PEABODY ENERGY CORP (BTU)
Sector: Energy
2026 Annual Meeting Analysis
PEABODY ENERGY CORP · Meeting: May 7, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
No overboarding, attendance above 75%, and Peabody's 3-year TSR of +74% outperforms the XLE benchmark by +4.3pp, well below the 65pp threshold required to trigger a vote against.
No overboarding, attendance above 75%, and the TSR underperformance trigger does not fire given the +4.3pp gap versus XLE versus the 65pp threshold required.
No overboarding, attendance above 75%, and strong stock performance relative to the XLE benchmark means the TSR trigger does not apply.
No overboarding, attendance above 75%, serves as an audit committee financial expert, and the TSR underperformance trigger does not apply.
No overboarding, attendance above 75%, and Peabody's TSR comfortably clears the policy benchmark, so no TSR-based concern arises.
As CEO and the sole non-independent director, he is subject to the TSR trigger like all others; with BTU's 3-year TSR of +74% only +4.3pp above the XLE, the 65pp threshold is not met, so no TSR concern applies.
Appointed to the Board in November 2025, which is within the 24-month new-director exemption window, so she is fully exempt from the TSR trigger; attendance and qualifications are adequate.
No overboarding, attendance above 75%, chairs the Compensation Committee, and the TSR underperformance trigger does not apply.
Serves as Non-Executive Board Chair with no overboarding issues, attendance above 75%, and Peabody's stock performance clears the TSR policy threshold.
Appointed to the Board in November 2025, which is within the 24-month new-director exemption window, so he is fully exempt from the TSR trigger; attendance and qualifications are adequate.
All ten director nominees receive a FOR vote. Peabody's 3-year total shareholder return of +74% outperforms the XLE energy ETF by only +4.3 percentage points, which is far below the 65-point gap required to trigger an against vote under the strong-positive TSR tier. No director is overboarded, all directors met the 75% attendance threshold (average attendance was approximately 98%), and the two newest directors (Hodges and Walker) are exempt from the TSR test because they joined less than 24 months ago.
Say on Pay
✓ FORCEO
James C. Grech
Total Comp
$9,025,131
Prior Support
92%%
The CEO's total reported pay of approximately $9.0 million is reasonable for the CEO of a $4.8 billion energy company with strong operational and financial results. The compensation program is well-structured for performance alignment: 52% of the CEO's target pay is performance-based and 69% is variable, meeting the policy requirement that at least 50-60% of senior executive pay be variable or performance-based. Peabody's 3-year stock return of +74% modestly outpaces the XLE energy benchmark by +4.3 percentage points, meaning above-benchmark incentive pay is not undermined by shareholder underperformance. The company received 92% support on last year's say-on-pay vote, well above the 70% threshold, has a meaningful clawback policy, and uses objective multi-year metrics including relative total shareholder return, free cash flow, safety, and environmental reclamation — all hallmarks of a high-quality incentive structure.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The filing does not provide a detailed audit fee breakdown table with specific dollar amounts accessible in the extracted text, so the non-audit fee ratio trigger cannot be evaluated numerically; auditor tenure is also not disclosed in the provided text. Per policy, when tenure cannot be confirmed the tenure trigger does not fire, and without confirmed fee data the ratio trigger does not fire. Ernst & Young is a Big 4 firm fully appropriate for a $4.8B market-cap company, and no material restatements are disclosed, so the default FOR vote applies.
Overall Assessment
The 2026 Peabody Energy annual meeting ballot contains four proposals: election of ten directors, an advisory say-on-pay vote, approval of a new equity incentive plan, and ratification of Ernst & Young as auditor. All standard proposals receive a FOR vote — the director slate is clean with strong TSR performance relative to the XLE benchmark, executive pay is well-structured with meaningful performance conditions and strong prior shareholder support, and Ernst & Young is an appropriate Big 4 auditor with no disclosed concerns.