Peabody Energy (BTU) Proxy filing summary

Voting matters and shareholder proposals

• Proposal 3, the 2026 Incentive Plan, requires a majority of shares present or represented by proxy and entitled to vote for approval; abstentions count as votes against, broker non-votes have no effect.

• Director elections (Proposal 1) require nominees to receive more than 50% of votes cast (excluding abstentions and broker non-votes); nominees failing to meet this must tender their resignation.

• Proposals for executive compensation (Proposal 2), the incentive plan (Proposal 3), and auditor ratification (Proposal 4) all require a majority of shares present or represented by proxy and entitled to vote; abstentions count as votes against, broker non-votes have no effect.

• Votes are tabulated by an independent inspector of election, who will separately count affirmative, negative, abstentions, and broker non-votes.

Board of directors and corporate governance

• Corporate Governance Guidelines require any director nominee not receiving a majority of votes cast to promptly tender their resignation to the Chair of the Board.

Executive compensation and say-on-pay

• Advisory approval of named executive officers' compensation is subject to a majority vote of shares present or represented by proxy and entitled to vote; abstentions count as votes against, broker non-votes have no effect.