Arch Resources (ARCH) DEF 14ADefinitive proxy

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PROXY STATEMENT TABLE OF CONTENTS

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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.          )

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		JOHN W. EAVES Chief Executive Officer

March 16, 2020

Dear fellow stockholder:

        You are cordially invited to attend our annual meeting of stockholders on Thursday, April 30, 2020. We will hold the meeting at 10:00 a.m., Central time, in the lower level auditorium at our headquarters located at CityPlace One, One CityPlace Drive, St. Louis, Missouri 63141.

        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 2019, which contains detailed information about us and our operating and financial performance.

        If you wish to attend the meeting in person, you will need to obtain an admission ticket in advance. You can request a ticket by following the instructions in the section entitled "How Do I Gain Admission to the Annual Meeting?" on page 1 of the proxy statement. I hope that you will be able to attend the meeting, but I know that not every stockholder will be able to do so. Whether or not you plan to attend, I encourage you to vote your shares. 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 Coal. We look forward to seeing you at the annual meeting.

ARCH COAL, 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 16, 2020

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 30, 2020

        The annual meeting of stockholders (the "Annual Meeting") of Arch Coal, Inc., a Delaware corporation (the "Company"), will be held in the lower level auditorium at the Company's headquarters located at CityPlace One, One CityPlace Drive, St. Louis, Missouri 63141 on Thursday, April 30, 2020 at 10:00 a.m., Central time, to:

(1)

Elect the nine 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, 2020; and



(4)

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

        March 10, 2020 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 10, 2020, you may vote those shares via the Internet, by telephone or by attending the Annual Meeting and voting in person. If you received your proxy materials by mail, you may also vote your shares by completing and mailing your proxy/voting instruction card.If you wish to attend the Annual Meeting, you must request an admission ticket in advance by following the instructions set forth in the section entitled "How Do I Gain Admission to the Annual Meeting?" on page 1 of the proxy statement.

        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.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

When and Where Is the 2020 Annual Meeting of Stockholders Being Held?

        The 2020 annual meeting of stockholders (the "Annual Meeting") of Arch Coal, Inc., a Delaware corporation ("Arch" or the "Company"), will be held on Thursday, April 30, 2020. The Annual Meeting will be held at 10:00 a.m., Central time, in the lower level auditorium at the Company's headquarters located at CityPlace One, One CityPlace Drive, St. Louis, Missouri 63141.

Who May Vote at the Annual Meeting?

        Stockholders of the Company on March 10, 2020, 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 15,142,684 shares of Common Stock outstanding, consisting of 15,142,427 shares of Class A Common Stock and 257 shares of Class B Common Stock outstanding.

How Do I Gain Admission to the Annual Meeting?

        If you wish to attend the Annual Meeting, you must be a stockholder on the record date, register to attend the Annual Meeting, and request an admission ticket on or before April 23, 2020.Each stockholder planning to attend the Annual Meeting will be asked to present an admission ticket and a valid photo identification, such as a driver's license or passport. You may request an admission ticket by visiting www.proxyvote.com and following the instructions provided or by calling 1-844-318-0137. You will need the Control Number included on your proxy card, voter instruction form, or notice. Tickets will be issued to registered and beneficial owners and to one guest accompanying each registered or beneficial owner.

        Requests for admission tickets will be processed in the order in which they are received. Please note that seating is limited and will be on a first-come, first-served basis.

        No cameras, camcorders, videotaping equipment, other recording devices, bags or large packages will be permitted in the Annual Meeting. For safety and security reasons, we may search any handbag, briefcase or other personal items you bring. Photographs and/or video may be taken by Company employees or independent contractors at the Annual Meeting, and those photographs and video images may be used by the Company. By attending the Annual Meeting, you will be agreeing to the Company's use of those images and waive any claim or rights with respect to those images and their use.

What Items Will Be Voted on at the Annual Meeting?

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

•

The election of nine director nominees to the Board of Directors (the "Board") of the Company (Proposal 1);



•

An advisory resolution to approve the Company's named executive officer compensation (Proposal 2); and



•

The 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, 2020 (Proposal 3).

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What Are the Board's Voting Recommendations?

        The Board recommends you vote your shares:

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"FOR" each of the director nominees to the Board (Proposal 1);



•

"FOR" the advisory resolution to approve the Company's named executive officer compensation (Proposal 2); and



•

"FOR" the 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, 2020 (Proposal 3).

How Do I Vote?

        If you are a registered stockholder, you may vote your shares in advance using any of the following voting alternatives:

        By Internet —  You can vote over the Internet at www.proxyvote.com by following the instructions provided (you will need the Control Number from the Notice or proxy card you receive).

        By Phone —  You can vote by phone by calling the toll-free number indicated on your proxy card or voting instruction card (you will need the Control Number from the Notice or proxy card you receive).

        By Mail —  If you received your proxy materials by mail, you can vote by signing, dating and returning the accompanying proxy card.

        Alternatively, you may vote your shares in person at the meeting.

        When your proxy is properly submitted, your shares will be voted as you indicate. If you do not indicate your voting preference, the appointed proxies (John W. Eaves and Robert G. Jones) will vote your shares FOR each of the director nominees to the Board under Proposal No. 1, FOR Proposal No. 2 and FOR Proposal No. 3. If your shares are owned in joint names, all joint owners must vote by the same method, and if joint owners vote by mail, all of the joint owners must sign the proxy card. The deadline for voting by telephone or via the Internet, is 11:59 p.m., Eastern time, on the day before the Annual Meeting.

        If you are a beneficial owner of shares held in street name, follow the instructions provided by your nominee to vote your shares. In most instances, you will be able to vote by the same methods as indicated above. You must have a legal proxy from the stockholder of record in order to vote the shares in person at the Annual Meeting.

May I Change My Vote?

        You may revoke your proxy and change your vote at any time before the voting deadline for the Annual Meeting. After your initial vote, you may vote again on a later date any time prior to the Annual Meeting via the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the voting deadline for the Annual Meeting will be counted), by signing and returning a new proxy card or voting instruction form with a later date, or by attending the Annual Meeting and voting in person. However, your attendance at the Annual

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Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request in writing that your prior proxy be revoked.

How Many Votes Do I Have?

        You have one vote for each share of the Company's Class A Common Stock and one vote for each share of the Company's Class B Common Stock that you owned at the close of business on the record date. These shares include:

•

Shares registered directly in your name with the Company's transfer agent, for which you are considered the "stockholder of record"; and



•

Shares held for you as the beneficial owner through a broker, bank, or other nominee in "street name."

Is My Vote Confidential?

        Yes. Voting tabulations are confidential except in extremely limited circumstances. Such limited circumstances include contested solicitation of proxies when disclosure is required by law to defend a claim against the Company or to assert a claim by the Company and when a stockholder's written comments appear in a proxy or other voting material.

What Are Broker Non-Votes and How Are They Counted?

        A broker non-vote occurs when a broker, bank, or other nominee holding shares on behalf of a beneficial owner is prohibited from exercising discretionary voting authority for a beneficial owner who has not provided voting instructions. Brokers, banks, and other nominees may vote without instruction only on "routine" proposals. On "non-routine" proposals, nominees cannot vote without instructions from the beneficial owner, resulting in so-called "broker non-votes." Proposal No. 3, the ratification of Ernst & Young, LLP as the Company's independent registered public accounting firm, is the only routine proposal on the ballot for the Annual Meeting. All other proposals are non-routine. If you hold your shares with a broker, bank, or other nominee, they will not be voted on non-routine proposals unless you give voting instructions to such nominee. Broker non-votes are counted as present and entitled to vote for purposes of determining a quorum at the meeting, but are not counted for purposes of determining the number of shares present and entitled to vote on non-routine matters.

What Is the Voting Requirement to Approve Each of the Proposals?

        For Proposal No. 1, the nine nominees receiving the greatest number of affirmative votes of the shares entitled to be voted for them will be elected as directors to serve for one-year terms and until their respective successors are duly elected and qualified. Abstentions are not counted for the purpose of the election of directors, and neither abstentions nor broker non-votes will have any effect on the voting results.

        Approval of Proposals No. 2 and No. 3 requires the affirmative vote of a majority of the shares present or represented by proxy and voting at the Annual Meeting. The vote on Proposal No. 2, the approval of the Company's named executive officer compensation, is a non-binding advisory vote only. Abstentions and broker

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non-votes are not treated as votes cast. Accordingly, neither abstentions nor broker non-votes will affect the outcome of the voting on Proposals No. 2 and No. 3.

        If a submitted proxy does not specify how to vote, the shares represented by that proxy will be considered to be voted FOR each of the nine nominees recommended by the Board in Proposal No. 1, and FOR each of Proposals No. 2 and No. 3. Unless a stockholder checks the box on the proxy card or provides instructions to withhold discretionary voting authority, the appointed proxies may use their discretion to vote on any other matters properly brought before the meeting. As of the date of this proxy statement, the Company knows of no other matter that will be presented for consideration at the Annual Meeting other than those matters discussed in this proxy statement.

What "Quorum" Is Required for the Annual Meeting?

        In order to have a valid stockholder vote, a quorum must exist at the Annual Meeting. For the Company, a quorum exists when stockholders holding a majority of the outstanding shares of common stock are present or represented at a meeting. For these purposes, shares that are present or represented by proxy at the Annual Meeting will be counted toward a quorum, regardless of whether the holder of the shares or proxy fails to vote on a particular matter or whether a broker with discretionary voting authority fails to exercise such authority with respect to any particular matter.

What Is Householding?

        As permitted by the Securities and Exchange Commission ("SEC"), the Company may deliver only one copy of this proxy statement and its 2019 annual report to stockholders residing at the same address, unless the stockholders have notified the Company of their desire to receive multiple copies of these documents. This is known as householding.

        The Company will promptly deliver, upon request, a separate copy of the proxy statement or annual report to any stockholder residing at an address to which only one copy was mailed. Requests for separate copies for the current year or future years, or to receive a single copy in the future for stockholders sharing an address, should be directed to the Secretary, Arch Coal, Inc. One CityPlace Drive., Suite 300, St. Louis, Missouri 63141, or by telephone at (314) 994-2700.

Where Can I Find the Voting Results?

     ��  The Company intends to announce preliminary voting results at the Annual Meeting. The Company will publish the final results in a Current Report on Form 8-K, which the Company expects to file within four business days after the Annual Meeting is held. You can obtain a copy of the Current Report on Form 8-K by logging on to the Company's website at archcoal.com or through the EDGAR system at sec.gov. Information on the Company's website does not constitute part of this proxy statement.

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DIRECTORS AND CORPORATE GOVERNANCE PRACTICES

Overview

        Arch is dedicated to being a global leader in the coal industry and to creating long-term value for the Company's stockholders. It is the Company's policy to conduct the Company's business with integrity and an unrelenting passion for providing the best value to the Company's customers. The Company's key corporate governance materials, including ourCorporate Governance Guidelines,Code of Business Conduct and Board committee charters, are published under the "Investors" section of the Company's website at archcoal.com. Information on the Company's website does not constitute part of this proxy statement. The Board regularly reviews these materials and modifies them as warranted based upon Delaware law, the rules and listing standards of the New York Stock Exchange and SEC regulations, as well as best practices recommended by recognized governance authorities.

Corporate Governance Guidelines and Code of Business Conduct

Corporate Governance Guidelines

        The Company'sCorporate Governance Guidelines set forth a framework within which the Board, assisted by its committees, directs the affairs of the Company. These Guidelines address, among other items, the composition and functions of the Board, director independence, compensation of directors, and director qualification standards.

Code of Conduct

        The Company'sCode of Business Conduct is applicable to all employees of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer, as well as all directors of the Company.

        TheCorporate Governance Guidelines and theCode of Business Conduct are available on the Company's website under the "Investors" section at archcoal.com and in print to any stockholder who requests them from the Company's Secretary. The Company intends to post amendments to or waivers from (to the extent applicable to one of the Company's directors or executive officers) theCode of Business Conduct at the same location on the Company's website. Information on the Company's website does not constitute part of this proxy statement.

Our Commitment to Environmental, Social and Governance ("ESG") Responsibility

        The Company is committed to ESG matters and being a responsible corporate citizen. Safety, environmental stewardship, community engagement, the highest ethical standards and promoting a corporate culture of respect and inclusion are core values at Arch Coal.

        Our commitment to the safety of our employees is an essential and ongoing part of our business. We are an industry leader in safety performance. In 2019 our safety incident rate was nearly three times better than the national coal industry average. Our flagship Leer mine completed the year without a single Mine Safety and Health Administration ("MSHA") reportable injury, and our operations in West Virginia — where all of our core metallurgical segment mines are located — won seven state safety awards, including the state's top two honors. We strive for the ultimate goal of zero safety incidents. A significant portion of our executive officers' incentive

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compensation is tied to Company performance on safety, and we deploy a variety of safety programs to help us continuously improve.

        We take our responsibility to the environment seriously. We are proud of our industry-leading environmental performance, including our award-winning reclamation activities. In 2019 we achieved another near-perfect annual performance with respect to air and water quality compliance. We also won eight federal, state and national conservation group environmental awards in 2019, bringing the total received in the past four years to 30. Our Leer mine received the U.S. Department of the Interior's top national environmental honor, the Good Neighbor Award, and our Beckley mine received the State of West Virginia's top environmental honor, the Greenlands Award. A key component of our executive officers' incentive compensation is tied to Company performance on environmental compliance metrics, and we set short and long-term environmental performance goals to drive continuous improvement in every phase of the mining process.

        We give back to the community through charitable giving and volunteerism. We help diversify regional economies through development projects on former mine sites. We reach out to our neighbors through special programs, such as community advisory panels at select operations, and by devoting time to nonprofit organizations, including local schools.

        We strive to maintain a positive and productive corporate culture by fostering a thriving, diverse workforce. We directly employ approximately 3,700 employees across the United States in a variety of jobs from engineers to equipment operators, accountants to electricians. We are focused on our talent and emphasizing diversity and inclusion practices and initiatives.

        Our Board provides oversight and regularly reviews the Company's safety and environmental performance, as well as other ESG matters. Our executive leadership team actively manages the Company's performance and strives to ensure these core values are ingrained in the Company's culture. We believe that our performance in the areas of safety and environmental stewardship in particular — and ESG more generally — are integral to our operational and financial performance and to enhancing long-term stockholder value. Additional information regarding these core values and our long-standing commitment to sustainability is available on the Company's website at archcoal.com.

Director Independence

        It is the Board's objective to have a substantial number of directors who are independent. TheCorporate Governance Guidelines incorporate the criteria established by the New York Stock Exchange to assist the Board in determining whether a director is independent. The Board has determined, in its judgment, that all but two members, John W. Eaves and Paul A. Lang, meet the New York Stock Exchange standards for independence.

        All members of the Company's Audit, Nominating and Corporate Governance and Personnel and Compensation Committees must be independent directors in accordance with the Company'sCorporate Governance Guidelines. Members of the Audit Committee must also satisfy a separate SEC independence requirement, which provides that they may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any of the Company's subsidiaries other than their directors' compensation.

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Leadership Structure and Risk Oversight

        Mr. James N. Chapman has served as the chairman of the Company's Board since October 2016. The Board has no fixed policy with respect to the separation of the offices of chairman and chief executive officer. Instead, the Board retains the discretion to make this determination on a case-by-case basis from time to time as it deems to be in the best interest of the Company and the Company's stockholders. The Company's current structure is that Mr. Chapman serves as chairman of the Board, and Mr. Eaves serves as chief executive officer of the Company.

        Under theCorporate Governance Guidelines, the Company's non-management directors meet regularly in executive session without management present. The chairman of the Board presides over these executive sessions. However, theCorporate Governance Guidelines provide that, if the chairman of the Board is the chief executive officer, or is not an independent director, the independent directors of the Board shall elect a lead independent director to lead executive session meetings of the independent members of the Board.

        As previously announced, Mr. Eaves will retire as chief executive officer of the Company at the conclusion of the Annual Meeting. Assuming all nominated directors are elected to the Board at the Annual Meeting, Mr. Eaves will assume the position of executive chairman of the Board at the end of the Annual Meeting, and Mr. Chapman will assume the role of lead independent director. Also, Mr. Lang, the Company's president and chief operating officer, will succeed Mr. Eaves as chief executive officer of the Company.

        Our full Board is responsible for oversight of the Company's risk management processes. In fulfilling its risk oversight responsibilities, the Board receives periodic reports on management's enterprise risk assessment process and assessment of current and future risks. To increase the Board's effectiveness, the standing committees of the Board are actively involved in risk oversight. The committees' involvement also allows for a deeper review of specific risks. Each committee reports on its activities to the full Board.

        ESG risks, such as those related to safety, environmental performance and human capital management, are a top priority for the Board. These risks, and the Company's ability to mitigate them, are evaluated and factor into the Company's strategy and business plan. As such, the full Board is actively engaged in overseeing these risks, as well as the opportunities related to ESG matters. Each member of the Board is well-versed in how these risks may impact the Company, and the Board is regularly updated by management on Company performance on ESG matters and mitigation of associated risks.

Director Qualifications, Diversity and Biographies

        TheCorporate Governance Guidelines provide that the Company's Nominating and Corporate Governance Committee and Board will consider candidates for the Company's Board who possess the following principal qualities: strength of character, an inquiring and independent mind, practical wisdom, and mature judgment. In addition to these qualities, the selection criteria for nomination include recognized achievement, an ability to contribute to some aspect of the Company's business, and the willingness to make the commitment of time and effort required of a director.

        As described in more detail below, the Company's Board believes that each of the Company's directors meets such criteria and has attributes and experience that make him or her well qualified to serve. In order to find the most valuable talent available to meet these criteria, the Company's Board generally considers candidates diverse in

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geographic origin, gender, ethnic background, and professional experience (private, public, and non-profit), pursuant to the Company'sCorporate Governance Guidelines. The Company's goal is to include members with the skills and characteristics that, taken together, will assure a strong Board. Each member of the Company's Board is fully committed to the Company's vision of being a safe and environmentally responsible supplier of coal-based energy, as well as the Company's efforts on other ESG initiatives, including community engagement and promoting a corporate culture of respect and inclusion.

        The Company's directors have diverse backgrounds and provide experience and expertise in a number of critical areas. The Nominating and Corporate Governance Committee considers the particular experience, attributes, reputation and qualifications of directors standing for re-election and potential nominees for election, as well as the needs of the Company's Board as a whole and its standing committees.

        The Nominating and Corporate Governance Committee has identified nine areas of expertise that are particularly relevant to service on the Board and has identified the directors whose key areas of expertise qualify them for each of the listed categories. The categories identified by the Nominating and Corporate Governance Committee are:

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CEO/Senior Management — Experience working as a chief executive officer, chief financial officer, chief accounting officer, managing director or other senior officer of a major public or private company or non-profit entity.



•

Industry — Extensive knowledge and experience in the energy, natural resources, metals and mining industries, either as a senior executive of a company in such industries, as a senior executive of a customer serving such industries or through legal or regulatory experience on industry-related matters.



•

ESG — A thorough understanding of safety, environmental responsibilities and other ESG matters pertaining to the Company.



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Finance and Accounting — Senior executive-level experience or membership on a board audit committee with an extensive understanding of finance and accounting matters such as capital markets, corporate finance, M&A, financial accounting and reporting, auditing, Sarbanes-Oxley compliance and internal controls.



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Governance/Board — Prior or current experience as a board member of a major organization (private, public or non-profit).



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Government Relations — Experience in or a strong understanding of the workings of government and public policy on a local, state and national level.



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Human Capital Management — Senior executive-level or board compensation committee experience with an extensive understanding of (i) executive-level and incentive based compensation programs; (ii) practices for attracting, developing and retaining talent and (iii) approaches for promoting Company values and cultural initiatives.



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Marketing — Senior executive-level experience in marketing combined with a strong working knowledge of the Company's domestic and international markets, customers and strategy.



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Strategic Planning — Senior executive-level experience in strategic planning for a major public, private or non-profit entity.

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DIRECTORS NOMINATED FOR ELECTION AT THE ANNUAL MEETING

        The following nine directors have been nominated to stand for election at the Annual Meeting, with each serving a one-year term expiring at the 2021 annual meeting of stockholders: Patrick J. Bartels, Jr., James N. Chapman, John W. Eaves, Sherman K. Edmiston III, Robert B. Hamill, Holly Keller Koeppel, Patrick A. Kriegshauser, Paul A. Lang and Richard A. Navarre.

        Set forth below is a list of the Company's directors who have been nominated for election at the Annual Meeting, along with certain biographical information, including their ages as of April 1, 2020, and their occupation during the last five or more years. A discussion of each director's expertise and qualifications is also provided.

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Board Meetings and Committees

        During 2019, the Board met 9 times, and each director attended at least 75% of the aggregate of all of the meetings of the Board and the committees of the Board on which such director served. Under the Company'sCorporate Governance Guidelines, each director is expected to spend the time needed and meet as frequently as necessary to properly perform his or her duties and responsibilities, including attending the annual stockholders' meeting, Board meetings and meetings of the committees on which he or she serves. All of the directors attended the Company's 2019 annual meeting of stockholders. The composition of, and number of meetings held by, the Board and its committees during 2019 are as follows:

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Nominating and Corporate Governance Committee

        The Nominating and Corporate Governance Committee is responsible for, among other things, the following items:

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identifying qualified individuals to stand for election to the Board at the annual stockholders' meeting and recommending candidates for membership on the Board's committees;



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developing and recommending theCorporate Governance Guidelines to the Board; and



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reviewing the effectiveness of Board governance, including overseeing an annual assessment of the performance of the Board.

        The Board has determined, in its judgment, that the Nominating and Corporate Governance Committee is composed entirely of independent directors as defined in the New York Stock Exchange listing standards. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board, a copy of which is published under the "Investors" section of the Company's website at archcoal.com.

Personnel and Compensation Committee

        The Personnel and Compensation Committee is responsible for, among other things, the following items:

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overseeing the Company's executive incentive compensation and equity-based programs;



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overseeing the Company's non-employee director compensation program; and



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monitoring the Company's succession planning and management development practices.

        The Board has determined, in its judgment, that the Personnel and Compensation Committee is composed entirely of independent directors as defined in the New York Stock Exchange listing standards. In making its determination, the Board considered, among other things, the factors applicable to members of the Personnel and Compensation Committee pursuant to New York Stock Exchange listing standards and Rule 10C-1 of the Securities Exchange Act of 1934. The Personnel and Compensation Committee operates under a written charter adopted by the Board, a copy of which is published under the "Investors" section of the Company's website at archcoal.com. The report of the Personnel and Compensation Committee can be found under "Personnel and Compensation Committee Report" in this proxy statement.

Audit Committee

        The Audit Committee is responsible for, among other items, the following items:

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overseeing the integrity of the Company's financial statements, internal accounting, and effectiveness of financial controls, disclosure controls and financial reporting processes;



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determining and evaluating the qualifications, independence and performance of the Company's independent registered public accounting firm; and



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overseeing the performance of the Company's internal audit function.

        The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of the Company's independent registered public accounting firm. The Board has determined, in its judgment,

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that the Audit Committee is composed entirely of independent directors in compliance with the New York Stock Exchange listing standards and Rule 10A-3 of the Securities Exchange Act of 1934. The Audit Committee operates under a written charter adopted by the Board, a copy of which is published under the "Investors" section of the Company's website at archcoal.com.

        The Board has determined, in its judgment, that each of the four members of the Audit Committee is "financially literate" and is an "audit committee financial expert" as defined in SEC regulations. Under the Audit Committee's charter, no member of the committee may serve on more than two other public company audit committees unless the Board determines that such simultaneous service will not impair the ability of the member to serve effectively on the committee. None of the members of the Audit Committee currently serve on the audit committees of more than two other public companies. The report of the Audit Committee can be found under "Audit Committee Report" in this proxy statement.

Board and Committee Self-Assessments

        The Board conducts annual self-evaluations to determine whether it and its committees are functioning effectively and whether its governing documents continue to remain appropriate. Each committee also annually reviews its own performance and assesses the adequacy of its charter and reports the results and any recommendations to the Board.

Director Retirement/Resignation Policies

        TheCorporate Governance Guidelines require any nominee for director in an uncontested election who receives a greater number of votes "withheld" from his or her election than votes "for" such election to offer his or her resignation to the Board. In the event a resignation is tendered, the Nominating and Corporate Governance Committee and the Board will evaluate the best interests of the Company and its stockholders and make a determination on the action to be taken with respect to such offered resignation, which may include (i) accepting the resignation, (ii) maintaining the director but addressing the underlying cause of the withheld votes, (iii) resolving that the director will not be re-nominated in the future for election, or (iv) rejecting the resignation. Following a determination by the Board, the Company will disclose the Board's decision in a filing with the SEC, a press release, or another broadly disseminated means of communication. TheCorporate Governance Guidelines require the Board to nominate for election or re-election only those candidates who agree in advance in writing to tender a resignation letter in accordance with these terms. Each nominee for election at the Annual Meeting has agreed to follow this policy as set forth in theCorporate Governance Guidelines.

        TheCorporate Governance Guidelines also provide that outside directors tender their resignation for consideration by the Board following such director's 72nd birthday.

        Vacancies on the Board may be filled by a majority of the remaining directors. A director elected to fill a vacancy, or a new directorship created by an increase in the size of the Board, serves until the next annual meeting of stockholders, until his or her successor shall be elected and qualified, or until his or her earlier death, resignation or removal, except as otherwise required by law.

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Conflicts of Interest

        The Company'sCode of Business Conduct reflects the Company's policy that all of the Company's employees, including the Company's named executive officers and directors must avoid any activity that creates, or may create, a conflict of interest that might interfere with the proper performance of their duties or that might be hostile, adverse or competitive with the Company's business. In addition, each of the Company's directors and executive officers is encouraged to notify the Company's Board when confronted with any situation that may be perceived as a conflict of interest, even if the person does not believe that the situation would violate the Company'sCode of Business Conduct orCorporate Governance Guidelines. The Board will then determine, after consultation with counsel, whether a conflict of interest exists. Directors who have a material personal interest in a particular issue may not vote on any matters with respect to that issue.

Compensation Committee Interlocks and Insider Participation

        Richard A. Navarre, Patrick J. Bartels, Jr. and James N. Chapman each served on the Personnel and Compensation Committee during 2019. None of the directors who served on the Personnel and Compensation Committee during 2019 has been an officer or employee of the Company. None of the Company's executive officers has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers serving as a member of the Company's Board or Personnel and Compensation Committee.

Nomination Process for Election of Directors

        The Nominating and Corporate Governance Committee has responsibility for assessing the need for new directors to address specific requirements or to fill a vacancy. All candidates must meet the requirements specified in the Company'sCorporate Governance Guidelines. Candidates who meet those requirements and otherwise qualify for membership on the Company's Board are identified, and the committee initiates contact with preferred candidates. The committee regularly reports to the Board on the progress of the committee's efforts. The committee meets to consider and approve final candidates who are then presented to the Board for consideration and approval. The Company's chairman or the chairman of the Nominating and Corporate Governance Committee may extend an invitation to join the Board.

        Stockholder recommendations must be submitted in writing to Robert G. Jones, the Company's Secretary, and must include information regarding nominees required under the Company's Bylaws. Individuals properly recommended by stockholders will receive the same consideration received by individuals identified to the Nominating and Corporate Governance Committee through other means.

        The Company's Bylaws include a proxy access provision that allows stockholders who meet the requirements set forth in the Bylaws to include a specified number of director nominees in the Company's proxy materials.

Communicating with the Board of Directors

        The Company's Board has established procedures intended to facilitate communication by stockholders and interested parties directly with the Board as a whole, any of the Company's Board committees, the chairman of the Board, and any other individual director or group of directors, including the Company's non-employee directors as a whole. Such communications may be confidential or anonymous, and may be reported by phone to the Company's confidential hotline at 866-519-1881 or by writing to the individual directors or group in care of Arch Coal, Inc., One CityPlace Drive, Suite 300, St. Louis, Missouri 63141, Attention: Senior Vice President-Law, General Counsel and Secretary. All such communications are promptly communicated to the chairman, lead independent director, the chairman of the Audit Committee or the Company's director of internal audit, as appropriate.

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ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

        Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Patrick J. Bartels, Jr., James N. Chapman, John W. Eaves, Sherman K. Edmiston III, Robert B. Hamill, Holly Keller Koeppel, Patrick A. Kriegshauser, Paul A. Lang and Richard A. Navarre for election as directors, each to serve for a term that will expire at the Company's 2021 annual meeting of stockholders, until a successor is elected and qualified or until his or her earlier death, resignation or removal.

        To the knowledge of the Board, no nominee will be unwilling or unable to serve as a director. All nominees have consented to be named in this proxy statement and to serve if elected. If, however, a nominee is unavailable for election, your proxy authorizes the Company to vote for a replacement nominee if the Board names one. As an alternative, the Board may reduce the number of directors to be elected at the Annual Meeting.

Recommendation of the Board

        The Board recommends a vote "FOR" each nominee.

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ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
(PROPOSAL NO. 2)

        Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we are seeking advisory stockholder approval of the compensation of our named executive officers ("NEOs"), or "say-on-pay" vote, as disclosed in the section of this proxy statement entitled "Executive Compensation." Stockholders are being asked to vote on the following advisory resolution:

        "RESOLVED, that the stockholders approve, on an advisory basis, the compensation of Arch Coal, Inc.'s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material)."

        The compensation of our NEOs is designed to tie a substantial percentage of each officer's compensation opportunity to the attainment of financial and other performance measures that the Board believes promote the creation of long-term stockholder value and position the Company for long-term success. As described more fully in theCompensation Discussion and Analysis ("CD&A"), the total mix of compensation that the Company offers its NEOs is designed to enable the Company to attract and maintain top talent while, at the same time, creating a close relationship between performance and compensation. The Personnel and Compensation Committee and the Board believe that the design of the program, and as a result, the compensation awarded to NEOs under the program, fulfills this objective.

        Stockholders are urged to read the CD&A section of this proxy statement, the compensation tables and accompanying narratives, which discuss in detail how our compensation policies and procedures implement our compensation philosophy.

        Although the vote on this Proposal No. 2 is non-binding, the Board will review the voting results in connection with its ongoing evaluation of the Company's compensation program. The final decision on the compensation and benefits of our NEOs remains with the Board. The Board has adopted a policy that provides for this vote annually. At our 2017 annual meeting of stockholders, our stockholders voted, on an advisory basis, to hold annual "say-on-pay" votes.

Recommendation of the Board

        The Board recommends a vote "FOR" the following resolution at the Annual Meeting:

        "RESOLVED, that the stockholders approve, on an advisory basis, the compensation of Arch Coal, Inc.'s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material)."

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RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(PROPOSAL NO. 3)

        Ernst & Young LLP was the Company's independent registered public accounting firm for 2019. The Audit Committee has appointed Ernst & Young LLP as the Company's independent registered public accounting firm for 2020. The Audit Committee and the Board are requesting that stockholders ratify this appointment. In the event the stockholders do not ratify the selection of Ernst & Young LLP, the Audit Committee will reconsider its selection. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the fiscal year if the Audit Committee believes such a change would be in the Company's best interests and the best interests of the Company's stockholders. Representatives of Ernst & Young LLP are expected to be available at the Annual Meeting to make a statement if they desire to do so and to be available to respond to appropriate questions.

Fees Paid to Auditors

        The following table sets forth the fees accrued or paid to Ernst & Young LLP, the Company's independent registered public accounting firm, for the years ended December 31, 2019 and December 31, 2018:

        The Audit Committee has adopted an audit and non-audit services pre-approval policy that requires the Audit Committee to pre-approve services to be provided by the Company's independent registered public accounting firm. The Audit Committee will consider whether the services to be provided by the independent registered public accounting firm are prohibited by the SEC's rules on auditor independence and whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service. The Audit Committee is mindful of the relationship between fees for audit and non-audit services in deciding whether to pre-approve such services. The Audit Committee has delegated to the chairman of the Audit Committee pre-approval authority between committee meetings, and the chairman then reports any pre-approval decisions to the committee at the next regularly scheduled committee meeting. All non-audit services performed by Ernst & Young LLP in 2019 and 2018 were pre-approved in accordance with the procedures established by the Audit Committee.

Recommendation of the Board

        The Board recommends a vote "FOR" the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020.

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OTHER MATTERS

        The Company knows of no other matters to be submitted to the stockholders at the Annual Meeting. If any other matters properly come before the stockholders at the Annual Meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance with their best judgment.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

        This Compensation Discussion and Analysis describes the material elements of compensation paid to each of the following named executive officers of Arch Coal, Inc. (the "named executive officers" or "NEOs") for fiscal year 2019:

EXECUTIVE SUMMARY

        Our compensation program for 2019 was focused on incentivizing our NEOs to create long-term value for our stockholders and other stakeholders. We accomplished the following goals in 2019:

•

Achieved robust earnings, significant levels of cash flow, and strong profit margins.



•

Achieved net income of $13.52 per fully diluted share, even with a significant pullback in metallurgical pricing in the year's second half.



•

Generated cash from operating activities of $419.7 million, exceeding the Company's strong performance in 2018.



•

In our core metallurgical segment, achieved gross margins on a GAAP basis of $303.9 million and on a non-GAAP basis of $305.0 million, or $39.26 per ton sold.¹

¹

For each of our segments, non-GAAP gross margin and non-GAAP gross margin per ton sold are non-GAAP financial measures. We believe that these measures provide useful information to investors as they better reflect our revenue for the quality of coal sold and our operating results by including all income from coal sales, and our controllable costs and our operating results by including all costs incurred to produce coal. Refer to "Reconciliation of Non-GAAP Measures" on page 63 of our Annual Report on Form 10-K for the year ended December 31, 2019 for a reconciliation to the most directly comparable GAAP measures.

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•

Took significant steps to sharpen our strategic focus as a high quality metallurgical coal producer:



•

Initiated and made significant progress on the development of our Leer South mine, which will be a world-class High-Vol A longwall mine.



•

Acquired an additional 20 million tons of reserves adjacent to our Leer operation for around $2.50 per ton, significantly extending the life of that highly profitable and strategic asset.



•

Entered into a definitive agreement with Peabody Energy Corporation to create a highly synergistic joint venture combining the companies' western thermal coal operations.



•

Disposed of Arch's lone thermal mine in the eastern United States, sharpening our strategic focus still further.



•

Returned $274 million to stockholders through a capital return program comprised of share buybacks and dividends:



•

Executed on our share repurchase program, purchasing approximately 2.9 million shares of common stock, for a total of $243.5 million.



•

Paid $30 million in quarterly cash dividends.



•

Since launching the program in May 2017, we have repurchased approximately 40% of the Company's outstanding shares for a total of $827.4 million and paid quarterly dividends totaling $85.9 million.



•

Maintained our industry-leading financial position and balance sheet:



•

Ended the year with cash and short-term investments of $289 million and debt of $316 million, resulting in a very modest net debt position of only $27 million.



•

Achieved a settlement on a legacy land dispute with the federal government valued at $39 million, which will lead to an even stronger financial position in 2020 as cash is received.



•

Monetized more than $51 million in alternative minimum tax credits, adding still further to the Company's strong cash and liquidity position.



•

Continued to deliver industry-leading safety and environmental performance:



•

Arch's safety incident rate for 2019 was again nearly three times better than the national coal industry average.



•

Our flagship Leer longwall mine completed the full year without a single MSHA reportable injury — an almost unparalleled feat for an underground mine of its size.



•

Our operations in West Virginia — where all of our core metallurgical segment mines are located — won seven state safety awards, including the state's top two honors.



•

Arch reported another near-perfect annual performance with respect to air and water quality compliance.

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•

The Leer mine was honored with the Department of Interior's top national environmental honor, the Good Neighbor Award.



•

The Beckley mine was honored with the State of West Virginia's top environmental honor, the Greenlands Award.



•

Overall, Arch operations won eight federal, state and national conservation group environmental awards during 2019, bringing the total received in the past four years to 30.

2019 Key Compensation Decisions and Actions

        Our key compensation decisions and actions relating to our NEOs' compensation for 2019 included the following:

•

Base salary amounts.  Except with respect to Mr. Ziegler, no base salary increases were made for our NEOs in 2019, and these NEOs have not received base salary increases since 2015. Mr. Ziegler, the Senior Vice President and Chief Administrative Officer, received a base salary increase in conjunction with his promotion to that role in 2019.



•

2019 annual incentive compensation plan ("ICP") payouts.  Our 2019 budget and strategic objectives, as well as our core operating values of safety and environmental stewardship, were considered when establishing our 2019 incentive compensation plan design. The weightings of the plan metrics were set as follows: Adjusted EBITDA (50%), Free Cash Flow (20%), safety incident rate (15%) and environmental compliance (15%). The outstanding safety and environmental achievements by the Company during 2019 resulted in above-target performance for the safety incident rate metric and maximum performance for the environmental compliance metric and an overall payout of 113.6% of target for our NEOs.



•

Long-term incentive grants.  Based on internal analysis and feedback from Company stockholders and stakeholders, we modified our long-term incentive plan to introduce new performance metrics, which resulted in an adjustment to the timing of our annual LTIP grants from October to February. As a result, no LTIP component of compensation was granted to our NEOs during 2019. For 2020, the LTIP awards to our NEOs will be weighted equally between time- and performance-based restricted stock units. The performance-based restricted stock unit component of the annual LTIP grants will be based on the Company's performance against return on invested capital targets and relative total shareholder over a three-year performance period.

Overview

        Our compensation programs are designed to attract, motivate and retain highly talented executives, while keeping them focused on promoting our strategic objectives. We believe these compensation programs encourage sustained long-term profitability by making a significant portion of each named executive officer's total direct compensation variable and dependent on our achievement of safety, environmental and financial performance. Thus, most of our executives' total compensation is performance-based and not guaranteed.

        The type and amount of compensation for each NEO is determined after considering a variety of factors, including the executive's position and level of responsibility within our organization, comparative market data and other external market-based factors. The Personnel and Compensation Committee, or the Committee, uses this

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information when establishing compensation in order to achieve a comprehensive package that emphasizes pay-for-performance and is competitive in the marketplace. For the 2019 fiscal year, the pay mix at target for the CEO and other NEOs is displayed below.

(1)

Average of the NEOs, excluding the CEO.

(2)

Although long-term incentive awards were not granted to NEOs during 2019, the charts include the target value of such awards as if they had been granted during 2019 for consistency.

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        The components of the NEO compensation program for 2019 were as follows:

Our Compensation Process

        The Committee, with advice and analysis from its independent compensation consulting firm, considers current compensation levels, benchmarking and other data of peer companies, individual and Company performance, long-term career goals, future leadership potential and succession planning, among other factors, in determining appropriate target compensation levels for our NEOs. The Committee does not use a formula to weight these factors, but instead uses these factors to provide context within which to assess the significance of comparative market data and to differentiate the level of target compensation among our NEOs.

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        After the end of the performance period to which a particular incentive award relates, the Committee reviews our performance relative to the applicable performance targets and recommends payouts based on that performance. The Committee generally retains the ability to recommend payouts that are above or below actual performance levels for the applicable performance period. For purposes of determining the amount of a payout to recommend, the Committee may also consider infrequent or non-recurring items that are not reflective of ongoing operations, the effects of major corporate transactions or other items that the Committee determines, in its judgment, significantly distort the comparability of our actual performance against the performance targets.

        Annually, the Committee reviews the design of our named executive officer compensation program, including whether the risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on the Company. In doing so, the Committee assesses whether compensation programs used in prior years have successfully achieved our compensation objectives. The Committee also considers the extent to which our compensation program is designed to achieve our long-term financial and operating goals. The Committee has retained the independent compensation consultant referenced below under "Role of Compensation Consultants" to help analyze certain comparative market data. Certain members of management participate in this process by assembling and summarizing data used by the Committee. The Committee and its independent compensation consultant reviewed our compensation policies and practices, and the Committee has determined that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. In 2019, the Company prepared "tally sheets" that summarize the past and present values of each component of each NEO's total compensation. This tool is available to assist Committee members in the evaluation and approval of changes to compensation.

Role of Compensation Consultants

        During 2019, the Committee continued to retain Lyons, Benenson & Company Inc. ("LB") as an independent compensation consultant to advise on executive compensation matters. LB assisted the Committee in determining the compensation peer group, which is described in more detail below. LB also advised the Committee on competitive compensation practices, mix of compensation elements and comparative market data, which the Committee considered in addressing and determining the appropriate levels of compensation for each NEO relative to the marketplace.

        The Committee has reviewed the independence of its independent compensation consultant and has determined that no conflicts of interest exist. The Committee has sole authority to retain or replace the independent compensation consultant. The Committee regularly reviews the performance and independence of its independent compensation consultant, as well as fees paid. A representative of the independent compensation consultant attends Committee meetings as requested to serve as a resource on compensation matters. In order to encourage independent review and discussion of compensation matters, the Committee has the authority to, and does from time to time, meet with such representative in executive session.

Role of Management

        Annually, the Committee reviews the performance of our chief executive officer and makes recommendations to the Board regarding his compensation. In doing so, the Committee uses information provided by the independent compensation consultant and certain historical financial and operating performance data provided by

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management. Our chief executive officer reviews the performance of the other NEOs with the Committee and makes recommendations on their base salary, annual cash incentive and long-term incentive opportunities. The Company's human resources department provides support for this process.

Compensation Peer Group

        In 2019, the Committee, in consultation with LB, conducted a review of potential peer group companies based primarily upon criteria including size (both in terms of revenues, market capitalization and EBITDA), business alignment, industry relevance and competition for executive talent. The Committee seeks to maintain as much consistency as possible in the peer group year over year and carefully considers any changes. The only update to the group for 2019 was the removal of Cloud Peak Energy, Inc. due to their Chapter 11 filing. This updated peer group (listed below) has median revenues of approximately $3.0 billion (with a range of $1.4 billion to $6.8 billion) and median market capitalization of approximately $1.6 billion (with a range of $246 million to $20.1 billion). The Committee recognizes that the companies in this group generally are larger than the Company under the market capitalization measure; nevertheless, the Committee views this peer group as appropriate in light of the importance it ascribes to providing competitive compensation opportunities that are sufficient to attract and retain the talented executives needed to lead the Company.

        When evaluating benchmark data for these peer companies, the median market data is applied to each individual pay component in addition to a total compensation analysis. General industry compensation data is also reviewed by the Committee to provide an additional reference point. This data is based on a broad spectrum of public companies (excluding financial services and retail companies) that had median revenues similar to the Company.

        The Committee assesses the appropriateness of the peer groups used to benchmark our compensation programs on an annual basis and adds or subtracts members of the peer groups as appropriate.

Evaluation of Stockholder "Say-on-Pay" Vote Results

        This year we are again providing stockholders with the right to cast a non-binding advisory vote to approve the compensation of our NEOs (see "Proposal No. 2 — Advisory Vote to Approve Named Executive Officer Compensation"). Approximately 86% of the votes cast at our 2019 annual meeting of stockholders voted to approve our executive compensation programs and policies, which is a significant improvement over the prior year. Although we view this as an endorsement of our executive compensation program, during 2019 we continued to engage in additional stockholder outreach efforts as discussed in the "Stockholder Engagement

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Program" section below. The Committee takes stockholder feedback, as well as the results of the "say-on-pay" vote, into account when establishing or modifying our compensation programs.

Stockholder Engagement Program

        Following our 2019 Annual Meeting, we reached out to our largest stockholders representing more than 75% of our outstanding shares of common stock. We subsequently met with the holders of approximately 40% of our outstanding common stock to discuss our corporate governance program, executive compensation practices and ESG-related matters, including safety, environmental stewardship, community engagement and corporate culture. Additionally, one other large stockholder declined our request for a meeting, noting that there were no questions or concerns that would warrant a discussion. The stockholders that we spoke with were generally supportive of our corporate governance program and executive compensation practices.

        Regarding our executive compensation program, we received positive feedback on the structure of both our annual and long-term incentive plans. Certain stockholders asked that our Committee review our use of volume-weighted average price ("VWAP") as the sole metric under our long-term incentive plan. Our Committee and Board carefully considered stockholder feedback and implemented a change to the performance metrics in the 2020 long-term incentive plan by replacing VWAP with two equally-weighted metrics, return on invested capital and relative total shareholder return. Our Committee and Board will continue to evaluate our annual and long-term incentive plans and the effectiveness of all performance metrics.

Elements of Our Compensation Program

        The Committee believes that our named executive officers, together with our other executives who have an ability to influence the achievement of our financial and operating objectives, should have a higher percentage of total compensation that is variable and, therefore, subject to greater risk. This provides closer alignment between those executives' total compensation with the short- and long-term interests of stockholders and other stakeholders.

        In order to achieve the compensation objectives established by the Committee, the Company uses the following compensation elements:

•

Base salary;



•

Short-term incentive opportunities (the Annual Incentive Compensation Program);



•

Long-term incentive opportunities (the Long-Term Incentive Program); and



•

Certain other limited executive benefits.

        In general, as the position and amount of responsibility for an executive increase, a greater percentage of that executive's total compensation will be variable. Executives with the highest level and amount of responsibility generally have the lowest percentage of their total compensation fixed as base salary and the highest percentage of their total compensation dependent upon our performance, as reflected in short- or long-term incentive awards.

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        The following table shows the allocation of total target compensation for each NEO for each of the last three years:

Base Salary —

        We provide each named executive officer with an annual base salary. Base salaries for our named executive officers depend on each executive's experience and scope of responsibilities as well as the median market data for comparable job positions at companies within our peer group. We increase base salary primarily in response to notable achievements or for additions in scope of responsibilities. In addition, we may increase base salary to remain competitive in the marketplace.

        Except with respect to Mr. Ziegler, who received a base salary increase in connection with his promotion to Senior Vice President and Chief Administrative Officer in 2019, the Committee determined that the base salaries for our NEOs were properly aligned with peer companies based on a review of competitive market data and should not be increased for 2019. Other than Mr. Ziegler, our other NEOs have not received base salary increases since 2015.

Annual Incentive Compensation Program —

Overview —

        The Committee designed the Annual Incentive Compensation Program to focus our organization on meeting and exceeding certain annual financial and operating objectives by rewarding those key employees with the greatest ability to influence our results.

        For 2019, the Committee selected Adjusted EBITDA and Free Cash Flow as the financial performance measures for the program. Adjusted EBITDA constitutes 50% of the total target award, and Free Cash Flow represents 20% of the total target award. Consistent with prior years, the Committee chose environmental and safety metrics as the operating performance measures for the program, each of which constitute 15% of the total

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target award. The environmental and safety measures continue to be part of the 2019 program because these goals reflect our core values.

        Early each year, the Committee determines the compensation plan design for the annual cash incentives based on performance from the prior year, as well as other factors. The Committee recommends the annual plan design, as well as the performance targets, to the Board for approval. Annual cash awards contain various incentive levels based on the participant's accountability and impact on our performance, with target opportunities established as a percentage of base salary based on the median market data. During the executive market review in 2019, the NEO annual incentive targets were increased to align with competitive market data for each position.

        The following table shows the target opportunities available to the NEOs as a percentage of their base salaries and the actual payouts as a percentage of their base salaries for each of the last three years:

        The following table shows the performance measures used in the 2019 Annual Incentive Compensation Program for our NEOs, together with the percentage of the total annual cash incentive grant that such component comprises. Each of the components for the NEOs is described in greater detail below:

        We believe that these performance measures align our compensation packages with both stockholder and employee interests by targeting specific performance goals and operational standards. By identifying meaningful performance measures and by assigning certain measures greater weight, we are able to more closely align compensation to the achievement of those business objectives over which particular employees have the greatest impact.

        If the target level of performance is achieved with respect to a particular performance measure, the applicable payout percentage for that performance measure will equal 100%. Achievement at the threshold performance level results in an applicable payout percentage that varies based on the performance measure, as shown in the table below. If the maximum level of performance is achieved with respect to a particular performance measure, the payout percentage for that measure will equal 200% of target performance. We interpolate payouts under the

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annual cash incentive awards for performance levels that fall between the threshold, target and maximum performance levels. There is no payout for performance that does not meet the threshold level criteria and there is no payout in excess of the maximum performance level.

Adjusted EBITDA —

        "Adjusted EBITDA" is determined based on our earnings before interest, taxes, depreciation and amortization, on a consolidated basis in accordance with generally accepted accounting principles, and excludes items such as acquisition-related expenses and amortization of acquired sales contracts. The Committee reviewed the budget approved by the Board for 2019, which included Adjusted EBITDA, and set the "target" level for this performance measure at 100% of budget. The threshold payout value for 2019 was set at 70% of the Adjusted EBITDA budget and the maximum payout value was set at 130% of the Adjusted EBITDA budget. The following table shows the threshold, target and maximum levels for the 2019 Annual Incentive Compensation Program:

Free Cash Flow —

        "Free Cash Flow" is defined as cash flow from operating activities minus royalty payments and capital expenditures used for maintaining the asset base. Capital spending, if any, applied to new mine development is not deducted from the Free Cash Flow calculation. The Committee reviewed the budget approved by the Board and set the "target" level for this performance measure at 100% of budget. The threshold payout value was set at 70% of the Free Cash Flow budget and the maximum payout value was set at 130% of the budget. The following table shows the threshold, target and maximum levels for the 2019 Annual Incentive Compensation Program:

Safety Incident Rate —

        Safety is an important emphasis for the Company and, the Board believes, each of the Company's stakeholders. Strong safety performance leads to improved employee performance and lower costs associated with

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regulatory citations, insurance and litigation matters, which in turn lead to improved operating performance. Because of these factors, the Committee uses Safety Incident Rate as a component of the annual incentive compensation program. "Safety Incident Rate" is determined based on the Company's historical performance and is the number of reportable injuries per 200,000 man hours. The "target" goal for 2019 was set at the Company's three-year average, while the threshold and maximum goals were set at 10% higher than the Company's three-year average and 10% improvement over the Company's three-year average, respectively. In addition, there is no payout for this performance measure if there is a work-related fatality during the fiscal year. The following table shows the threshold, target and maximum levels for the 2019 Annual Incentive Compensation Program:

Environmental Compliance —

        Like safety, environmental compliance is an important goal for the Company. Improved environmental compliance can improve the areas in which our employees live and operate and reduce long-term costs and expenses associated with fines, remediation issues and litigation matters. The Committee has established an environmental compliance component based on Notices of Violation, or NOVs, received by the Company and its subsidiaries. For 2018, the target goal was set at the Company's three year average and the threshold and maximum goals were set at plus one NOV and minus one NOV, respectively, of the target level. Due to the Company's outstanding environmental compliance performance over the past three years, the Committee approved the same performance levels for 2019 as were used for 2018 to acknowledge that management has set the industry standard for environmental compliance as it approaches near perfect performance and to continue to motivate continued performance by management in this regard. The following table shows the threshold, target and maximum levels for the 2019 Annual Incentive Compensation Program:

2019 Payout Under the Annual Incentive Compensation Program

        In early 2020, the Committee evaluated the level of achievement of the various performance measures for 2019 and made the following determinations:

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        Based on the actual performance as set forth above, the cumulative amounts listed below were earned under the 2019 Annual Incentive Compensation Program for the Company's 2019 performance.

Long-Term Incentive Program

Overview —

        The Committee designed our long-term incentive program to promote decision-making that creates long-term value for our stockholders and other stakeholders. The Committee believes that an effective LTIP should also create strong retention incentives for those key employees who are most likely to influence our long-term performance.

        For 2017 and 2018, our long-term incentive program was comprised entirely of restricted stock units, for which awards were divided equally between time- and performance-based awards. Long-term incentive awards contain various incentive levels based on the participant's accountability and potential influence on our performance, with target opportunities established as a percentage of base salary based on the median market data.

2019 Annual Grants —

        No long-term incentive awards were granted during 2019. Following an extensive review of the metrics used in the performance-based restricted unit awards based on stockholder feedback on the design of our executive compensation programs, the Board approved changing from a single measure, volume-weighted average price, to two equally-weighted measures, return on invested capital ("ROIC") and relative total shareholder return ("TSR"). In order to effectively establish meaningful ROIC targets based on the approved three-year budget, the timing of the long-term incentive plan grant was moved from October 2019 to February 2020.

2016 Restricted Stock Unit Award Achievement and Payment —

        On November 23, 2016, following the emergence from Chapter 11, each of our NEOs received two long-term incentive plan awards of restricted stock units.

        The time-based restricted stock unit award comprised 40% of the aggregate number of shares covered by the two awards. The award vested one-third on each of the first three anniversaries of the grant date. The vested restricted stock units were delivered in shares on the third anniversary of the grant date.

        The performance-based restricted stock unit award comprised 60% of the aggregate number of shares covered by the two awards. The performance-based award vested on the third anniversary of the grant date and

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was earned based on the volume weighted average price ("VWAP") of a share during any 90-day trading period during the three-year performance period, as follows:

        If the highest VWAP achieved during the performance period fell between any of these share prices, the percentage of the award that vested was subject to straight-line interpolation between the percentages corresponding to the two prices. Based on the highest VWAP achieved during the 2016 - 2019 performance period of $93.56, 60.7% of the target award was earned by our NEOs in the following numbers of units: Mr. Eaves — 51,899; Mr. Drexler — 16,389; Mr. Lang — 27,315; Mr. Ziegler — 9,560; Mr. Jones — 9,560.

Other Benefits

        Executive Benefits —  We provide a limited number of executive benefits such as financial planning services to our NEOs and certain other key employees. The purpose of these benefits is to attract and retain executives with a comprehensive compensation package. Executive benefits are taxable to the executives. Executives do not receive any tax gross-up payments on these benefits.

        Participation in Benefit Plans and Other Compensation Arrangements —  Each of our NEOs is eligible to participate in the same health and welfare plans as our other eligible employees. These plans include medical and dental insurance, life, travel and accidental death and dismemberment insurance, short- and long-term disability coverage and participation in our qualified defined benefit pension plan (which was frozen at the end of 2014) and a 401(k) plan. The following is a summary of certain benefit plans and other compensation arrangements available to our NEOs but for which our other employees generally may not be eligible:

        Supplemental Retirement Plan Benefits —  We maintain a supplemental retirement plan that historically provided eligible employees, including the NEOs, with retirement benefits that would otherwise have been available under our defined benefit pension plan but for certain limitations contained in the Internal Revenue Code. We froze this supplemental retirement plan on December 31, 2014, the same date that we froze our defined benefit pension plan. No participants earn any service credit after such date. The Board approved termination of the supplemental retirement plan in August 2019. Active employees will receive a lump sum distribution of their accumulated benefits under the plan in August 2020. For more information about our defined benefit pension plan and our supplemental retirement plan, including the accumulated benefits attributable to our NEOs, see "Pension Benefits" below.

        Non-Qualified Deferred Compensation Plan —  We maintain a non-qualified deferred compensation plan that historically has allowed eligible employees, including our NEOs, to defer receipt of a portion of their base salaries and certain annual and long-term cash incentive awards until the dates elected by the employees. We have not allowed deferrals under this non-qualified plan since 2015. The Board approved termination of the non-qualified deferred compensation plan in August 2019. Plan participants will receive a lump sum distribution of their

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account balance under the plan in August 2020. For more information about our deferred compensation plan, including information about amounts attributable to our NEOs, see "Non-Qualified Deferred Compensation" below.

        Change in Control Agreements —  To provide our NEOs and certain other key employees with some financial security in the event their employment with our organization is terminated without cause or under certain circumstances following a change in control, we provide the executives with change in control agreements that provide for cash payments and certain other severance benefits upon a qualifying termination. As a condition to receiving payments under the change in control agreements, the NEO is required to execute a waiver of claims against us and abide by certain non-disclosure, non-competition and non-solicitation requirements. We believe that the change in control agreements provide a meaningful mechanism by which to retain those individuals who are most capable of affecting our future performance. For more information about the change in control agreements with our NEOs, see "Potential Payments upon Termination of Employment or Change in Control" below.

Stock Ownership Guidelines

        Our Board has adopted stock ownership guidelines which are intended to promote meaningful stock ownership by our NEOs. These guidelines specify a number of shares of our common stock, including unvested RSUs, that our NEOs must accumulate within the later of five years of the implementation of the guidelines or their first receiving an equity grant. All of our NEOs either satisfy the required threshold or are within the five-year period. The specific shareholding guidelines are determined based on a multiple of base salary, as follows:

Anti-Hedging and Anti-Pledging Policy

        Each of our directors and employees, including our NEOs, is subject to the terms of our securities trading policies. Those policies prohibit entering into hedging transactions involving our stock, including trading in or writing "puts" and "calls" or engaging in "prepaid variable forward contracts," "equity swaps," "collars," "exchange funds," "short sales," "margining" or any financial instruments or other action designed to hedge or offset or speculate on any change in the value of the Company's stock. Those policies also prohibit NEOs and directors from pledging any Company securities.

Impact of Section 162(m) on Compensation

        Prior to the Tax Cuts and Jobs Act ("Tax Reform") that was signed into law December 22, 2017, Section 162(m) of the Internal Revenue Code generally limited to $1 million the U.S. federal income tax deductibility of compensation paid in one year to a company's CEO or any of its three next-highest-paid executive officers (other than its Chief Financial Officer). Compensation that qualified as "performance-based" under Section 162(m) of the Code was exempt from this $1 million limitation. As part of Tax Reform, the

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ability to rely on this "qualified performance-based compensation" exception was eliminated, and the limitation on deductibility was generally expanded to include all named executive officers. Although we maintain compensation arrangements that were intended to qualify as performance-based compensation under Section 162(m) prior to Tax Reform, subject to certain transition relief rules, we may no longer take a deduction for any compensation paid to our covered employees in excess of $1 million. Furthermore, although the Committee may have taken action intended to limit the impact of Section 162(m) of the Internal Revenue Code, it also believes that the tax deduction is only one of several relevant considerations in setting compensation. The Committee believes that stockholder interests are best served by not restricting the Committee's flexibility in structuring compensation programs, even though such programs may result in non-deductible compensation expenses. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for federal income tax purposes.

2019 Summary Compensation Table

        The following table is a summary of compensation information for our chief executive officer, our chief financial officer and each of the other three most highly compensated executive officers for the fiscal year ended December 31, 2019:

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(3)    Amounts shown for 2019 reflect the following:

•

For Mr. Eaves: matching contributions to 401(k) plan ($16,800), financial planning and tax preparation services ($15,610) and club dues ($17,560).



•

For Mr. Drexler: matching contributions to 401(k) plan ($16,800), financial planning and tax preparation services ($14,022) and club dues ($9,540).



•

For Mr. Lang: matching contributions to 401(k) plan ($13,954) and financial planning and tax preparation services ($3,500).



•

For Mr. Ziegler: matching contributions to 401(k) plan ($16,373) and financial planning and tax preparation services ($11,819).



•

For Mr. Jones: matching contributions to 401(k) plan ($11,423) and financial planning and tax preparation services ($16,885).

Grants of Plan-Based Awards for the Year Ended December 31, 2019

        The following table shows information relating to the grants of certain equity and non-equity awards made to the NEOs during 2019. No equity awards were granted to the NEOs during 2019.

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Outstanding Equity Awards at December 31, 2019

        The following table shows information relating to the equity awards previously granted to our NEOs that were outstanding as of December 31, 2019. Our NEOs did not hold any stock options as of December 31, 2019.

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Option Exercises and Stock Vested for the Year Ended December 31, 2019

        The following table shows information relating to the value realized by our NEOs as a result of the vesting of their restricted stock unit awards during 2019. Our NEOs did not exercise any stock options in 2019.

Pension Benefits

        Defined Benefit Pension Plan.    We sponsor a defined benefit pension plan covering all of our eligible employees, including our NEOs. We froze our pension plan on December 31, 2014. No participants earn any service credit after such date. Under the plan, a cash balance account was established for each participant. Participants become vested in their cash balance accounts after serving three years with us. Upon retirement or upon termination of employment following three years of service with us, participants or their beneficiaries may elect to receive benefits in a lump sum, in installments over a period of time or at a later date. Under the terms of the plan, normal retirement occurs on the first day of the month following the date a participant turns 65. We credit each participant's cash balance account with an interest amount based on the U.S. Treasury rate, subject to an annual minimum rate of 4.25%.

        Supplemental Retirement Plan.    We sponsor a supplemental retirement plan covering all of our eligible employees, including our NEOs, whose retirement benefits under our defined benefit pension plan are limited by the Internal Revenue Code. We froze our supplemental retirement plan on December 31, 2014. Subject to the limitations contained in the Code, benefits under the supplemental retirement plan are typically paid six months after termination in a lump sum. The Board approved the termination of the supplemental retirement plan in August of 2019. Active employees will receive a lump sum distribution of their accumulated benefits under the plan in August 2020.

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        The following table shows information relating to the accumulated benefits to which the NEOs were entitled under our defined benefit pension plans as of December 31, 2019:

Non-Qualified Deferred Compensation

        We maintain a deferred compensation plan that historically has allowed eligible employees to defer receipt of their base salaries and/or incentive awards until the dates elected by the employees. We have not allowed deferrals under the plan since 2015. The cash amounts previously deferred are invested in accounts that mirror the gains and/or losses of a number of different investment funds. These investment funds are substantially similar to the investment alternatives offered to participants in our 401(k) plan. The plan has never offered any above-market rates of return to any of our NEOs. Participants are always vested in their deferrals under the plan and any related earnings.

        Under the plan, we credit each participant's account with the number of units equal to the number of shares or units that the participant could purchase or receive with the amount of compensation deferred under the plan on the date we credit the participant's account, based upon the fair market value of the underlying investment on that date. We would typically pay the amount of compensation deferred under the plan to the participant (or to their designated beneficiary in the event of death) in annual installments or in a lump sum, at the participant's election, following the participant's termination of employment or on the date or dates specified by the participant in his payment election. The amount we pay will be based on the number of units credited to each participant's account, valued on the basis of the fair market value of an equivalent number of shares or units of the underlying investment on the date payment occurs. We may also pay a participant the amount of compensation deferred under the plan prior to the date the participant initially elected to receive payment if we determine that the employee has a demonstrated financial hardship. The Board approved the termination of the non-qualified deferred compensation plan in August of 2019. Participants in the non-qualified deferred compensation plan will receive a lump sum distribution of their account balance under the plan in August 2020.

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        The following table shows information relating to the activity in the deferred compensation plan accounts for the NEOs during 2019:

Potential Payments upon Termination of Employment or Change in Control

        We maintain certain agreements or arrangements with each of our NEOs and other executives that provide for the payment or acceleration of certain benefits in the event that the executive's employment is terminated under certain circumstances or following a change in control. In addition to the benefits described below, the NEOs would also be entitled to receive certain benefits under our defined benefit and pension plan, supplemental retirement plan and non-qualified deferred compensation plan. See the subsection entitled "Pension Benefits" for more information on the benefits accumulated under our defined benefit pension plan and our supplemental retirement plan that are attributable to each of the NEOs and the subsection entitled "Non-Qualified Deferred Compensation" for more information on the aggregate balance maintained under our deferred compensation plan by each of the NEOs.

        Our NEOs' change in control agreements provide "double trigger" payments on involuntary termination of employment in connection with a change in control.

Potential Payments upon Termination of Employment

        We maintain change in control agreements with our NEOs and other executives. Under the change in control agreements, we may be required to provide compensation in the event of a termination of employment or a change in control of the Company. As a condition to each executive's entitlement to receive payments under the change in control agreements, the executive is required to execute a waiver of claims against us and to abide by certain non-disclosure, non-competition and non-solicitation requirements.

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        Voluntary termination and termination for cause —  Each of the NEOs may terminate his employment at any time. In addition, we may terminate the employment of the NEOs for cause for any of the following reasons:

•

a willful and continual failure to perform his duties;



•

gross misconduct that is materially and demonstrably detrimental to us; or



•

the commission of a felony.

        Under the terms of the change in control agreements, if we terminate an executive's employment for cause or if an executive voluntarily terminates his employment, then we will pay the executive an amount equal to the executive's accrued and unpaid base salary.

        The RSU award agreements provide that, if an executive voluntarily terminates his employment (other than for good reason or due to retirement), his unvested RSUs will be forfeited. If we terminate an executive's employment for cause, his RSUs, whether vested or unvested, will be forfeited.

        Involuntary termination prior to a change in control —  Under the change in control agreements, each of the NEOs may be entitled to certain benefits on an involuntary termination. If we terminate an executive without cause prior to a change in control, then under the terms of the change in control agreement we will pay the executive a lump sum cash amount equal to the following:

•

one times (two times for Mr. Eaves) the executive's highest annual base salary during the preceding three years;



•

one times the higher of the executive's annual cash incentive award for the most recent year or the average annual cash incentive award for the three preceding years;



•

a pro rata portion of any amounts to which the executive would be entitled under our annual cash incentive awards or our long-term cash and equity-based incentive awards;



•

12 times (18 times for Mr. Eaves) the effective monthly COBRA rate;



•

12 times (24 times for Mr. Eaves) the applicable monthly life insurance premium rate;



•

the matching contribution under our defined contribution plan and executive deferred compensation plan and the annual interest credit amounts under our defined benefit plans as if the executive continued to participate in those plans for a period of 12 months (24 months for Mr. Eaves); and



•

the value of any unused vacation time.

        Also, we have agreed to reimburse the NEOs for the cost of financial counseling services (up to a maximum of $5,000) for a period of 12 months (24 months for Mr. Eaves), and the cost of reasonable outplacement services for a period of 12 months (24 months for Mr. Eaves).

        The RSU award agreements provide for the following treatment of the awards if an NEO's employment is terminated by us without cause or by the NEO for good reason:

•

For the time-based RSU awards granted in 2017 and 2018, a prorated portion of the RSU will vest (based on the portion of the three-year vesting period that the NEO was employed) as of the date of such

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termination, and any remaining unvested portions will be forfeited. The vested portion of the award will be settled on the date of such termination.

•

For the performance-based RSU awards, the service condition will be deemed attained with respect to a prorated portion of the RSUs (based on the portion of the three-year performance period that the NEO was employed), and such prorated portion of the award will remain subject to the VWAP performance condition. The remaining portion of the award will be forfeited.

        The retention awards granted to Messrs. Eaves, Drexler and Lang in October 2018 provide for the following treatment if the executive's service with us is terminated by us without cause or by the executive for good reason:

•

For the cash-based retention award, any unpaid portion of the award will be paid within 35 days following the effective date of such termination.



•

For the retention RSU award, the unvested portion of the RSUs will vest in full.

        The following table shows the amounts that each of the NEOs would have received if we had terminated his employment for reasons other than cause prior to a change in control on December 31, 2019: