentive Policy (LTIP) Policy (the Policy). The Policy, which
encompasses two separate programs, is effective as of January 1, 2011. All stock-based awards
under the Policy will be granted under the Amended and Restated 2007 Equity Incentive Plan for
Employees and Non-Employee Directors. The combined goal of the AIP and the LTIP is to provide a
balance of performance based-compensation that rewards performance over both a one-year and
three-year time horizon. The Policy was filed as Exhibit 10.10 to the Companys Annual Report on
Form 10-K filed on March 11, 2011 and is incorporated herein by reference.
LTIP. The primary objectives of the LTIP include: (i) aligning the interests of the named
executive officers with those of the Companys shareholders; (ii) increasing named executive
officer stock ownership consistent with the Companys stock ownership guidelines; and (iii)
ensuring sound risk management by rewarding sustained performance over a longer time horizon.
Awards under the LTIP may consist of equity or cash at the discretion of the Committee at the
time of grant. For 2011, the LTIP will include both time-based and performance-based awards.
Time-based awards will vest in equal annual installments over a three-year period based on
completion of the service requirement. Performance-based awards will be earned to the degree that
performance achievement relative to pre-established goals meets or exceeds the defined Threshold or
goal. The 2011 LTIP performance-based awards vest at the end of the three-year period. The measurements for the performance based awards will be the Companys
achievement of reserve acquisition, subsidiary pre-tax profit growth and free cash flow.
On March 9, 2011, the Committee approved the following LTIP awards for April 1, 2011 for the
Companys named executive officers.
Long-Term Incentive Awards for 2011
Name | LTIP Target as % of Base | Grant Date Fair Value of Award | ||||||
Keith E. Alessi |
150 | % | $ | 900,000 | ||||
Douglas P. Kathol |
80 | % | $ | 224,400 | ||||
Kevin A. Paprzycki |
70 | % | $ | 171,500 | ||||
Morris W. Kegley |
60 | % | $ | 134,579 |
AIP. The primary objectives of the AIP include: (i) aligning the interests of the named
executive officers with the Companys performance goals; (ii) providing competitive total
compensation opportunities; and (iii) ensuring annual compensation incentives appropriately balance
risk (i.e. do not unintentionally reward inappropriate short-term risk taking).
Under the AIP, the Companys named executive officers are eligible to receive annual cash
incentive awards. Each named executive officers cash incentive award is set at a target amount
(the Target Award) determined by the Committee or by the Board for the CEO and are defined as a
percentage of the individuals base salary for the year. The Committee and the Board may grant
cash incentives in excess of 100% of an individuals base salary in its sole discretion for the
qualitative goals that measure personal performance. Payout under the AIP for financial goals is
capped at 200%. Depending on the named executive officer, the AIP award is split between corporate
financial goals measured by operating income and free cash flow, mine-level financial goals and
qualitative personal goals.
The following table sets forth the Target Award amounts for each named executive officer for
2011.
Target Annual Incentive Bonuses for 2011
Target Total | % of Target | % of Target | % of Target | |||||||||||||||||
Cash | for | for Mine- | for | |||||||||||||||||
% of Base | Incentive | Qualitative | Level | Corporation | ||||||||||||||||
Name | Salary | Bonus | Goals | Financials | Financials | |||||||||||||||
Keith E. Alessi |
100 | % | $ | 600,000 | 40 | 0 | 60 | |||||||||||||
Douglas Kathol |
40 | % | $ | 112,200 | 40 | 0 | 60 | |||||||||||||
Kevin A. Paprzycki |
35 | % | $ | 85,750 | 40 | 0 | 60 | |||||||||||||
Morris W. Kegley |
30 | % | $ | 67,289 | 30 | 40 | 30 |
Chief Executive Officer Compensation
On March 9, 2011, the Board awarded Mr. Keith E. Alessi, the Chief Executive Officer and
President, the following compensation package for 2011:
| Annualized base salary of $600,000; | |
| Annual Incentive Policy target of 100% of base salary; and | |
| Long Term Incentive Policy target of 150% of base salary. |
In addition, on March 9th, the Board awarded to Mr. Alessi for exemplary work an
AIP payout for fiscal year 2010 of $882,240, which reflected 135% financial payout and approximately 235% individual
performance payout. The Board approved the issuance of $400,000 worth of Mr. Alessis 2010 AIP payout in the
form of a grant on March 15, 2011 of unrestricted fully-vested common stock of the Company,
valued at the fair market value of the common stock of the Company as of the close of business on
March 15th, issued net of all
applicable taxes out of the Amended and Restated 2007 Equity Incentive Plan for Employees and
Non-Employee Directors.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |||
99.1 | Press Release dated March 10, 2011 |
|||
99.2 | Transcript of March 10, 2011 Investor Conference Call |
SIGNATURE
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.
WESTMORELAND COAL COMPANY |
||||
Date: March 15, 2011 | By: | /s/ Kevin Paprzycki | ||
Kevin Paprzycki | ||||
Chief Financial Officer and Treasurer |
EXHIBIT INDEX
Exhibit No. | Description | |||
99.1 | Press Release dated March 10, 2011 |
|||
99.2 | Transcript of March 10, 2011 Investor Conference Call |