UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 1-7775
MASSEY ENERGY COMPANY
(Name of Registrant as Specified In Its Charter)
| Delaware |
95-0740960 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
| 4 North 4th Street, Richmond, Virginia |
23219 | |
| (Address of principal executive offices) | (Zip Code) |
(804) 788-1800
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
As of July 31, 2003 there were 75,309,722 shares of common stock, $0.625 par value, outstanding.
1
EXPLANATORY NOTE
This Amendment No. 1 to the Quarterly Report on Form 10-Q of Massey Energy Company for the period ended June 30, 2003, is being filed to make certain additions that were inadvertently omitted. This Amendment No. 1 adds Item 4 of Part II of the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2003, as filed by the Registrant on August 14, 2003.
Information included in the original Quarterly Report on Form 10-Q has not been amended by this Form 10-Q/A to reflect any information or events subsequent to the filing of the original Quarterly Report on Form 10-Q.
PART II: OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
| a) | On May 20, 2003, the shareholders of Massey voted on the following proposals at the Annual Meeting of Shareholders at which there were present at the meeting, in person or by proxy, the holders of 62,536,788 common shares, representing 83.01 percent of the total number of shares outstanding: |
| (1) | Proposal to elect E. Gordon Gee and James H. Harless as Class I directors to hold office for three years and until their respective successors are elected and qualified. Mr. Gee was elected by a vote of 60,639,910 shares “For” and 1,896,878 shares “Withhold Authority.” Mr. Harless was elected by a vote of 52,832,616 shares “For” and 9,704,172 shares “Withhold Authority.” |
| (2) | Proposal to ratify the appointment of Ernst & Young LLP as auditors for the fiscal year ending December 31, 2003. This proposal was approved by a vote of 61,699,646 shares to 752,628 shares, with 84,514 shares abstaining. |
| (3) | Shareholder proposal to urge the Board of Directors of the Company to seek shareholder approval for future severance agreements with senior executives that provide benefits in an amount exceeding 2.99 times the sum of the executive’s base salary plus bonus. This proposal was ratified by a vote of 37,850,435 shares “For,” 14,325,762 shares “Against” and 300,928 shares abstaining. |
2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MASSEY ENERGY COMPANY | ||||||||
| (Registrant) | ||||||||
| Date: August 26, 2003 | /s/ K. J. Stockel | |||||||
| K. J. Stockel, Senior Vice President and Chief Financial Officer | ||||||||
| /s/ E. B. Tolbert | ||||||||
| E. B. Tolbert, Controller | ||||||||
3