Peabody Energy Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten directors named by the Board to serve for one-year terms.

2. 2

   Advisory Approval of Named Executive Officers’ Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation of the Company's named executive officers as disclosed in the proxy materials. Management seeks approval to validate its pay-for-performance philosophy, incentive designs, and alignment with stockholder interests, emphasizing metrics such as Adjusted EBITDA, Free Cash Flow, Clean Cash Cost per Ton, safety metrics, and a relative TSR modifier. The Board recommends a vote FOR, arguing the program is competitive, uses independent consultants, includes clawbacks, limits on repricings, and robust stock ownership requirements, and that the Compensation Committee engaged with major institutional holders and received strong prior support (92% in 2025). Approval is advisory only but will inform future compensation decisions by the Compensation Committee.

3. 3

   Approval of Peabody Energy Corporation 2026 Incentive Plan

   ManagementBoard: FOR

   Approve amendment and restatement of the 2017 Incentive Plan as the 2026 Incentive Plan and increase the share reserve by 3,000,000 shares, with updated provisions (one-year minimum vesting expanded, 5% exception, removal of certain 162(m) provisions).

   More detail

   This management proposal requests shareholder approval to amend and restate the company’s equity incentive plan, increasing the available share pool by 3,000,000 shares and renaming it the 2026 Incentive Plan. Management argues approval is necessary because the 2017 Plan expires in early 2027 and failure to approve would prevent future grants under a shareholder-approved plan. The plan includes corporate governance protections — no discounted options or repricings without shareholder approval, limits on annual individual grants, a $600,000 non-employee director cap, no evergreen feature, and clawback policy application — and expands the one-year minimum vesting requirement to all award types with a 5% carve-out. The Board recommends a FOR vote, citing expected need for awards to attract, retain, and incentivize employees and directors, historical burn rate analysis, and reasonable dilution projections (7.0% potential dilution).

4. 4

   Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as the company's independent auditor for fiscal year 2026.

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When is the Peabody Energy Corp 2026 annual meeting?

Peabody Energy Corp (BTU) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.

What is the record date for the Peabody Energy Corp 2026 meeting?

The record date for the Peabody Energy Corp 2026 meeting is Thursday, March 12, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Peabody Energy Corp's 2026 meeting?

The board is presenting 10 director nominees at the Peabody Energy Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Peabody Energy Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Peabody Energy Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.