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WESTMORELAND COAL CO FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 22, 2014



Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders was held virtually on May 20, 2014. As of the close of business on the record date for the meeting, which was March 24, 2014, there were 14,850,503 shares of common stock and 490,542 depositary shares outstanding and entitled to vote at the meeting. Each share of common stock and each depositary share was entitled to one vote per share. The final voting results for each of the proposals submitted to a vote of Company stockholders at the Annual Meeting are set forth below.

1. Proposal for the election of eight directors to the Board of Directors to serve for a one-year term. The following directors were elected based on the votes listed below: Nominee For Withheld Broker Non-Vote Keith E. Alessi 8,636,615 109,583 5,273,388 Gail E. Hamilton 8,633,458 112,740 5.273.388 Michael G. Hutchinson 8,640,649 105,549 5,273,388 Robert P. King 8,627,469 118,729 5,273,388 Richard M. Klingaman 8,635,823 110,375 5,273,388 Craig R. Mackus 8,619,737 126,461 5,273,388 Jan B. Packwood 8,629,134 117,064 5,273,388 Robert C. Scharp 8,618,472 127,726 5,273,388 2. Proposal for the approval of the 2014 Equity Incentive Plan for Employees and Non-Employee Directors. The proposal passed on a vote of 8,648,956 in favor, which represented 98.88% of the votes cast on this proposal, 87,486 against, 9,756 abstentions, and 5,273,388 broker non-votes. 3. Proposal for an advisory vote on executive compensation. The proposal passed on a vote of 8,635,895 in favor, which represented 98.73% of the votes cast on this proposal, 94,825 against, 15,478 abstentions, and 5,273,388 broker non-votes. 4. Proposal for the ratification of the appointment by the Audit Committee of Ernst & Young LLP as principal independent auditor for fiscal year 2014. The proposal passed on a vote of 14,001,666 in favor, 5,420 against and 12,500 abstentions.



In light of the stockholder vote in 2011, the Company has determined that it will hold a non-binding advisory vote to approve the Company's compensation of its named executive officers as disclosed in its annual meeting proxy statement (a "say-on-pay vote") every year until it next holds a non-binding stockholder advisory vote on the frequency with which the Company should hold future say-on-pay votes, which vote will appear in the 2015 proxy statement.

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Source: Edgar Glimpses


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