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): March 22, 2021

 

 

 

CKX LANDS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

     

Louisiana

1-31905

72-0144530

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

2417 Shell Beach Drive

Lake Charles, Louisiana

70601

(Address of principal executive offices)

(Zip Code)

 

 

(337) 493-2399

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box 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):

 

 

☐

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading symbol(s)

Name of each

exchange on which registered

Common stock with no par value

CKX

NYSE American

 

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.  ☐

 

 
 

 

Section 5 – Corporate Governance and Management

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 22, 2021, CKX Lands, Inc. (the “Registrant”) and William Gray Stream, the Registrant’s President and Treasurer and a director, entered into a First Amendment (the “Amendment”) to Mr. Stream’s Executive Employment Agreement with the Registrant effective July 15, 2020 (the “Agreement”), which was previously filed with the Registrant’s Current Report on Form 8-K on July 16, 2020. The Agreement entitles Mr. Stream to receive restricted stock units and performance shares under a stock incentive plan (the “Plan”) that the Registrant will adopt if approved by the Registrant’s shareholders at its annual meeting in 2021. The Amendment:

 

 

●

decreases the percentage of each award under the Plan to be composed of time-vesting restricted stock units and increases the percentage to be composed of performance shares vesting based on the Registrant’s closing stock price;

 

 

●

provides that the performance shares would vest in increments if the closing price of the Registrant’s common stock on the NYSE American equals or exceeds certain price targets for at least ten consecutive trading days, rather than three consecutive trading days as provided in the Agreement; and

 

 

●

increases certain of the stock price targets.

 

The Amendment is filed as exhibit 10.1 to this report and is incorporated into this Item 5.02 by reference. The foregoing description of the Amendment is qualified in its entirety by reference to such exhibit.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits: 

 

Exhibit
No.

 

Description

10.1+

 

First Amendment to Employment Agreement effective as of March 22, 2020.

____________

+ Management contract or compensatory plan or arrangement.

 

 

EXHIBIT INDEX

 

     

Exhibit
No.

 

Description

10.1+

 

First Amendment to Employment Agreement effective as of March 22, 2020.

____________

+ Management contract or compensatory plan or arrangement.

 

 
 

 

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.

 

   

CKX LANDS, INC.

(Registrant)

     
     

Date: March 25, 2021

By:

/s/ William Gray Stream

   

William Gray Stream

President and Treasurer

 

 

Exhibit 10.1

 

 

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

 

This First Amendment to the Employment Agreement defined below (this “Amendment”), dated effective as of March 22, 2021 (the “Amendment Date”), is made by and between CKX Lands, Inc. (the “Company”) and William Gray Stream (the “Executive”).

 

RECITALS

 

A.         WHEREAS, the Company and Executive are parties to an Executive Employment Agreement, effective July 15, 2020 (the “Employment Agreement”) and

 

B.         WHEREAS, the Company and Executive desire to amend Exhibit A to the Employment Agreement, as set forth in this Amendment.

 

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and in the Employment Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

1.    Defined Terms. Capitalized terms used herein but not otherwise defined shall have their respective meanings as set forth in the Employment Agreement.

 

2.    Exhibit. Exhibit A of the Employment Agreement is hereby amended as follows:

 

 

(i)

In Paragraph 6 of Exhibit A, “70%” shall be replaced with “78.5%”.

 

 

(ii)

In Paragraph 6 of Exhibit A, “30%” shall be replaced with “21.5%”.

 

 

(iii)

In Paragraph 8(a) of Exhibit A, “$9.50 for at least three consecutive trading days” shall be replaced with “$10.00 for at least ten consecutive trading days”.

 

 

(iv)

In Paragraph 8(b) of Exhibit A, “9.50 for at least three consecutive trading days” shall be replaced with “$10.00 for at least ten consecutive trading days”.

 

 

(v)

In Paragraph 8(c) of Exhibit A, “9.50 for at least three consecutive trading days” shall be replaced with “$10.00 for at least ten consecutive trading days”.

 

 

(vi)

In Paragraph 8(d) of Exhibit A, “$10.50 for at least three consecutive trading days” shall be replaced with “$11.00 for at least ten consecutive trading days”.

 

 

(vii)

In Paragraph 8(e) of Exhibit A, “$11.50 for at least three consecutive trading days” shall be replaced with “$12.00 for at least ten consecutive trading days”.

 

 

(viii)

In Paragraph 8(f) of Exhibit A, “three consecutive trading days” shall be replaced with “ten consecutive trading days”.

 

- 1 -
 

 

 

(ix)

In Paragraph 8(g) of Exhibit A, “three consecutive trading days” shall be replaced with “ten consecutive trading days”.

 

3.    Continuing Effectiveness. Except as expressly modified by this Amendment, the Employment Agreement shall continue in full force and effect.

 

4.    Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Delivery of an executed counterpart signature page by facsimile or electronic transmittal (PDF) is as effective as executing and delivering this Amendment in the presence of the other parties to this Amendment.

 

(Signature Page Follows)

 

- 2 -
 

 

IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the Amendment Date set forth above.

 

 

CKX LANDS, INC.

   
   
   
  By: /s/ Lee W. Boyer        
       
    Lee W. Boyer, Secretary  
       
       
       
  EXECUTIVE:  
       
       
       
  /s/ William Gray Stream  
   
 

Name: William Gray Stream