UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Earliest Event Reported: December 1, 2018
General Moly, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-32986 |
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91-0232000 |
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(State or other jurisdiction |
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(Commission |
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(IRS employer |
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of incorporation) |
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file number) |
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identification no.) |
1726 Cole Blvd., Suite 115
Lakewood, CO 80401
(Address of principal executive offices, including zip code)
(303) 928-8599
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 210.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendments to Executive Officer Employment Agreements and Stay Incentive Grants
Effective December 1, 2018, General Moly, Inc. (the “Company”) entered into amendments to its employment agreements with Bruce D. Hansen, the Company’s Chief Executive Officer, Robert I. Pennington, the Company’s Chief Operating Officer and R. Scott Roswell, the Company’s Chief Legal Officer (the “Employment Agreement Amendments”). The Employment Agreement Amendments provide for additional temporary base salary reductions for Messrs. Hansen, Pennington and Roswell, in addition to the temporary salary reductions that were already in effect. The additional temporary base salary reductions, which are set forth below, were approved by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) and are effective as of December 1, 2018:
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Name |
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Percentage Reduction |
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New Base Salary |
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Bruce D. Hansen |
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40 |
% |
$ |
247,500 |
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Robert I. Pennington |
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20 |
% |
$ |
190,800 |
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R. Scott Roswell |
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5 |
% |
$ |
242,250 |
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The Employment Agreement Amendments provide that the reduced base salary shall not be used for purposes of calculating any severance payments due to any executive under his employment agreement. Instead, the executive’s severance payment, if any, would be determined by reference to his base salary as in effect prior to all temporary reductions.
The base salary for Amanda Corrion, the Company’s Controller and Principal Accounting Officer, is not subject to the temporary salary reductions and remains $155,000.
In addition, the Company and each of its named executive officers, including Messrs. Hansen, Pennington and Roswell and Ms. Corrion, entered into amendments to the Restricted Stock Unit Agreements covering stay incentive grants to each officer made on January 16, 2018 which are scheduled to vest on January 16, 2019 (the “RSU Amendments”). The RSU Amendments provide that, upon vesting of the award, shares will be issued to the officer within six months of the vesting date (rather than 30 days).
The foregoing descriptions are qualified in their entirety by reference to the full text of the Employment Agreement Amendments, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, and the full text of the form of RSU Amendment, which is attached hereto as Exhibit 10.4.
Amendments to Director and Secretary Compensation Program
Also effective December 1, 2018, the Compensation Committee approved an additional 40% reduction to the annual cash retainer and cash meeting fees payable under the Company’s director and secretary compensation program. These reductions are in addition to the 25% reductions to cash compensation previously implemented in September 2013 as part of the Company’s cash conservation program.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GENERAL MOLY, INC. |
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Dated: December 4, 2018 |
By: |
/s/ Amanda Corrion |
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Amanda Corrion |
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Controller and Principal Accounting Officer |
FOURTH AMENDMENT EMPLOYMENT AGREEMENT
This Fourth Amendment to the Employment Agreement (“Fourth Amendment”) is entered into between General Moly, Inc., a Delaware corporation (“the Company”) and Bruce D. Hansen (“Executive”) to be effective as of December 1, 2018.
RECITALS
A. Effective January 1, 2012, the Company and Executive entered into an Amended and Restated Employment Agreement (“the Agreement”).
B. Effective September 6, 2013, the Company and Executive entered into a First Amendment to the Agreement providing for a temporary salary reduction (“First Program”) that was revoked on its terms effective with the reinstatement of Executive’s Base Compensation effective January 1, 2015.
C. Effective January l, 2016, the Company and Executive entered into a Second Amendment to the Agreement to provide for modifications to Term and Separation Pay provisions as provided for in the Agreement.
D. Effective January 16, 2016, the Company again instituted a Temporary Salary Reduction Program (“Second Program”) to assist the Company with cash conservation efforts as the Company progresses financing efforts for the construction and operation of the Mt. Hope Project in Eureka County, Nevada.
E. Effective January 16, 2016, Executive and the Company entered into a Third Amendment to provide for a temporary salary reduction and to temporarily remove application of the material diminution definition as set forth in the Third Amendment.
F. Effective December 1, 2018, the Company instituted a new Temporary Salary Reduction Program (“Third Program”) in addition to the Second Program which remains in effect.
G. Executive and the Company desire to further amend the Agreement to make clear that Executive’s Base Compensation, as additionally modified by the Third Program, shall not be reduced or otherwise affected by the Company’s Second Program and/or Third Program, as approved by the Compensation Committee of the Company’s Board of Directors, for the limited purpose of determining Separation Pay under the Agreement.
H. Further, Executive and the Company also desire to amend the Agreement to make clear that the temporary removal of application of the material diminution definition of Good Reason related to Executive’s Base Compensation for the limited period of the Second Program remains in place and is now also temporarily removed for application of Third Program.
I. Executive and the Company agree to revoke this Fourth Amendment at the termination of the Third Program.
AMENDMENT
1. Section 3.1 Base Compensation is hereby amended with the addition of the following two (2) sentences at the end of Section 3.1:
Executive’s Base Compensation, as reduced by the January 16, 2016 implementation of the Company’s Temporary Salary Reduction Program, and/or the December 1, 2018 additional Temporary Salary Reduction Program, shall not be used for determining “Separation Pay” under Section 4.3(a)(i) and (b)(i), and “Additional Separation Pay” under Section 4.4(a)(ii). For the avoidance of any doubt, Executive’s Base Compensation for determining “Separation Pay” under Section 4.3(a)(i) and (b)(i), and “Additional Separation Pay” under Section 4.4(a)(ii) shall be equal to Executive’s Base Compensation on December 31, 2015.
2. Section 4.2(d)(i) is hereby amended to add the following underlined phrase concerning the definition of “Good Reason”:
(i) a material diminution of Executive’s Base Compensation, not including any reduction to Executive’s Base Compensation agreed to between the Company and Executive during the term of the Company’s January 16, 2016 Temporary Salary Reduction Program and/or December 1, 2018 Temporary Salary Reduction Program .
IN WITNESS WHEREOF, the parties have executed this Fourth Amendment to the Employment Agreement on the dates set forth below, to be effective December 1, 2018.
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EXECUTIVE |
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/s/ Bruce D. Hansen |
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Bruce D. Hansen |
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Date: |
November 30, 2018 |
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COMPANY |
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/s/ R. Scott Roswell |
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R. Scott Roswell |
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Chief Legal Officer |
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Date: |
November 30, 2018 |
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FOURTH AMENDMENT EMPLOYMENT AGREEMENT
This Fourth Amendment to the Employment Agreement (“Fourth Amendment”) is entered into between General Moly, Inc., a Delaware corporation (“the Company”) and Robert I. Pennington (“Executive”) to be effective as of December 1, 2018.
RECITALS
A. Effective December 27, 2012, the Company and Executive entered into an Employment Agreement (“the Agreement”).
B. Effective September 6, 2013, the Company and Executive entered into a First Amendment to the Agreement providing for a temporary salary reduction (“First Program”) that was revoked on its terms effective with the reinstatement of Executive’s Base Compensation effective January 1, 2015.
C. Effective January l, 2016, the Company and Executive entered into a Second Amendment to the Agreement provide for modifications to Term and Separation Pay provisions as provided for in the Agreement.
D. Effective January 16, 2016, the Company again instituted a Temporary Salary Reduction Program (“Second Program”) to assist the Company with cash conservation efforts as the Company progresses financing efforts for the construction and operation of the Mt. Hope Project in Eureka County, Nevada.
E. Effective January 16, 2016, Executive and the Company entered into a Third Amendment to provide for a temporary salary reduction, to permit Executive to consult outside of his COO responsibilities, and to temporarily remove application of the material diminution definition as set forth in the Third Amendment.
F. Effective December 1, 2018, the Company instituted a new Temporary Salary Reduction Program (“Third Program”) in addition to the Second Program which remains in effect.
G. Executive and the Company desire to further amend the Agreement to make clear that Executive’s Base Compensation, as additionally modified by the Third Program, shall not be reduced or otherwise affected by the Company’s Second Program and/or Third Program, as approved by the Compensation Committee of the Company’s Board of Directors, for the limited purpose of determining Separation Pay under the Agreement, and to continue to permit Executive to consult outside of his responsibilities as COO of the Company, so long as such service does not conflict with his duties and responsibilities or Company’s business plan.
H. Further, Executive and the Company also desire to amend the Agreement to make clear that the temporary removal of application of the material diminution definition of Good Reason related to Executive’s Base Compensation for the limited period of the Second Program remains in place and is now also temporarily removed for application of Third Program.
I. Executive and the Company agree to revoke this Fourth Amendment at the termination of the Third Program.
AMENDMENT
1. Section 3.1 Base Compensation is hereby amended with the addition of the following two (2) sentences at the end of Section 3.1:
Executive’s Base Compensation, as reduced by the January 16, 2016 implementation of the Company’s Temporary Salary Reduction Program, and/or the December 1, 2018 additional Temporary Salary Reduction Program, shall not be used for determining “Separation Pay” under Section 4.3(a)(i) and (b)(i), and “Additional Separation Pay” under Section 4.4(a)(ii). For the avoidance of any doubt, Executive’s Base Compensation for determining “Separation Pay” under Section 4.3(a)(i) and (b)(i), and “Additional Separation Pay” under Section 4.4(a)(ii) shall be equal to Executive’s Base Compensation on December 31, 2015.
2. Section 4.2(d)(i) is hereby amended to add the following underlined phrase concerning the definition of “Good Reason”:
(i) a material diminution of Executive’s Base Compensation, not including any reduction to Executive’s Base Compensation agreed to between the Company and Executive during the term of the Company’s January 16, 2016 Temporary Salary Reduction Program and/or December 1, 2018 Temporary Salary Reduction Program .
IN WITNESS WHEREOF, the parties have executed this Fourth Amendment to the Employment Agreement on the dates set forth below, to be effective December 1, 2018.
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EXECUTIVE |
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/s/ Robert I. Pennington |
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Robert I. Pennington |
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Date: |
November 30, 2018 |
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COMPANY |
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/s/ R. Scott Roswell |
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R. Scott Roswell |
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Chief Legal Officer |
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Date: |
November 30, 2018 |
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SECOND AMENDMENT EMPLOYMENT AGREEMENT
This Second Amendment to the Employment Agreement (“Second Amendment”) is entered into between General Moly, Inc., a Delaware corporation (“the Company”) and R. Scott Roswell (“Executive”) to be effective as of December 1, 2018.
RECITALS
A. Effective January 16, 2016, the Company and Executive entered into an Employment Agreement (“the Agreement”).
B. Effective January l6, 2016, the Company instituted an additional Temporary Salary Reduction Program (“Second Program”) to assist the Company with cash conservation efforts as the Company progresses financing efforts for the construction and operation of the Mt. Hope Project in Eureka County, Nevada.
E. Effective January 16, 2016, Executive and the Company entered into a First Amendment to provide for a temporary salary reduction and to temporarily remove application of the material diminution definition as set forth in the First Amendment.
F. Effective December 1, 2018, the Company instituted a new Temporary Salary Reduction Program (“Third Program”) in addition to the Second Program which remains in effect.
G. Executive and the Company desire to further amend the Agreement to make clear that Executive’s Base Compensation, as further modified by the Third Program, shall not be reduced or otherwise affected by the Company’s Second Program and/or Third Program, as approved by the Company’s Board of Directors, for the limited purpose of determining Separation Pay under the Agreement.
H. Further, Executive and the Company also desire to amend the Agreement to make clear that the temporary removal of application of the material diminution definition of Good Reason related to Executive’s Base Compensation for the limited period of the Second Program remains in place and is now also temporarily removed for application of Third Program.
I. Executive and the Company agree to revoke this Second Amendment at the termination of the Third Program.
AMENDMENT
1. Section 3.1 Base Compensation is hereby amended with the addition of the following two (2) sentences at the end of Section 3.1:
Executive’s Base Compensation, as reduced by the January 16, 2016 implementation of the Company’s Temporary Salary Reduction Program, and/or the December 1, 2018 additional Temporary Salary Reduction Program, shall not be used for determining “Separation Pay” under Section 4.3(a)(i) and (b)(i), and “Additional Separation Pay” under Section 4.4(a)(ii). For the avoidance of any doubt, Executive’s Base Compensation for determining “Separation Pay” under Section 4.3(a)(i) and (b)(i), and “Additional Separation Pay” under Section 4.4(a)(ii) shall be equal to Executive’s Base Compensation on January 16, 2016.
2. Section 4.2(d)(i) is hereby amended to add the following underlined phrase concerning the definition of “Good Reason”:
(i) a material diminution of Executive’s Base Compensation, not including any reduction to Executive’s Base Compensation agreed to between the Company and Executive during the term of the Company’s January 16, 2016 Temporary Salary Reduction Program and/or December 1, 2018 Temporary Salary Reduction Program .
IN WITNESS WHEREOF, the parties have executed this Second Amendment to the Employment Agreement on the dates set forth below, to be effective December 1, 2018.
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EXECUTIVE |
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/s/ R. Scott Roswell |
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R. Scott Roswell |
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Date: |
November 30, 2018 |
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COMPANY |
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/s/ Bruce D. Hansen |
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Bruce D. Hansen |
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Chief Executive Officer |
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Date: |
November 30, 2018 |
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AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENT
ISSUED UNDER THE GENERAL MOLY, INC.
2006 EQUITY INCENTIVE PLAN
WHEREAS, the Compensation Committee of General Moly, Inc. (the “Company”) granted an award of Restricted Stock Units under the 2006 Equity Incentive Plan (the “Plan”) subject to the terms and conditions set forth in the Notice of Grant and Restricted Stock Unit Agreement (the “Agreement”) to the participant named below (“Participant”), with a Grant Date of January 16, 2018 and a Vesting Date of January 16, 2019; and
WHEREAS, the Agreement provides for settlement of the award in Shares within 30 days after the Vesting Date; and
WHEREAS, the Company and the Participant desire to amend the Agreement effective December 1, 2018;
NOW, THEREFORE, the Agreement is amended effective December 1, 2018 by deleting the first sentence of Section 5 of the Agreement and replacing it with the following:
Subject to the terms and conditions of this Agreement, within six months following each Vesting Date set forth in the Notice of Grant, Participant shall be issued a number of Shares equal to the number of Vested Restricted Stock Units that vest on that Vesting Date and Participant will have all of the rights of a holder of Common Stock with respect to the Shares from and after the date that Participant delivers any other documents required by the Company.
IN WITNESS WHEREOF, on the dates set forth below, the Company has caused this Amendment to be executed by its duly authorized representative and Participant has executed this Amendment to be effective as of December 1, 2018.
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General Moly, Inc. |
Participant |
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