Attached files
| file | filename |
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| EX-10.1 - EX-10.1 - CLOUD PEAK ENERGY INC. | a15-5527_1ex10d1.htm |
| EX-10.2 - EX-10.2 - CLOUD PEAK ENERGY INC. | a15-5527_1ex10d2.htm |
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): March 2, 2015
Cloud Peak Energy Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-34547 |
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26-3088162 |
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(State or other Jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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505 S. Gillette Ave., Gillette, Wyoming |
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82716 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (307) 687-6000
Not Applicable
(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))
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
2015 LTIP Award Agreements
On March 2, 2015, the Compensation Committee of the Board of Directors of Cloud Peak Energy Inc. (“Cloud Peak Energy”) approved various forms of equity award agreements (“Award Agreements”) pursuant to Cloud Peak Energy’s 2009 Long Term Incentive Plan (“LTIP”) and in connection with the 2015 annual LTIP grants to employees. There are two 2015 Award Agreements, for the following types of grants: (1) performance share units and (2) restricted stock units. The Award Agreements are substantively similar to the respective 2014 Award Agreements previously disclosed for Cloud Peak Energy’s 2014 LTIP awards. The performance share unit agreement was modified to replace the previous 50% reduction in vested performance share units for a negative absolute TSR, with an alternative to cap the performance share award vesting to the target level if there is a negative absolute TSR over the three-year performance period. Both Award Agreements were also modified to clarify that the Compensation Committee retains the discretion to pay any vested awards in shares of our common stock, cash or a combination of shares and cash.
The 2015 Award Agreements are filed as Exhibits 10.1 and 10.2 to this Form 8-K and are incorporated by reference in this Item 5.02. The foregoing summary is qualified in its entirety by the complete terms and conditions of the LTIP and the 2015 and 2014 Award Agreements, as appropriate.
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Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits. The following exhibits are being filed herewith.
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10.1 |
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Form of 2015 Performance Share Unit Award Agreement under the 2009 Cloud Peak Energy Inc. Long Term Incentive Plan |
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10.2 |
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Form of 2015 Restricted Stock Unit Agreement under the 2009 Cloud Peak Energy Inc. Long Term Incentive Plan |
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.
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CLOUD PEAK ENERGY INC. | |
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Date: March 3, 2015 |
By: |
/s/ Bryan J. Pechersky |
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Name: |
Bryan J. Pechersky |
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Title: |
Executive Vice President, General Counsel and Corporate Secretary |