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DEF 14A 1 tm223447-1_def14a.htm DEF 14A tm223447-1_def14a - none - 17.0625479s

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Arch Resources, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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PAUL A. LANG
Chief Executive Officer

March 30, 2022

Dear fellow stockholder:

You are cordially invited to attend our Annual Meeting of stockholders on Friday, May 13, 2022 at 10:00 a.m. Central Time. The Annual Meeting will be held by remote communication only, in a virtual meeting format. You can attend the virtual Annual Meeting at the meeting time at www.virtualshareholdermeeting.com/ARCH2022.

In connection with the Annual Meeting, we have enclosed a notice of the meeting, a Proxy Statement and a proxy card. We have also enclosed a copy of our annual report for 2021, which contains detailed information about us and our operating and financial performance.

By hosting the Annual Meeting online, the Company is able to communicate more effectively with its stockholders, enable increased attendance and participation from locations around the world, reduce costs and increase overall safety for all participants, in light of the ongoing COVID-19 pandemic. This approach also aligns with the Company’s broader sustainability goals. The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. If you plan to attend the Annual Meeting online, you will need the 16-digit control number found on your proxy card, voting instruction form or notice of internet availability of proxy materials. The Annual Meeting will begin promptly at 10:00 a.m. Central Time. Online check-in will begin at 9:45 a.m. Central Time, and you should allow ample time for the online check-in procedures.

Whether or not you plan to attend, I encourage you to vote your shares prior to the meeting. You may vote by telephone or via the Internet, or complete, sign and return the enclosed proxy card. The prompt execution of your proxy will be greatly appreciated.

Thank you for your continued support of Arch Resources, and we hope you will virtually attend the Annual Meeting.

Sincerely,

/s/ PAUL A. LANG

PAUL A. LANG
Chief Executive Officer

ARCH RESOURCES, INC.

1 CityPlace Drive, Suite 300 St. Louis, Missouri 63141 t: (314) 994-2700

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One CityPlace Drive, Suite 300
St. Louis, Missouri 63141

March 30, 2022

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 13, 2022

The annual meeting of stockholders (the “Annual Meeting”) of Arch Resources, Inc., a Delaware corporation (the “Company”), will be held at 10:00 a.m., Central Time, to:

(1)

Elect the eight nominees for director named in the attached Proxy Statement;

(2)

Vote on an advisory resolution to approve the Company’s named executive officer compensation;

(3)

Ratify the appointment of Ernst & Young LLP, independent registered public accounting firm, as the Company’s independent auditors for the year ending December 31, 2022; and

(4)

Consider any other business that may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.

The Annual Meeting will be held by remote communication only, in a virtual meeting format. You can attend the virtual Annual Meeting at the meeting time at www.virtualshareholdermeeting.com/ARCH2022. The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting.

March 24, 2022 has been fixed as the record date for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment(s) or postponement(s) thereof. If you own shares of common stock as of March 24, 2022, you may vote those shares in advance of the Annual Meeting via the Internet or by telephone, or if you received your proxy materials by mail, you may vote your shares by completing and mailing your proxy card or voting instruction form. You may also vote your shares by attending the Annual Meeting online and voting during the meeting. If you plan to attend the Annual Meeting online, you will need the 16-digit control number found on your proxy card, voting instruction form or notice of internet availability of proxy materials. The Annual Meeting will begin promptly at 10:00 a.m. Central Time. Online check-in will begin at 9:45 a.m. Central Time, and you should allow ample time for the online check-in procedures. Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote by telephone or the Internet. If you received a proxy card by mail, you may complete, date and sign the proxy card and return it in the enclosed envelope.

By Order of the Board of Directors

/s/ ROSEMARY L. KLEIN

ROSEMARY L. KLEIN
Senior Vice President — Law, General Counsel and
Secretary

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PROXY STATEMENT

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			Page
PROXY HIGHLIGHTS			iv
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			1
When and Where Is the 2022 Annual Meeting of Stockholders Being Held?			1
Who May Vote at the Annual Meeting?			1
How Do I Gain Admission to the Annual Meeting?			1
What Items Will Be Voted on at the Annual Meeting?			1
What Are the Board’s Voting Recommendations?			1
How Do I Vote?			1
May I Change My Vote?			2
How Many Votes Do I Have?			2
Is My Vote Confidential?			2
What Are Broker Non-Votes and How Are They Counted?			2
What Is the Voting Requirement to Approve Each of the Proposals?			3
What “Quorum” Is Required for the Annual Meeting?			3
What Is Householding?			3
Where Can I Find the Voting Results?			4
CORPORATE GOVERNANCE PRACTICES			5
Overview			5
Our Commitment to Environmental, Social and Governance Responsibility			5
Enhancements to ESG Governance Framework			7
Oversight of Risk Management			8
Management Succession Planning			8
Stockholder Engagement Program			9
Director Independence			9
Leadership Structure			9
Service on Other Public Company Boards			9
Director Qualifications			10
Board Refreshment and Diversity			11
Director Biographies			11
Core Qualifications of Board in its Entirety			17
Board Tenure and Age			18
Board Meetings and Committees			18
Board and Committee Self-Assessments			20
Director Retirement/Resignation Policies			20

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			Page
Conflicts of Interest			20
Compensation Committee Interlocks and Insider Participation			21
Nomination Process for Election of Directors			21
Communicating with the Board of Directors			21
ELECTION OF DIRECTORS (PROPOSAL NO. 1)			22
Recommendation of the Board			22
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (PROPOSAL NO. 2)			23
Recommendation of the Board			23
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL NO. 3)			24
Fees Paid to Auditors			24
Recommendation of the Board			24
OTHER MATTERS			25
EXECUTIVE COMPENSATION			25
Compensation Discussion and Analysis			25
2021 Summary Compensation Table			41
Grants of Plan-Based Awards for the Year Ended December 31, 2021			42
Outstanding Equity Awards at December 31, 2021			44
Option Exercises and Stock Vested for the Year Ended December 31, 2021			45
Pension Benefits			45
Potential Payments upon Termination of Employment or Change in Control			46
Pay Ratio Disclosure			52
DIRECTOR COMPENSATION			53
PERSONNEL AND COMPENSATION COMMITTEE REPORT			55
AUDIT COMMITTEE REPORT			56
EQUITY COMPENSATION PLAN INFORMATION			58
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS			59
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			60
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			61
STOCKHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING			62
INTERNET AVAILABILITY OF PROXY MATERIALS			63
PROXY SOLICITATION			63
ANNEX A			A-1

iii

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PROXY HIGHLIGHTS

This summary highlights information contained in this Proxy Statement. The summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting of Stockholders

•

Time and date: 10:00 a.m., Central Time, May 13, 2022.

•

Place: Online only at www.virtualshareholdermeeting.com/ARCH2022.

•

Record Date: March 24, 2022.

•

Voting: Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals.

•

Notice of Annual Meeting: The notice of Annual Meeting, this Proxy Statement, the form of proxy and the Company’s 2021 annual report were first mailed or made available to stockholders on or about March 30, 2022.

Voting Items (With Board Recommendations in Parentheses)

•

Election of eight directors named in this Proxy Statement for a term of one year or until their successors are duly elected and qualified. (FOR EACH NOMINEE)

•

Advisory resolution to approve named executive officer compensation. (FOR)

•

Ratification of the appointment of Ernst & Young LLP, independent registered public accounting firm, as the Company’s independent auditors for the year ending December 31, 2022. (FOR)

Board Nominees

The following eight directors have been nominated to stand for election at the Annual Meeting, with each serving a one-year term expiring at the 2023 annual meeting of stockholders: Patrick J. Bartels, Jr., James N. Chapman, John W. Eaves, Holly Keller Koeppel, Patrick A. Kriegshauser, Paul A. Lang, Richard A. Navarre and Molly P. Zhang (aka Peifang Zhang).

Key Elements of the Company’s Compensation Program

•

Pay for Performance — A significant portion of compensation for each of our named executive officers is tied to key performance-based metrics.

•

Mix of Short-Term and Long-Term Incentives — Our incentive plans have an appropriate mix of annual and long-term incentives.

•

Stock Ownership Guidelines — We have stock ownership guidelines in place for our executive officers and directors.

•

Clawback Policy — We have a clawback policy that applies to performance-based compensation granted to executive officers of the Company.

•

Anti-Hedging and Anti-Pledging Policy — We have a policy prohibiting directors, executive officers and employees from engaging in any action designed to hedge or offset any change in the value of the Company’s stock and from pledging any Company security.

•

No Repricing of Stock Options — Under our compensation program, we grant time and performance-based restricted stock units and do not award options. Repricing of stock options without stockholder approval is expressly prohibited under the Company’s equity plan.

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Corporate Governance Highlights

Board Composition —

•

John W. Eaves serves as Executive Chairman of the Board, and James N. Chapman serves as Lead Independent Director.

•

All of the Company’s directors are independent, except for Mr. Eaves, the Company’s Executive Chairman, and Paul A. Lang, the Company’s President and Chief Executive Officer.

•

All of the Company’s directors stand for election on an annual basis.

•

The average age of the directors is 59, and the average length of tenure is four years.

•

The Board annually assesses its performance through Board and committee self-evaluations.

•

The Environmental, Social, Governance and Nominating Committee (the “ESG and Nominating Committee”) leads the full Board in considering Board competencies.

Risk Oversight —

•

The Board is responsible for risk oversight, and its standing committees have particular oversight of key risks.

•

The Board oversees management as management fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks.

Environmental, Social and Governance Responsibility —

•

The Company and its Board are committed to environmental, social and governance (“ESG”) matters and being a responsible corporate citizen.

•

Safety, environmental stewardship, community engagement, upholding the highest ethical standards and promoting a diverse corporate culture of respect and inclusion are core values of the Company.

•

A significant portion of the Company’s executive at-risk compensation is tied to safety and environmental matters.

Stockholder Engagement Program —

•

The Company regularly reaches out to stockholders to get feedback on matters such as executive compensation, corporate governance, ESG responsibility and other current and emerging issues, and will continue this practice going forward. Stockholders have access to the Board and senior leadership as part of this outreach program.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

When and Where Is the 2022 Annual Meeting of Stockholders Being Held?

The 2022 annual meeting of stockholders (the “Annual Meeting”) of Arch Resources, Inc., a Delaware corporation (“Arch” or the “Company”), will be held on Friday, May 13, 2022 at 10:00 a.m., Central Time. The Annual Meeting will be held by remote communication only, in a virtual meeting format. You can attend the virtual Annual Meeting at the meeting time at www.virtualshareholdermeeting.com/ARCH2022.

Who May Vote at the Annual Meeting?

Stockholders of the Company on March 24, 2022, the record date for the Annual Meeting, are entitled to receive notice of and to vote at the Annual Meeting or any adjournments or postponements of the Annual Meeting. On the record date, the Company had 15,477,075 shares of Common Stock outstanding, consisting of 15,476,818 shares of Class A Common Stock and 257 shares of Class B Common Stock outstanding.

How Do I Gain Admission to the Annual Meeting?

You can access the virtual Annual Meeting at the meeting time at www.virtualshareholdermeeting.com/ARCH2022. If you plan to attend the Annual Meeting online, you will need the 16-digit control number found on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials (the “Notice”). The Annual Meeting will begin promptly at 10:00 a.m. Central Time. Online check-in will begin at 9:45 a.m. Central Time, and you should allow ample time for the online check-in procedures.

What Items Will Be Voted on at the Annual Meeting?

Stockholders will vote on the following items at the Annual Meeting:

•

SEC Form DEF 14A filed by Arch Resources Inc.