Peabody Energy (BTU) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 7, 2026, with shareholders voting on director elections, executive compensation, a new incentive plan, and auditor ratification.

• 2025 saw record safety results, strong operational and financial performance, and advancement of the Centurion Mine, despite lower seaborne pricing.

• Priorities for 2026 include operational excellence, maximizing Centurion Mine performance, maintaining strong EBITDA-to-capex margins, preserving balance sheet strength, and progressing commercial opportunities.

• The company is investing in technology, land restoration, and renewable energy projects, including a 3 GW renewable initiative on reclaimed mine lands.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten directors for a one-year term, advisory approval of executive compensation, approval of the 2026 Incentive Plan, and ratification of Ernst & Young LLP as auditor.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of ten members, nine of whom are independent; three new independent directors have joined since 2023.

• Board practices include annual elections, majority voting, regular executive sessions, and structured risk oversight.

• The board emphasizes diversity, independence, and ongoing refreshment, with annual self-evaluations and director training.

• Non-executive chair structure is maintained, with clear separation of chair and CEO roles.

• Share ownership requirements are in place for directors and executives.