UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 8-K/A
Amendment
no. 1
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 10, 2020
CONTANGO ORE, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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001-35770
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27-3431051
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(State or other jurisdiction of
incorporation or
organization)
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(I.R.S. Employer
Identification No.)
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3700 Buffalo Speedway, Suite 925
Houston, Texas
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77098
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(Address of principal executive
offices)
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(Zip Code)
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Registrant’s Telephone Number,
including area code: (713)
877-1311
Not Applicable
(Former name, former address and former fiscal year, 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 (see General Instruction A.2.):
☐ 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, Par
Value $0.01 per share
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CTGO
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OTCQB
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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. ☐
On June 12, 2020, Contango ORE, Inc., a Delaware
corporation (the “Company”), filed with the Securities and Exchange
Commission a Current Report on Form 8-K (the “Original Filing”),
reporting, among other things, the adoption of the Contango ORE,
Inc. Short Term Incentive Plan (the “STIP”), which was filed as
Exhibit 10.2 to the Original Filing. The Company is filing this
Current Report on Form 8-K/A (the “Amendment”) to the Original
Filing for the purpose of amending and restating Exhibit 10.2 in
its entirety to correct an inadvertent error therein and updating
the summary of the material terms of the STIP. The corrected
description of the STIP and Exhibit 10.2 supersede and replace in
their entirety the description of the STIP and Exhibit 10.2 filed
with the Original Filing.
No other modifications to the Original Filing are being made by
this Amendment. This Amendment should be read in connection with
the Original Filing.
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Item 5.02.
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Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On June 10, 2020, the Company entered into a Retention Payment
Agreement (the “Retention Agreement”) with Rick Van Nieuwenhuyse,
the Company’s President and Chief Executive Officer, providing for
a payment in an amount of $350,000 upon the occurrence of
certain conditions. The Retention Agreement is triggered upon
a change of control (as defined in the Retention Agreement) which
occurs on or prior to August 6, 2025, provided that Mr. Van
Nieuwenhuyse is employed by the Company when the change of control
occurs.
The foregoing summary of the Retention Agreement does not
purport to be complete and is subject to and qualified in its
entirety by reference to the complete text of the Retention
Agreement, a copy of which is being filed as Exhibit 10.1 and is
incorporated herein by reference.
Short Term
Incentive Plan
In accordance with Mr. Van Nieuwenhuyse’s
previously disclosed Offer Letter, dated January 6, 2020, the
Compensation Committee of the Board of Directors of the Company
(the “Compensation Committee”) adopted the STIP effective as of
June 10, 2020, for the benefit of Mr. Van Nieuwenhuyse. Pursuant to
the terms of the STIP, the Compensation
Committee will establish performance goals each year and evaluate
the extent to which, if any, Mr. Van Nieuwenhuyse meets such goals.
The STIP provides for a payout equal to 25% of Mr. Van
Nieuwenhuyse’s annual base salary if the minimum performance target
established by the Compensation Committee is met, 100% of his
annual base salary if all performance goals are met, and up to 200%
of his annual base salary if the maximum performance target is met.
Amounts due under the STIP will be payable 50% in cash and 50% in
the form of restricted stock granted under the Contango ORE, Inc.
Amended and Restated 2010 Equity Incentive Plan (as amended, the
“Plan”), vesting in two equal annual installments on the first and
second anniversaries of the grant date, and subject to the terms of
the Plan. In addition, in the event of a Change of Control
(as defined in the Plan) during the term of the STIP, the
Compensation Committee, in its sole and absolute discretion, may
make a payment to Mr. Van Nieuwenhuyse in an amount
up to 200% of his annual base salary, payable in cash,
shares of common stock of the Company under the Plan or a
combination of both, as determined by the Compensation Committee,
not later than 30 days following such Change of Control.
The foregoing summary of the STIP does not purport to be complete
and is subject to and qualified in its entirety by reference to the
complete text of the STIP, a copy of which is being filed as
Exhibit 10.2 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
of Exhibit
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SIGNATURE
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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CONTANGO ORE, INC.
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By: /s/ Leah Gaines
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Leah Gaines
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Vice President and Chief Financial Officer
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Dated:
June 22, 2020
