SEC Filing Summary: Ramaco Resources, Inc. (Form 8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Ramaco Resources, Inc. on February 18, 2021, covering events occurring on February 16, 2021. The filing primarily addresses changes to the Board of Directors and references the company's financial results for the fourth quarter and full year 2020, which were released on February 18, 2021.
Key Financial Metrics
The filing references an Earnings Release (Exhibit 99.1) containing financial and operating results for Q4 and full-year 2020. However, this Form 8-K text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Investors must refer to the attached Earnings Release for these details.
Material Changes
- Board Resignation: Tyler Reeder resigned from the Board of Directors effective February 16, 2021. The resignation was not due to any disagreement with the Company.
- Board Appointment: Jennifer Gray was appointed to the Board of Directors effective February 16, 2021, to fill the vacancy created by Mr. Reeder. Her term expires at the 2021 annual meeting of stockholders.
- Director Independence: The Board determined Ms. Gray is an independent director under NASDAQ rules.
Outlook, Risks, and Management Commentary
Management Commentary: Ms. Gray is the Chief Compliance Officer, Deputy General Counsel, and Managing Director of Energy Capital Partners (ECP). She has been with ECP since 2008 and previously worked at Latham & Watkins LLP. She will serve as one of two Board members designated by ECP under the Shareholders' Agreement.
Compensation and Indemnification: Ms. Gray will not receive compensation for her service as a director. She will enter into a standard indemnification agreement with the Company.
Risks and Contingencies: The filing notes that information regarding the Earnings Release and the Board changes is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and will not be incorporated by reference into Securities Act filings.
Key Facts for Investor Verification
- Verify the specific financial results for Q4 and full-year 2020 in the attached Earnings Release (Exhibit 99.1), as this 8-K does not contain the data.
- Confirm the independence status and background of the new director, Jennifer Gray, particularly her relationship with Energy Capital Partners (ECP).
- Note that ECP retains the right to designate up to two Board members as long as it holds at least 10% of the Company's common stock.
- Review the press release (Exhibit 99.2) for additional context on the Board transition.