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This excerpt taken from the ACI DEF 14A filed Mar 20, 2007. ELECTION
OF DIRECTORS
(PROXY ITEM NO. 1)
Our certificate of incorporation and bylaws provide for a board
of directors that is divided into three classes as equal in size
as possible. The classes have three-year terms, and the term of
one class expires each year in rotation at that year’s
annual meeting. The size of the board of directors can be
changed by a two-thirds vote of its members and is currently set
at twelve members. Vacancies on the board of directors may be
filled by a majority of the remaining directors. A director
elected to fill a vacancy, or a new directorship created by an
increase in the size of the board of directors, serves for the
remainder of the full term of the class of directors in which
the vacancy or newly created directorship occurred. As a matter
of policy, the board of directors will submit the nomination of
a director elected to fill a vacancy to the vote of our
stockholders at the next annual meeting.
In February 2006, as part of its succession planning process and
upon the recommendation of the Nominating and Corporate
Governance Committee, our board of directors increased the size
of our board of directors to eleven and elected John W. Eaves,
our President and Chief Operating Officer, to fill the vacancy
created by the increase.
In July 2006, our board of directors increased the size of our
board of directors to twelve and added Brian J. Jennings to fill
the vacancy created by the increase. In searching for a new
director, the Nominating and Corporate Governance Committee
retained an executive search firm to identify potential
candidates meeting certain qualifications established by the
committee. The executive search firm then prepared a list of
potential candidates and reviewed that list with the Nominating
and Corporate Governance Committee. After interviewing several
candidates, including Mr. Jennings, the Nominating and
Corporate Governance Committee recommended to the full board of
directors that Mr. Jennings be invited to join.
Mr. Boyd, the chairman of the Nominating and Corporate
Governance Committee, then contacted Mr. Jennings to extend
an invitation to join the board of directors.
Our board of directors has nominated four individuals for
election as directors for a three-year term that will expire in
2010: Brian J. Jennings, Steven F. Leer, Robert G. Potter and
Theodore D. Sands. All nominees are currently serving as
directors. The board of directors is not aware that any nominee
named in this proxy statement will be unwilling or unable to
serve as a director. All nominees have consented to be named in
the proxy statement and to serve if elected. If, however, a
nominee is unavailable for election, your proxy authorizes us to
vote for a replacement nominee if the board of directors names
one. As an alternative, the board of directors may reduce the
number of directors to be elected at the meeting. Proxies may
not be voted for a greater number of persons than the nominees
identified below.
Table of Contents
The following is a list of our directors, their ages as of
February 26, 2007, their occupation during the last five
years and certain other biographical information:
Brian J. Jennings, 46, has been a director of Arch Coal
since July 2006. From March 2004 to December 2006,
Mr. Jennings served as Senior Vice President —
Corporate Finance and Development and Chief Financial Officer of
Devon Energy Corporation. Mr. Jennings served as Senior
Vice President — Corporate Finance and Development
from 2001 to March 2004. Mr. Jennings joined Devon in March
2000 as Vice President — Corporate Finance.
Steven F. Leer, 54, has been Chief Executive Officer and
a director of Arch Coal since 1992. From 1992 to April 2006,
Mr. Leer also served as our president. In April 2006,
Mr. Leer became chairman of the board of directors.
Mr. Leer also serves on the boards of the Norfolk Southern
Corporation, USG Corp., the Western Business Roundtable and the
University of the Pacific and is chairman of the Coal Industry
Advisory Board. Mr. Leer is past chairman and continues to
serve on the boards of the Center for Energy and Economic
Development, the National Coal Council and the National Mining
Association.
Robert G. Potter, 67, has been a director of Arch Coal
since April 2001. Mr. Potter was Chairman and Chief
Executive Officer of Solutia Inc., a producer and marketer of a
variety of high performance chemical-based materials, from 1997
to his retirement in 1999. Mr. Potter served for
32 years with Monsanto Company prior to its spin-off of
Solutia in 1997, most recently as the Chief Executive of its
chemical businesses. Mr. Potter is a private investor and
director of Stepan Company.
Theodore D. Sands, 61, has been a director of Arch Coal
since 1999 and, since February 1999, has served as President of
HAAS Capital, LLC, a private consulting and investment company.
Mr. Sands is also a director of Protein Sciences
Corporation and Terra Nitrogen Corporation. Mr. Sands
served as Managing Director, Investment Banking for the Global
Metals/Mining Group of Merrill Lynch & Co. from 1982
until February 1999.
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