BTU_8-K_2013.07.26






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 25, 2013
 
PEABODY ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
1-16463
 
13-4004153
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
701 Market Street, St. Louis, Missouri
 
63101-1826
(Address of principal executive offices)
 
 (Zip Code)
 
Registrant's telephone number, including area code
  (314) 342-3400
 
N/A
(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:
 
[ ]  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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 25, 2013, the Board of Directors of Peabody Energy Corporation (the “Company”) approved amendments to the Company's Amended and Restated By-Laws (as amended, the “By-Laws”), which changes are effective immediately.  The principal changes to the By-Laws resulting from the amendments are as follows.
 
Section 1.8 of the By-Laws was amended to provide that the written representation and agreement required to be delivered by a nominee for election or reelection as a director of the Company include a representation and agreement that such person is not and will not become a party to any compensatory, payment or other financial agreement, arrangement or understanding with any person or entity other than the Company (subject to certain limited exceptions set forth therein). 
 
A new Section 5.3 has been added to the By-Laws which provides that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the Delaware General Corporation Law or the Company's Third Amended and Restated Certificate of Incorporation or the By-Laws, or (iv) any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, to the extent that no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).
 
The preceding description is qualified in its entirety by reference to the Company's Amended and Restated By-Laws, as amended, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
Description of Exhibit
3.1
Amended and Restated By-Laws of Peabody Energy Corporation




SIGNATURES
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.



 
PEABODY ENERGY CORPORATION
 
 
 
 
July 29, 2013
By: /s/ Kenneth L. Wagner
 
Name: Kenneth L. Wagner
 
Title: Vice President, Assistant General Counsel and Assistant Secretary





EXHIBIT INDEX


Exhibit No.
Description of Exhibit
3.1
Amended and Restated By-Laws of Peabody Energy Corporation.