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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 24, 2022
 
 
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 24, 2022, CKX Lands, Inc. (the “Registrant”) and William Gray Stream, the Registrant’s President and Treasurer and a director, entered into a Second Amendment (the “Second Amendment”) to Mr. Stream’s Executive Employment Agreement with the Registrant effective July 15, 2020 (the “Agreement”). The Agreement was previously filed with the Registrant’s Current Report on Form 8-K on July 16, 2020 and the First Amendment to the Agreement was filed with the Registrant’s Current Report on Form 8-K on March 25, 2021.
 
The Agreement entitles Mr. Stream to receive restricted stock units and performance shares under a stock incentive plan that the Registrant’s shareholders approved at the Registrant’s annual meeting on May 6, 2021. The Second Amendment:
 
 
●
extends the term of the Agreement, as amended, from three years to four years so that it will expire on July 15, 2024;
 
 
●
advances the vesting schedule for any granted restricted stock units (RSU’s) by one year so that the first incremental vesting date for granted RSU’s is the second anniversary of the effective date of the Agreement, as amended, instead of the first anniversary as provided under the original Agreement, and the final incremental vesting date (the date on which any granted RSU’s will be fully vested) is the fourth anniversary of the effective date of the Agreement, rather than the third anniversary; and
 
 
●
increases certain of the stock price targets for granted performance shares.
 
The Second 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 Second 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+
  
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).
   
____________
+ 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 29, 2022
 By:
/s/ William Gray Stream
William Gray Stream
President and Treasurer
 
 

Exhibit 10.1

 

 

SECOND AMENDMENT TO

EMPLOYMENT AGREEMENT

 

This Second Amendment to the Employment Agreement defined below (this “Amendment”), dated effective as of March 24, 2022 (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, as amended by a First Amendment to Employment Agreement, effective March 22, 2021 (the “Employment Agreement”) and

 

B.         WHEREAS, the Company and Executive desire to amend the Employment Agreement and 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.    Amendments.

 

a.    Section 1 of the Employment Agreement is hereby amended in its entirety to read as follows:

 

“1.  EMPLOYMENT TERM. CKX hereby employs Executive under the terms of this Agreement commencing on the Effective Date and terminating on the fourth (4th) anniversary of the Effective Date (the “Term”), unless Executive’s employment is terminated earlier in accordance with Section 5, below.”

 

b.    Paragraph 7(b) of Exhibit A of the Employment Agreement is hereby amended in its entirety to read as follows:

 

“(b)  The normal vesting schedule will be as follows:

 

(i)    On the second anniversary of the Effective Date of the Agreement, the Time Vested Stock Awards shall become vested as to 19.05% of the Time Vested Stock Awards;

 

(ii)    On the third anniversary of the Effective Date of the Agreement, the Time Vested Stock Awards shall become vested as to an additional 33.33% of the Time Vested Stock Awards; and

 

(iii)   On the fourth anniversary of the Effective Date of the Agreement, the remaining Time Vested Stock Awards shall become vested;”

 

 
 

 

c.    Paragraph 8 of Exhibit A of the Employment Agreement is hereby amended in its entirety to read as follows:

 

“8.  The Stock Awards that are granted with vesting based on performance (the “Performance Stock Awards”) shall vest on the basis of the following stock price vesting targets, and the vesting percentages shall apply to all Performance Stock Awards, without regard to the actual date the Performance Stock Awards are granted and without regard to whether granted to Executive or to any other person on Executive’s recommendation:

 

(a)     If the closing price of CKX’s common stock on the NYSE American equals or exceeds $12.00 for at least ten consecutive trading days at any time while the Performance Stock Awards are outstanding, CKX shall issue to the grantee a number of shares of common stock equal to 11.27% of the grantee’s Performance Stock Awards;

 

(b)     If the closing price of CKX’s common stock on the NYSE American equals or exceeds $13.00 for at least ten consecutive trading days at any time while the Performance Stock Awards are outstanding, CKX shall issue to the grantee a number of shares of common stock equal to an additional 18.47% of the Performance Stock Awards (in addition to any shares that may have been issued pursuant to Section 8(a));

 

(c)     If the closing price of CKX’s common stock on the NYSE American equals or exceeds $14.00 for at least ten consecutive trading days at any time while the Performance Stock Awards are outstanding, CKX shall issue to the grantee a number of shares of common stock equal to an additional 16.86% of the Performance Stock Awards (in addition to any shares that may have been issued pursuant to Section 8(a) and Section 8(b));

 

(d)     If the closing price of CKX’s common stock on the NYSE American equals or exceeds $14.50 for ten consecutive trading days at any time while the Performance Stock Awards are outstanding, CKX shall issue to the grantee a number of shares of common stock equal to an additional 22.37% of the Performance Stock Awards (in addition to any shares that may have been issued pursuant to Section 8(a), Section 8(b) and Section 8(c)); and

 

(e)     If the closing price of CKX’s common stock on the NYSE American equals or exceeds $15.00 for ten consecutive trading days at any time while the Performance Stock Awards are outstanding, CKX shall issue to the grantee a number of shares of common stock equal to an additional 31.03% of the Performance Stock Awards (in addition to any shares that may have been issued pursuant to Section 8(a), Section 8(b), Section 8(c) and Section 8(d)).”

 

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)

 

 
 

 

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                           

William Gray Stream