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Westmoreland Coal Co (WLB)

May 21, 2013 10:30 am ET

Executives

Keith E. Alessi - Executive Chairman and Chairman of Executive Committee

Jennifer S. Grafton - General Counsel, General Counsel of Compliance & Corporate Governance and Secretary

Operator

The Westmoreland Call Annual Meeting of Stockholders will now begin.

Keith E. Alessi

Good morning. This is Keith Alessi in Englewood. I'm the Chairman of Westmoreland. We're here this morning to have our virtual shareholder meeting for the year. We see there's a number of folks online, and we welcome you aboard. In the past, we've had these live and in person and really haven't had much participation. So we look forward to having the virtual meeting.

For those of you that attended annual meetings in the past, you'll know that the actual meeting itself will only go a couple of minutes as the vast majority of votes are cast with proxy, and company bylaws require that any -- in business brought before the annual be noticed properly and there has been such notifications. As such, we'll do a very quick meeting here, and then we'll open it up for any questions that anybody online might have.

Our General Counsel, Jennifer Grafton, will serve as Secretary today and the Inspector of Election. And I'm going to turn the meeting over to her to give the Secretary's report.

Jennifer S. Grafton

Affidavits have been filed with me with respect to the mailing commencing on April 5, 2013 of the company's notice proxy statement in form of proxy for this meeting to all holders of record of common stock and depositary shares at the close of business on March 25, 2013. A certified copy of the list of stockholders has been delivered to me, and I have taken the necessary oath of office to serve as the inspector of elections. We believe there are present, in person or by proxy, 91.8% of the common stock and depositary shares present. A majority of the shares entitled to vote at this meeting are present in person or represented by proxy. Therefore, a quorum is present for purposes of conducting the meeting.

Keith E. Alessi

Thank you. I'll note that the time is 8:31, and I'll now call the annual meeting of shareholders to order. It's my pleasure to introduce our current board members who are here today. Ms. Gail Hamilton, Mr. Michael Hutchinson, Mr. Robert King is also our CEO, Mr. Richard Klingaman, Mr. Jan Packwood, Mr. Bob Scharp and Mr. Craig Mackus, he's our director nominee who's going -- has been nominated to fill the position of Mike D'Appolonia who served 5 years as the director and retired. And we thank Mike for his service.

Also present, we have Sean Tilley [ph] and Matthew Whipple of Ernst & Young, the company's independent auditors. I'll now turn the meeting over to Ms. Grafton.

Jennifer S. Grafton

The only items of business that may come before today's meetings are those for which timely notice has been received. No notices have been received for items other than those included on the ballots mailed to stockholders. We will now proceed with stockholder voting for the 3 proposals presented in the proxy statement. For all proposals each common stockholder and depositary shareholder of record as of March 25, 2013, is entitled to one vote for each share of common stock and each depositary share held. Proposal #1 is the election of 8 directors to hold office each for 1 year term. The nominees are Keith Alessi, Gail Hamilton, Michael Hutchinson, Robert King, Richard Klingaman, Craig Mackus, Jan Packwood and Robert Scharp. Proposal #2 is an advisory approval of Westmoreland Coal company's executive compensation. Proposal #3 is the ratification of the appointment of Ernst & Young LLP as principal independent auditor for fiscal year 2013. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions. Stockholders who have sent in proxies or voted via cell telephone or Internet and do not wish to change their vote, do not need to take any further action. If anyone wishes to vote at this time, please do so electronically by clicking the vote here button on the virtual meeting. We are ready to open the polls for voting.

Keith E. Alessi

I'll note that the time is 9:33. I declare the polls open for all proposals. Anybody on?

Unknown Attendee

8:33.

Keith E. Alessi

8:33, I'm sorry. And anybody online who would like to vote? And I see there are no shareholders online. We have some nonshareholders. I'll therefore declare the polls closed at 8:34. Has the inspector of election tabulated the results of the balloting?

Jennifer S. Grafton

Yes, and the results are, all proposals were approved by a majority vote.

Keith E. Alessi

Great. Thank you Ms. Grafton. The board nominees whose names appeared in the proxy statement have been approved by vote of stockholders. Proposals 2 and 3 were approved by the majority of the stockholders also. As there's no further formal business, I hereby move the adjournment of the meeting. All those in favor of the motion indicate by saying I.

[Voting]

Keith E. Alessi

Opposed.

[Voting]

Keith E. Alessi

The motion is carried. The meeting is adjourned at 8:35. Thanks for the attendance. I'll now open it up to any questions that any of the folks online might have. Operator?

Question-and-Answer Session

Operator

[Operator Instructions]

Keith E. Alessi

Okay I'll take it then that there are no questions, and we'll wrap things up. Thank you very much.

Jennifer S. Grafton

Yes, operator we're done. Thank you.

Operator

Thank you. You all may disconnect your lines. Thank you very much. Have a nice day.

Jennifer S. Grafton

Thanks.

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Source: Westmoreland Coal Co. - Shareholder/Analyst Call
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