NATIONAL COAL CORP.
8915 George William Road
Knoxville, Tennessee 37923
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held Thursday, May 28, 2009
GENERAL INFORMATION AND VOTING RIGHTS
This proxy statement (the Proxy Statement) and the enclosed proxy are furnished in connection with the solicitation of proxies by the Board of Directors of National Coal Corp., a Florida corporation, for use at the 2009 Annual Meeting of Shareholders (the Annual Meeting) to be held at the Hyatt Regency DFW, International Parkway, DFW Airport, Dallas, TX 75261, Dallas, TX on Thursday, May 28, 2009 at 10:00 a.m. Central Daylight Time, and any adjournments or postponements thereof. Enclosed with this Proxy Statement is a copy of our Annual Report, which includes our Form 10-K (without exhibits), for the fiscal year ended December 31, 2008. However, the Annual Report is not intended be a part of this Proxy Statement or a solicitation of proxies. We anticipate that the Proxy Statement and enclosed proxy will first be mailed or given to our shareholders on or about April 30, 2009.
Your vote is important. If your shares are registered in your name, you are a shareholder of record. If your shares are in the name of your broker or bank, your shares are held in street name. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting even if you cannot attend. All shareholders can vote by written proxy card. Your submitting the enclosed proxy will not limit your right to vote at the Annual Meeting if you later decide to attend in person. If your shares are held in street name, you must obtain a proxy, executed in your favor, from the holder of record in order to be able to vote at the meeting. If you are a shareholder of record, you may revoke your proxy at any time before the meeting either by filing with the Corporate Secretary of National Coal, at our principal executive offices, a written notice of revocation or a duly executed proxy bearing a later date, or by attending the Annual Meeting and expressing a desire to vote your shares in person. All shares entitled to vote and represented by properly executed proxies received prior to the Annual Meeting, and not revoked, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies. If no instructions are indicated on a properly executed proxy, the shares represented by that proxy will be voted as recommended by the Board of Directors.
Only holders of record of our common stock at the close of business on April 17, 2009 will be entitled to vote at the Annual Meeting on the proposals described in this Proxy Statement. On the record date, there were 34,184,824 shares of common stock outstanding. Each holder of record is entitled to one vote for each share of common stock on all matters to come before the meeting.
Shareholders may not cumulate votes in the election of directors.
If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the meeting to another time or place in order to solicit additional proxies in favor of the nominees of the Board of Directors, the persons named as proxies and acting thereunder will have discretion to vote on these matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote. At the date this proxy statement went to press, we did not know of any other matter to be raised at the Annual Meeting.
The five nominees for election as directors who receive the most votes “for” election will be elected.
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The presence, in person or by proxy, of a majority of the votes entitled to be cast by the shareholders entitled to vote at the Annual Meeting is necessary to constitute a quorum. Abstentions and broker non-votes will be included in the number of shares present at the Annual Meeting for determining the presence of a quorum. Abstentions will be counted toward the tabulation of votes cast on proposals submitted to shareholders and will have the same effect as negative votes, while broker non-votes on a proposal are not counted or deemed present or represented for determining whether shareholders have approved that proposal. Broker non-votes occur when a broker holding customer securities in street name has not received voting instructions from the customer on certain “non-routine” matters, and, therefore, is barred by the rules of the applicable securities exchange from exercising discretionary authority to vote those securities. Brokers may vote their clients’ shares on routine matters, such as the election of directors.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Bylaws and Articles of Incorporation provide that the number of members on our Board of Directors shall be fixed from time to time exclusively by the Board of Directors, but shall not be less than one (1) nor more than fifteen (15). The number of members comprising our Board of Directors currently is fixed at five.
At the recommendation of the Nominating and Governance Committee, the Board of Directors proposes the election of the following nominees as directors:
Robert Heinlein
Gerald Malys
Daniel Roling
Kenneth Scott
Marc Solochek
Each of the directors elected at the Annual Meeting will serve until the Annual Meeting of Shareholders to be held in 2010 or until such director’s successor has been duly elected and qualified or until such director has otherwise ceased to serve as a director.
Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named above. If any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, the proxies will be voted for such other nominee(s) as shall be designated by the then current Board of Directors to fill any vacancy. We have no reason to believe that any nominee will be unable or unwilling to serve if elected as a director.
The principal occupation and certain other information about the nominees and our executive officers are set forth on the following pages.
The Board of Directors and Nominating and Governance Committee Unanimously
Recommend a Vote “FOR” the Election of the Nominees Listed Above.
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DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to existing directors, nominees, and executive officers of National Coal Corp. as of April 23, 2009. All of the nominees currently are directors of National Coal.
Name Age Position with National Coal
Directors and Nominees:
Robert Heinlein
Gerald Malys
Daniel Roling
Kenneth Scott
Marc Solochek
Other Executive Officers:
Michael R. Castle
Scott Deppe
William Snodgrass
45
64
59
66
63
49
55
45
Director
Director
President, Chief Executive Officer and Director
Chairman of the Board
Director
Senior Vice President, Chief Financial Officer
Senior Vice President of National Coal of Alabama, Inc.
Chief Operating Officer and Senior Vice President of Business Development
Board of Directors and Nominees
Robert Heinlein has served as a director since April 1, 2005. Since 2003 Mr. Heinlein has worked as a business consultant with respect to Sarbanes-Oxley regulations. From August 2000 through 2003, Mr. Heinlein was a private investor. From June 1994 through August 2000, Mr. Heinlein served in various management positions with Boca Research, Inc., including as Vice President of Finance and Chief Financial Officer from August 1999 to August 2000 and as Vice President, Corporate Comptroller and Treasurer from July 1998 to August 1999. Mr. Heinlein is a Certified Public Accountant. Mr. Heinlein has a Bachelor’s and Master’s degree in accounting from Florida Atlantic University.
Gerald Malys has served as a director since November 2006. During April 2009, Mr. Malys serves as the Senior Vice President of Golden Minerals Company, and will retire from that position at the end of April. Mr. Malys was Senior Vice President, Finance and Chief Financial Officer of Apex Silver Mines Limited, a position he held from June 2006 through March 2009. Mr. Malys was a private investor from 1999 to June 2006. Prior to this position, Mr. Malys was employed in positions of increasing authority by Cyprus Amax Minerals Company from 1985 to 1999. He served as a director of Amax Gold Inc. from 1993 to 1998 and of Kinross Gold Corporation from 1998 to 1999. Mr. Malys has a Bachelor of Science degree in accounting from Gannon University, is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.
Daniel Roling is President and Chief Executive Officer of National Coal Corp., positions he has held since February 2007 and August 2006, respectively. Prior to joining the Company, Mr. Roling served as a financial analyst in the metals and mining industries for more than 25 years. He joined Merrill Lynch in 1981, and was ranked on both the Institutional Investor’s All-American Research Team and the Greenwich Associates’ poll. Mr. Roling is also a long standing member of the National Coal Council. He holds a bachelor’s degree in accounting from the University of Iowa and an MBA from the University of Kansas. He is a certified public accountant (CPA) a Chartered Financial Analyst (CFA) and a member of the American Institute of Certified Public Accountants.
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Kenneth Scott has served as a director since April 1, 2005, and as Chairman of the Board since June 25, 2007. Mr. Scott has been a Partner with Colonnade Strategies, LLC a business consulting firm, since 2002. Prior to joining Colonnade Strategies, LLC, Mr. Scott was the Executive Vice President for Europe and Vice President, Energy Industry, for Perot Systems Corporation, which provides technology-based business solutions to help organizations worldwide control costs and cultivate growth. Mr. Scott worked for Perot Systems Corporation from 1998 through 2002.
Marc Solochek has served as a director since March 1, 2009. Mr. Solochek is the Chief Financial Officer and Chief Executive Officer of Medical Information Systems Technology, LLC, a developer and marketer of medical software and associated hardware, and the Chief Financial Officer of Strictly Business Computer Systems, Inc., a software company, positions he has held since August 2006, and was previously a consultant to SBCS from November 2004 through July 2006. Mr. Solochek also served as the Executive Vice President and Chief Financial Officer of Vulcan Capital Management, LLC, a private equity firm, from November 2003 until February 2008. From November 2004 to May 2006, Mr. Solochek served as the Chairman of the Board of Managers of The Elk Horn Coal Company, LLC. In the past, Mr. Solochek also provided financial consulting services to the mining industry and has previously served as an officer for other coal companies. He holds a bachelor’s degree in business administrative and a juris doctorate from the University of Wisconsin.
Other Executive Officers
Michael R. Castle has served as our Senior Vice President and Chief Financial Officer since December 2007, and serves as our principal financial and accounting officer. From 1999 until joining us, Mr. Castle was in professional practice specializing in management advisory and consulting services. In his practice he offered various financial and operational skill sets designed to help companies grow, acquire, or sell coal mining and natural gas properties throughout the Kentucky, West Virginia, Ohio, Tennessee and Virginia region. He also provided income tax planning and compliance services for coal mining and coal industry related businesses. From 1991 to 1999, Mr. Castle served as Vice President, Chief Financial Officer of Quaker Coal Company, Inc., a 12-million ton per year Kentucky-based coal mining company with over 1,000 employees. Mr. Castle is a Certified Public Accountant and received a B.S. degree in Accounting from the University of Kentucky.
Scott Deppe has served as the Senior Vice President of National Coal of Alabama, Inc. since January 2009. Prior to joining us, Mr. Deppe served as Vice President, Chief Operating Officer and Director at Clearwater Natural Resources, LLC based in Leburn, KY. In 2004, before his service at Clearwater, he served as Vice President of Colombian Operations at Drummond Company, LTD. in Colombia, South America, and from 1996 to 2004, he held the position of Vice President and General Manager at Triton Coal Company LLC in Gillette, WY.
William Snodgrass has served as our Chief Operating Officer since August 2007, and as our Senior Vice President of Business Development since March 2007. Mr. Snodgrass served as our Operations Manager from July 2003 until March 2006, and as our Chief Operating Officer from May 2006 until March 2007. Mr. Snodgrass also served as our consultant from February 2003 to July 2003.
Prior to joining us, Mr. Snodgrass served as superintendent and area manager for Tennessee Mining, Inc., a subsidiary of Addington Enterprises, Inc., one of the largest coal companies in the nation, a position he held from 1994 until February 2003. Mr. Snodgrass has extensive knowledge and expertise in the coal mining industry and has been involved in numerous mining projects in the Kentucky and Tennessee areas. Mr. Snodgrass has over 20 years of experience in the coal industry.
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