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): July 7, 2015
Cloud Peak Energy Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-34547 |
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26-3088162 |
(State or other Jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification No.) |
505 S. Gillette Ave., Gillette, Wyoming |
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82716 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Robert Skaggs as New Independent Director
On July 8, 2015, Cloud Peak Energy announced by press release that, effective July 7, 2015, Mr. Robert Skaggs has been elected to the Board. Mr. Skaggs has been appointed as a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Skaggs has been elected to Class II and will stand for re-election at Cloud Peak Energys 2017 annual stockholders meeting.
Mr. Skaggs is chairman of the board and chief executive officer of Columbia Pipeline Group, Inc. (CPG). CPG companies own and operate more than 15,000 miles of strategically located natural gas pipelines, integrated with one of the largest underground storage systems in North America. Prior to CPGs separation from NiSource Inc. in July 2015, Mr. Skaggs served as chief executive officer of NiSource since 2005 and president since 2004. NiSource Inc. is a Fortune 500 energy holding company engaged in natural gas transmission, storage and distribution, as well as electric generation, transmission and distribution. NiSource relies on balanced fuel sources for its generation, including coal.
Prior to October 2004, Mr. Skaggs was executive vice president, Regulated Revenue, for NiSource, responsible for developing regulatory strategies and leading external relations across all of the corporations energy distribution markets as well as its extensive interstate pipeline system. He also led regulated commercial activities, including large customer and marketer relations and energy supply services, as well as federal governmental relations.
Mr. Skaggs joined the law department of Columbia Gas Transmission in 1981 and served in various management positions until he became president of Columbia Gas of Ohio and Columbia Gas of Kentucky in 1996. Effective with the November 2000 merger of NiSource and Columbia Energy Group, he added the responsibilities of president of Bay State Gas and Northern Utilities. In December 2001, his role was further expanded to include the duties of president and CEO of the Columbia companies in Pennsylvania, Virginia and Maryland. He was promoted to executive vice president, Regulated Revenue, for NiSource in October 2003.
Mr. Skaggs earned a bachelors degree in economics from Davidson College, a law degree from West Virginia University and a masters degree in business administration from Tulane University.
Mr. Skaggs will receive the following compensation for his services on the Board and the Committees referenced above, as provided by Cloud Peak Energys current compensation program for its independent directors:
Element |
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Description |
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Amount |
Annual Cash Fee for Board Service |
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Payable to the non-employee directors of the Board |
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$75,000 |
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Annual Cash Fee for Committee Members |
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Audit Committee Member |
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$9,000 |
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Compensation Committee Member |
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$9,000 |
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Nominating and Corporate Governance Committee Member |
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$9,000 |
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Grant of Restricted Stock Units |
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Shares of common stock are deliverable in the event of the directors separation from service from the company due to the directors death, disability, non-reelection to the Board, resignation from the Board with the prior consent of the Governance Committee or for any other reason, other than for cause. |
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Units valued at |
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Units valued at |
Item 7.01 Regulation FD Disclosure
A copy of the press release announcing the appointment of Mr. Robert Skaggs as a new Cloud Peak Energy Director, as described under Item 5.02, is furnished herewith as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibit is being furnished herewith.
99.1 Furnished press release announcing the appointment of Mr. Robert Skaggs as a new Cloud Peak Energy Director
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: July 8, 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 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
July 8, 2015
Contact:
Cloud Peak Energy Inc.
Karla Kimrey
Vice President, Investor Relations
(720) 566-2932
CLOUD PEAK ENERGY INC. ANNOUNCES NEW
INDEPENDENT DIRECTOR ROBERT SKAGGS
Gillette, Wyo, July 8, 2015 Cloud Peak Energy Inc. (NYSE:CLD), one of the largest U.S. coal producers and the only pure-play Powder River Basin (PRB) coal company, today announced that, effective July 7, 2015, Robert Skaggs has been elected to the Cloud Peak Energy Board of Directors and will also serve as a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board.
Skaggs is chairman of the board and chief executive officer of Columbia Pipeline Group, Inc. (CPG). CPG companies own and operate more than 15,000 miles of strategically located natural gas pipelines, integrated with one of the largest underground storage systems in North America. Prior to CPGs separation from NiSource Inc. in July 2015, Skaggs served as chief executive officer of NiSource since 2005 and president since 2004. NiSource Inc. is a Fortune 500 energy holding company engaged in natural gas transmission, storage and distribution, as well as electric generation, transmission and distribution. NiSource relies on balanced fuel sources for its generation, including coal.
Prior to October 2004, Skaggs was executive vice president, Regulated Revenue, for NiSource, responsible for developing regulatory strategies and leading external relations across all of the corporations energy distribution markets as well as its extensive interstate pipeline system. He also led regulated commercial activities, including large customer and marketer relations and energy supply services, as well as federal governmental relations.
Skaggs joined the law department of Columbia Gas Transmission in 1981 and served in various management positions until he became president of Columbia Gas of Ohio and Columbia Gas of Kentucky in 1996. Effective with the November 2000 merger of NiSource and Columbia Energy Group, he added the responsibilities of president of Bay State Gas and Northern Utilities. In December 2001, his role was further expanded to include the duties of president and CEO of the Columbia companies in Pennsylvania, Virginia, and Maryland. He was promoted to executive vice president, Regulated Revenue, for NiSource in October 2003.
Skaggs earned a bachelors degree in economics from Davidson College, a law degree from West Virginia University, and a masters degree in business administration from Tulane University.
Keith Bailey, Chairman of the Board of Cloud Peak Energy, said, We are excited to have Bob join our Board. Bob has a strong background in the natural gas and electric generation industries, including coal-fired generation, and brings additional executive leadership experience to the Board. We look forward to his valuable insights and contributions to our company.
About Cloud Peak Energy®
Cloud Peak Energy Inc. (NYSE:CLD) is headquartered in Wyoming and is one of the largest U.S. coal producers and the only pure-play Powder River Basin coal company. As one of the safest coal producers in the nation, Cloud Peak Energy mines low sulfur, subbituminous coal and provides logistics supply services. The Company owns and
operates three surface coal mines in the PRB, the lowest cost major coal producing region in the nation. The Antelope and Cordero Rojo mines are located in Wyoming and the Spring Creek Mine is located in Montana. In 2014, Cloud Peak Energy shipped approximately 86 million tons from its three mines to customers located throughout the U.S. and around the world. Cloud Peak Energy also owns rights to substantial undeveloped coal and complimentary surface assets in the Northern PRB, further building the Companys long-term position to serve Asian export and domestic customers. With approximately 1,600 total employees, the Company is widely recognized for its exemplary performance in its safety and environmental programs. Cloud Peak Energy is a sustainable fuel supplier for approximately four percent of the nations electricity.
SOURCE: Cloud Peak Energy Inc.
Cloud Peak Energy Inc.
Karla Kimrey, (720) 566-2932
Vice President, Investor Relations
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