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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 28, 2021
ALPHA METALLURGICAL RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-38735
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81-3015061
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(Commission File Number)
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(IRS Employer Identification No.)
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340 Martin Luther King Jr. Blvd.
Bristol, Tennessee 37620
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(Address of Principal Executive Offices, zip code)
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(423) 573-0300
(Registrant’s telephone number, including area code)
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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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AMR
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New York Stock Exchange
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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.
On April 28, 2021, the Compensation Committee of the board of directors adopted an Executive Officer Incentive Compensation Recoupment (Clawback) Policy, effective as of that date. The policy provides for the recoupment of certain executive officer compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws.
A copy of the policy is attached hereto as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 29, 2021, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”) via internet webcast. As of the record date for the Annual Meeting, March 3, 2021, there were 18,389,139 shares of common stock outstanding and eligible to vote. 14,794,688 of these shares, or 80.45%, were represented in person or by proxy at the Annual Meeting. The final results of the matters voted on at the Annual Meeting are provided below.
Proposal 1: The election of seven (7) directors nominated by our board of directors for a term of one year. Each of the nominees was elected.
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Nominee
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For
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Withheld
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Broker Non-Votes
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Kenneth S. Courtis
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11,071,680
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310,080
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3,412,928
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Albert E. Ferrara, Jr.
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9,993,480
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1,388,280
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3,412,928
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Elizabeth A. Fessenden
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10,945,854
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435,906
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3,412,928
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Michael J. Quillen
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11,053,140
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328,620
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3,412,928
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Daniel D. Smith
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11,071,429
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310,331
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3,412,928
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David J. Stetson
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10,985,659
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396,101
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3,412,928
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Scott D. Vogel
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9,387,275
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1,994,485
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3,412,928
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Proposal 2: The amendment of the Company’s certificate of incorporation to replace stockholder supermajority approval requirements with majority approval requirements. This proposal required the approval of two-thirds of shares of common stock outstanding. The proposal was not approved.
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For:
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10,805,402
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Against:
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147,551
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Abstain:
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428,807
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Broker Non-Votes:
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3,412,928
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Proposal 3: Increasing the number of shares of our common stock reserved for awards under the Company’s 2018 Long-Term Incentive Plan by 500,000 shares. The proposal was approved.
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For:
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10,492,015
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Against:
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388,523
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Abstain:
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501,222
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Broker Non-Votes:
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3,412,928
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Proposal 4: The ratification of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The proposal was approved.
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For:
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14,481,831
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Against:
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7,006
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Abstain:
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305,851
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Broker Non-Votes:
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0
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Proposal 5: Advisory approval of the Company’s executive compensation. The proposal was approved.
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For:
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10,525,086
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Against:
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371,674
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Abstain:
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485,000
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Broker Non-Votes:
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3,412,928
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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10.1
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Executive Officer Incentive Compensation Recoupment (Clawback) Policy
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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Alpha Metallurgical Resources, Inc.
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Date: May 4, 2021
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By:
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/s/ C. Andrew Eidson
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Name: C. Andrew Eidson
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Title: President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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ALPHA METALLURGICAL RESOURCES, INC.
EXECUTIVE OFFICER INCENTIVE COMPENSATION
RECOUPMENT (CLAWBACK) POLICY
Adopted and Effective April 28, 2021
Introduction
As reflected in the Code of Business Ethics of Alpha Metallurgical Resources, Inc. (the “Company”), the Company believes that it is in the best interests of the Company and its stockholders to maintain a culture that emphasizes integrity and accountability, including as to financial reporting matters. The Board of Directors of the Company (the “Board”) has therefore adopted this policy (this “Policy”), which provides for the recoupment of certain executive officer compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws.
Administration
This Policy shall be administered by the Compensation Committee of the Board (the “Committee”). Any determinations made by the Committee shall be final and binding on all affected individuals.
Incentive Compensation; Covered Executives
This policy applies to Incentive Compensation paid, granted or otherwise awarded to the Company’s current and former executive officers (“Covered Executives”). For purposes of this Policy, (1) “Incentive Compensation” means annual bonuses and other short- and long-term cash incentive awards, stock options, restricted stock awards and other equity or equity-based awards, and (2) “executive officer” means an “officer” as defined in Rule 16a-1 under the Securities Exchange Act of 1934, as amended, as determined by the Board.
Recoupment; Accounting Restatement
In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the federal securities laws and the Committee determines that a Covered Executive engaged in fraud or intentional misconduct that materially contributed to the need for such restatement, the Committee will (subject to the exceptions set forth below) seek to require reimbursement or forfeiture of Incentive Compensation received by such Covered Executive during the three-year period preceding the date on which the Company is required to prepare such accounting restatement. The amount of Incentive Compensation to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneously reported financial results over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Committee.
Exceptions
The Committee shall not seek recovery to the extent it determines that to do so would not be in the best interests of the Company and its stockholders. In making any such determination, the Committee shall take into account such considerations as it deems appropriate, which may include, without limitation, (a) the likelihood of success in recovering the Incentive Compensation under applicable law and the cost and effort associated with the recovery effort, (b) whether the assertion of a claim may prejudice the interests of the Company, including in any related proceeding or investigation, and/or (c) the passage of time since the occurrence of the act in respect of the applicable fraud or intentional misconduct.
Notice
Before the Committee determines to seek recovery pursuant to this Policy, it shall provide to the applicable Covered Executive with written notice and the opportunity to be heard, at a meeting of the Committee (which may be in person or telephonic, as determined by the Committee).
Method of Recoupment
The Committee will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder, which may include, without limitation:
(a) requiring reimbursement of cash incentive compensation previously paid;
(b) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity (and/or equity-based) awards; and/or
(c) cancelling outstanding vested or unvested equity (and/or equity-based) awards.
Interpretation
The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy.
Effective Date
This Policy shall be effective as of April 28, 2021 (the “Effective Date”) and shall apply only to Incentive Compensation that is approved, awarded or granted to Covered Executives on or after the Effective Date, except as otherwise agreed by any Covered Executive.
Other Recoupment Rights
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require the applicable Covered Executive to agree to abide by the terms of this Policy. This Policy does not require the amendment of any employment, equity award or other agreement entered into prior to the Effective Date. Any recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, incentive or equity
compensation plan or award or other agreement and any other legal rights or remedies available to the Company.
Successors
To the fullest extent permitted by applicable law, this Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.