Independent
Tenure on this board
2.6 yrs
Also a director at
Halliburton Co (HAL)
10 nominees · 4 ballot items.
Election of ten directors; advisory approval of named executive officers’ compensation (Say-on-Pay); approval of the Peabody Energy Corporation 2026 Incentive Plan (amend and restate 2017 Plan and increase share pool); ratification of Ernst & Young LLP as independent auditor for 2026.
Elect ten directors named by the Board to serve for one-year terms.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy.
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.
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).
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).
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the company's independent auditor for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.7% | 13,007,562 | $429M |
| 2 | STATE STREET CORP | 8.5% | 10,380,797 | $342M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.5% | 9,147,416 | $301M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.9% | 5,980,652 | $197M |
| 5 | RENAISSANCE TECHNOLOGIES LLC | 4.9% | 5,932,627 | $195M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 5,465,390 | $180M |
| 7 | AMERICAN CENTURY COMPANIES INC | 3.8% | 4,580,114 | $151M |
| 8 | BlackRock, Inc. | 2.9% | 3,530,389 | $116M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 2,878,856 | $95M |
| 10 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 2.1% | 2,576,286 | $85M |
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