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): April 26, 2022
WARRIOR MET COAL, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-38061 | 81-0706839 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 16243 Highway 216 Brookwood, Alabama |
35244 | |||
| (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 communication 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)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, par value $.01 per share | HCC | New York Stock Exchange | ||
| Rights to Purchase Series A Junior Participating Preferred Stock, par value $0.01 per share | — | New York Stock Exchange |
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As disclosed below in Item 5.07 of this Form 8-K, at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Warrior Met Coal, Inc. (the “Company”) held on April 26, 2022, over 94% of the shares present and entitled to vote approved the second amendment of the Company’s Certificate of Incorporation (as amended, the “Certificate of Incorporation”) for the purpose of extending the restriction release date from April 19, 2023 until April 19, 2026 of certain provisions relating to restrictions on the transfer or other disposition of shares of the Company’s Common Stock (the “Section 382 Transfer Restrictions”). The Section 382 Transfer Restrictions are intended to prevent an ownership change that could substantially reduce the significant long-term potential benefits of the Company’s net operating loss carryforwards and deferred tax assets.
On April 26, 2022, the Company filed with the Secretary of State of the State of Delaware the Second Certificate of Amendment to the Certificate of Incorporation (the “Second Certificate of Amendment”) to effect the additional three-year extension of the Section 382 Transfer Restrictions. The Second Certificate of Amendment became effective upon filing on April 26, 2022. The foregoing description of the Second Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Certificate of Amendment. The full text of the Second Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of the Company was held on April 26, 2022. Summarized below are descriptions of the matters voted on at the Annual Meeting and the final results of such voting:
Proposal 1 – Election of Directors. The stockholders elected each of the five director nominees to serve as directors until the Company’s 2023 Annual Meeting of Stockholders and until a successor is duly elected and qualified. Each nominee was a current director of the Company who was re-elected. The voting for the directors at the Annual Meeting was as follows:
| Name |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Stephen D. Williams | 24,673,396 | 12,955,161 | 6,543,050 | |||
| Ana B. Amicarella | 35,654,385 | 1,974,172 | 6,543,050 | |||
| J. Brett Harvey | 28,084,941 | 9,543,616 | 6,543,050 | |||
| Walter J. Scheller, III | 37,028,527 | 600,030 | 6,543,050 | |||
| Alan H. Schumacher | 36,801,028 | 827,529 | 6,543,050 | |||
Proposal 2 – Advisory Vote on Executive Compensation. The stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in accordance with Securities and Exchange Commission compensation disclosure rules. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 29,604,306 | 7,922,390 | 101,861 | 6,543,050 |
Proposal 3 – Amendment to Certificate of Incorporation. The stockholders approved an amendment to the Company’s Certificate of Incorporation in order to effect an additional three-year extension to the transfer restrictions designed to avoid imposition of limitations on the utilization of the Company’s net operating losses and deferred tax assets. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 35,690,986 | 1,920,472 | 17,099 | 6,543,050 |
2
Proposal 4 – Ratification of Amendment to the Section 382 Rights Agreement. The stockholders ratified an amendment to the Section 382 Rights Agreement, between the Company and Computershare Trust Company, N.A. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 33,673,429 | 3,948,744 | 6,384 | 6,543,050 |
Proposal 5 – Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2022. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 44,118,005 | 41,359 | 12,243 |
Proposal 6 – Stockholder Proposal Concerning Majority Voting in Uncontested Director Elections. The stockholders approved the non-binding stockholder proposal requesting that the Company’s Board of Directors initiate the appropriate process to amend the Company’s organizational documents to provide that directors shall be elected by the affirmative vote of a majority of the votes cast at an annual meeting of stockholders in uncontested elections. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 24,949,919 | 12,569,328 | 109,310 | 6,543,050 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Exhibit Description | |
| 3.1 | Second Certificate of Amendment, dated April 26, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
3
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: April 26, 2022 | By: | /s/ Dale W. Boyles | ||||
| Dale W. Boyles | ||||||
| Chief Financial Officer | ||||||
4
SECOND CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WARRIOR MET COAL, INC.
Warrior Met Coal, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: Article XIV, Section 14.1(p) of the Certificate of Incorporation of the Corporation be, and it hereby is, amended in its entirety to read as follows:
“(p) “Restriction Release Date” means the earliest of (i) any date after the Effective Date if the Board in good faith determines that it is in the best interests of the Corporation and its stockholders for the ownership and transfer limitations set forth in this Article XIV to expire, (ii) the beginning of a taxable year of the Corporation as of which no Tax Benefits are available or (iii) April 19, 2026.”
SECOND: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
THIRD: This Certificate of Amendment shall be effective upon filing.
[Signature Page Follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer as of the 26th day of April, 2022.
| By: |
/s/ Dale W. Boyles |
| Name: |
Dale W. Boyles | |
| Title: |
Chief Financial Officer |
[Signature Page to Certificate of Amendment]