Business Context and Reporting Period
This Form 8-K Current Report from Ramaco Resources, Inc. (NASDAQ: METC) covers events occurring on December 10, 2020, with a report date of December 15, 2020. The filing details significant corporate governance changes, including an increase in the size of the Board of Directors, the appointment of new directors, and a leadership transition involving the resignation of the President and Chief Executive Officer.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. No financial metrics are disclosed in this document.
Material Changes Versus Prior Period
The filing reports the following material changes to the Company's governance structure effective December 10, 2020, or shortly thereafter:
- Board Expansion: The Board of Directors increased its size from 10 to 11 members.
- Executive Resignation: Michael D. Bauersachs resigned as President, Chief Executive Officer, and Director, effective December 31, 2020.
- Executive Appointment: Randall W. Atkins was appointed Chief Executive Officer, effective December 31, 2020, in addition to his role as Chairman of the Board.
- Director Appointments: Mahmud Riffat was appointed effective December 10, 2020. David E. K. Frischkorn, Jr. and E. Forrest Jones, Jr. were appointed to fill remaining vacancies, effective upon the mailing of the Information Statement (20 calendar days after December 10, 2020).
- Bylaws Amendment: The Company amended its Bylaws to rename the officer position of "President and Chief Executive Officer" to "Chief Executive Officer."
Guidance, Outlook, and Management Commentary
Management Commentary and Transition: The resignation of Mr. Bauersachs is stated to be not due to any disagreement with the Company. To ensure an orderly transition, Mr. Bauersachs will consult with the Company from December 31, 2020, through December 31, 2022. His compensation for these services includes an annual payment of $200,000 and continued vesting of outstanding restricted stock awards. He has waived rights to benefits under the Change in Control and Severance Plan, including accelerated vesting, and agreed to 2-year non-competition and non-solicitation provisions. Compensation and Independence: Mr. Atkins will receive no change in compensation for his new role as CEO. Mr. Riffat will serve without compensation, consistent with other non-independent directors. Messrs. Frischkorn and Jones will receive compensation commensurate with other independent directors. The Board determined that Messrs. Frischkorn and Jones are independent under NASDAQ rules. Risks and Contingencies: The filing notes that the Board Size Increase and Bylaws Amendment were approved by written consent of "Consenting Stockholders" (Yorktown Energy Partners and Randall W. Atkins), who collectively hold 55.8% of the outstanding voting securities. The changes will become effective 20 calendar days after the Information Statement is mailed to stockholders.
Important Facts for Investor Verification
- Verify the exact effective date of the Board Size Increase and the appointments of Messrs. Frischkorn and Jones, which depends on the mailing date of the Information Statement (20 days post-December 10, 2020).
- Confirm the terms of the separation and consulting agreement with Michael D. Bauersachs, specifically the $200,000 annual payment and the waiver of Change in Control benefits.
- Review the upcoming Schedule 14C Information Statement for full details on the Bylaws Amendment and director biographies.
- Note that the Consenting Stockholders hold a controlling interest (55.8%) and utilized written consent to bypass a formal stockholder meeting for these specific governance changes.