8-K 1 d8k.htm FORM 8-K Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 19, 2010 (April 19, 2010)




(Exact Name of Registrant as Specified in Charter)




Delaware   1-7775   95-0740960

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

4 North 4th Street, Richmond, Virginia 23219

(Address of Principal Executive Offices) (Zip Code)

(804) 788-1800

(Registrant’s telephone number, including area code)


(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 (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ 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.

Resignation of Lady Judge

On April 19, 2010, Lady Judge notified the Board of Directors (“Board”) of Massey Energy Company (the “Company”) that she has resigned from the Board effective as of April 19, 2010. Lady Judge resigned from the Board as a result of demands related to other on-going business activities and not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Board approved an amendment to the Massey Energy Company’s Bylaws, effective April 19, 2010, to modify the language in Section 3.02 to decrease the number of authorized board members from nine to eight as a result of the resignation of a member from the Board on such date. The full text of the Bylaws, as amended and restated as of April 19, 2010, is attached as Exhibit 3.1 to this report and is incorporated by reference into this Item 5.03.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit 3.1

   Massey Energy Company Bylaws, as amended and restated as of April 19, 2010


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.


Date: April 19, 2010   By:  

/s/ Richard R. Grinnan

  Name:   Richard R. Grinnan
  Title:   Vice President and
    Corporate Secretary

Exhibit Index


Exhibit No.



3.1    Massey Energy Company Bylaws, as amended and restated as of April 19, 2010