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 Report (Date of earliest event reported): June 5, 2017 (June 1, 2017)
WARRIOR MET COAL, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-38061 | 81-0706839 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S Employer Identification No.) |
|
16243 Highway 216 Brookwood, Alabama |
35444 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (205) 554-6150
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 ☒
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. ☒
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As previously disclosed, on March 31, 2017, the board of managers of Warrior Met Coal, LLC (which converted into Warrior Met Coal, Inc. (the “ Company ”) on April 12, 2017) declared a cash distribution of approximately $49.53 per unit (the “ 2017 Dividend ”). The 2017 Dividend, totaling an aggregate payment of $190.0 million, was paid to holders of record of the Company’s Class A Units, Class B Units and Class C Units as of the close of business on March 27, 2017. In connection with the conversion of Warrior Met Coal, LLC into Warrior Met Coal, Inc., the Class C Units, which were issued pursuant to the Warrior Met Coal, LLC 2016 Equity Incentive Plan were converted into restricted shares (the “ Restricted Shares ”) of common stock of the Company, par value $0.01 per share (“ Common Stock ”), and the 2017 Dividend with respect to such Restricted Shares was not paid but held in trust pending their vesting.
On June 1, 2017, the Compensation Committee (the “ Committee ”) of the board of directors of the Company approved the modification described below (the “ Modification ”) to the award agreements (the “ Awards ”) for the Restricted Shares to certain officers, directors and employees of the Company, including Walter J. Scheller, III, the Company’s Chief Executive Officer, Dale W. Boyles, the Company’s Chief Financial Officer, Michael T. Madden, the Company’s Chief Commercial Officer, and Jack K. Richardson, the Company’s Chief Operating Officer. Pursuant to the Modification, the Committee waived certain vesting requirements with respect to the 2017 Dividend for the Restricted Shares such that funds currently held in trust as described above with respect to the 2017 Dividend will be paid with respect to 50% of the Restricted Shares. However, funds held in trust with respect to the 2017 Dividend for the remaining 50% of the Restricted Shares will not be released until such shares vest pursuant to the original terms of the Awards on the basis of the passage of time and the Company’s achievement of certain metrics, as more fully described under “Management—Executive Compensation—Warrior Met Coal, LLC 2016 Equity Incentive Plan Restricted Unit Award Agreement—Vesting” in the Company’s final prospectus, dated April 12, 2017, and filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on April 14, 2017, which is part of the Company’s registration statement on Form S-1 (File No. 333-216499).
In addition and pursuant to the Modification, the holders of the Restricted Shares were permitted to elect to receive the 2017 Dividend released from trust as described above with respect to their Restricted Shares (i) 100% in cash; (ii) 50% in cash and 50% in restricted stock units (“ RSUs ”); or (iii) 100% in RSUs. Mr. Boyles elected to receive his amount of $83,599 in cash, whereas Messrs. Scheller, Madden and Richardson elected to receive their amounts of $417,996, $123,851 and $209,010, respectively, 100% in RSUs. The number of RSUs was determined based on the closing price of the Common Stock on May 17, 2017 of $17.05 per share. Therefore, Mr. Scheller received 24,515 RSUs, Mr. Madden received 7,263 RSUs and Mr. Richardson received 12,258 RSUs.
RSU Award Agreement
In connection with the Modification, the Committee approved a form of Restricted Stock Unit Award Agreement (the “ RSU Award Agreement ”) pursuant to the Warrior Met Coal, Inc. 2017 Equity Incentive Plan (the “ Plan ”) on June 1, 2017 (the “ Grant Date ”) for those Holders who elected to receive the 2017 Dividend, in whole or in part, in RSUs (the “ Participants ”). The RSU Award Agreement provides that RSUs awarded pursuant to the Modification shall be fully vested on the Grant Date and shall be settled in shares of Common Stock on a one-for-one basis on the earliest of (i) one-third on each of the first three anniversaries of the Grant Date; (ii) a Change in Control (as defined in the Plan); (iii) the Participant’s separation from service with the Company or its affiliates; or (iv) death of the Participant.
The foregoing does not purport to be a complete description of the RSU Award Agreement, and is qualified in its entirety to the form of the RSU Award Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Exhibit Description |
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| 10.1 | Form of Warrior Met Coal, Inc. 2017 Equity Incentive Plan Restricted Stock Unit Award Agreement. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Warrior Met Coal, Inc. | ||||||
| Date: June 5, 2017 | By: |
/s/ Kelli K. Gant |
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| Kelli K. Gant | ||||||
| Chief Administrative Officer and Secretary | ||||||
EXHIBIT INDEX
|
Exhibit No. |
Exhibit Description |
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| 10.1 | Form of Warrior Met Coal, Inc. 2017 Equity Incentive Plan Restricted Stock Unit Award Agreement. | |
Exhibit 10.1
FORM OF
WARRIOR MET COAL, INC.
2017 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “ Agreement ”), made as of May [•], 2017 (the “ Date of Grant ”), is by and between Warrior Met Coal, Inc. (the “ Company ”) and [NAME] (the “ Participant ”).
W I T N E S S E T H :
WHEREAS, the Company has established the Warrior Met Coal, Inc. 2017 Equity Incentive Plan (the “ Plan ”); and
WHEREAS, the Company has determined to pay the Participant a dividend on previously granted restricted shares even though such shares have not yet vested; and
WHEREAS, the Participant has elected to receive such dividend in the form of restricted stock units (“ RSUs ”) granted pursuant to Section 9 of the Plan and subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto hereby agree as follows:
1. Grant of Restricted Stock Units .
(a) Subject to the terms, conditions and restrictions set forth herein, the Company hereby grants to the Participant [•] RSUs as of the Date of Grant. The RSUs are granted pursuant to the Plan and will be subject to the terms of the Plan and this Agreement. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Plan.
(b) Subject to the terms of the Plan, including, without limitation, Section 12 of the Plan, each RSU constitutes the right of the Participant to receive one share of Common Stock on the Settlement Date, subject to the settlement and other terms and conditions set forth in this Agreement. The Participant acknowledges that the RSUs constitute nonqualified deferred compensation within the meaning of Section 409A of the Code and that the Participant should consult a tax adviser with respect to this Award.
(c) The Company shall establish and maintain an RSU bookkeeping account for the Participant (the “ Account ”), and such account shall be credited with the number of RSUs granted to the Participant.
2. Restrictions . Except as provided in the Plan or this Agreement, the restrictions on the RSUs are that they will be forfeited by the Participant and all of the Participant’s rights to such RSUs shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such RSUs made or attempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, by the Participant without the written consent of the Committee.
3. Vesting; Settlement .
(a) The RSUs shall be fully vested on the Date of Grant.
(b) The RSUs shall be settled on the earliest of (i) one-third on each of the first three anniversaries of the Date of Grant; (ii) a Change in Control; (iii) your separation from service with the Company or its affiliates; or (iv) death (each such date, the “ Settlement Date ”). On the Settlement Date, the RSUs shall cease to be credited to the Account and the Company shall issue to the Participant one share of Common Stock for each RSU settled under this Award.
4. Rights as a Shareholder; Dividend Equivalents .
(a) Unless and until the RSUs become settled in shares of Common Stock in accordance with Section 3 above, the Participant shall have no rights as a shareholder relating thereto. On the Settlement Date, the Participant shall become the record owner of the shares of Common Stock underlying the Award, and as record owner shall be entitled to all rights of a shareholder of the Company.
(b) If the Company pays a cash dividend on its shares of Common Stock for which the record date (for purposes of this Agreement, the “record date” is the date on which holders of record are determined for purposes of paying the cash dividend on shares of Common Stock) occurs after the Date of Grant but prior to the Settlement Date, the Participant shall receive a lump sum cash payment on the Settlement Date equal to the aggregate amount of the cash dividend made by the Company on a single share of Common Stock multiplied by the number of RSUs awarded under this Agreement that were held by the Participant as of each applicable record date.
5. Taxes .
(a) The Participant acknowledges his status as an independent contractor of the Company and agrees to bear sole responsibility for payment of any and all federal, state and local income, employment, social security, workers’ compensation insurance, unemployment insurance and any other taxes relating in any way to the award of RSUs or the settlement thereof hereunder.
(b) The Participant acknowledges and agrees that none of the Board, the Committee, the Company or any of its Affiliates have made any representation or warranty as to the tax consequences to the Participant as a result of the receipt of the RSUs. The Participant represents that he is in no manner relying on the Board, the Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences. The Participant represents that he has consulted with any tax consultants that the Participant deems advisable in connection with the issuance of the RSUs.
6. Compliance with Law . Notwithstanding any of the provisions hereof, the Participant hereby agrees that the Company will not be obligated to issue or transfer any Units to the Participant hereunder, if the issuance or transfer of such Units shall constitute a violation by the Participant or the Company of any provisions of any law or regulation of any governmental authority. Any determination in this connection by the Committee shall be final, binding and conclusive.
7. Notice . Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided , that , unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to him or her at his or her address as recorded in the records of the Company.
8. Binding Effect . This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.
9. Governing Law . This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to its conflict of law principles.
10. Plan . The terms and provisions of the Plan are incorporated herein by reference, and the Participant hereby acknowledges receiving a copy of the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, this Agreement shall govern and control.
11. Section 409A . Notwithstanding any other provision of this Agreement to the contrary, this Agreement and the payment(s) hereunder are intended to comply with Section 409A of the Code and the regulations and other guidance published thereunder (collectively, “ Section 409A ”), and shall at all times be interpreted and administered in accordance with such intent, including with respect to any required delay in settlement for “specified employee” under Section 409A. In no event will the Company or its Affiliates or any of their respective employees, directors, officers, agents, representatives, attorneys, equityholders, principals, partners, members, managers or affiliates have any liability for any failure of this Agreement to satisfy the requirements of, or be exempt from, Section 409A, and such parties do not guarantee that this Agreement complies with, or is exempt from, Section 409A. The Participant acknowledges and agrees that the Participant shall not have any right to designate, directly or indirectly, the time of payment of any amount payable hereunder.
12. Interpretation . Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and the Participant.
13. Entire Agreement . This Agreement contains the entire agreement between the parties with respect to such subject matter and supersedes all prior written or oral agreements or understandings..
14. No Right to Continued Service . Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company to terminate the Participant’s service at any time and for any reason or no reason.
15. Severability . Every provision of this Agreement is intended to be severable and any illegal or invalid term shall not affect the validity or legality of the remaining terms.
16. Headings . The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation of construction, and shall not constitute a part of this Agreement.
17. Signature in Counterparts . This Agreement may be signed in counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Facsimile, PDF and other electronic copies of the parties’ signatures shall have the same force and effect as original signatures.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
| WARRIOR MET COAL, INC. |
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By: |
| Name: |
| Title: |
| PARTICIPANT |
| By: |
| Name: |
[Signature Page to Dividend RSU Award Agreement]