UNITED STATES
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): January 3,
2023
PIEDMONT LITHIUM INC.
(Exact name of registrant as specified in its charter)
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Delaware
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36-4996461
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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42 E Catawba Street
Belmont, North Carolina
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28012
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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: (704)
461-8000
(Former Name or Former Address, if Changed Since Last Report): Not
Applicable
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:
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading
Symbol
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Name of
exchange on which registered
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Common Stock,
$0.0001 par value per share
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PLL
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The Nasdaq
Capital Market
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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.
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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 January 3, 2023, the Board of Directors (the “Board”) of
Piedmont Lithium Inc. (the “Company”) approved an increase to the
size of the Board from five to seven directors with the two newly
created directorships being allocated to Class I, effective as of
January 3, 2023 (the “Effective Time”), in accordance with the
Company’s Amended and Restated Certificate of Incorporation and the
Company’s Amended and Restated Bylaws. The Board appointed
Christina Alvord and Michael Bless, effective as of the Effective
Time, to fill the newly created Class I directorships as Class I
independent directors to hold office until the next election of
Class I directors and until their respective successors shall have
been duly elected and qualified or until their earlier respective
death, resignation, removal, retirement or disqualification. In
addition, effective as of the Effective Time, (i) Ms. Alvord has
been appointed to the Compensation and Leadership Committee,
replacing Jorge Beristain on the committee as of such time, and Mr.
Bless has been appointed to the Audit Committee, replacing Claude
Demby on the committee as of such time.
Ms. Alvord most recently served as the President of the Central
Division of Vulcan Materials Company, the nation’s largest producer
of construction aggregates, from 2019 until 2021. Mr. Bless most
recently served as Special Advisor to the Chief Executive Officer
and the board of directors of Century Aluminum Company, a
U.S.-based, publicly-held, global producer of primary aluminum,
from July 2021 through March 2022.
Ms. Alvord and Mr. Bless will participate in the Company’s standard
compensation program for non-employee directors, as determined by
the Board from time to time. Currently, this program includes a
$60,000 annual retainer for service on the Board and additional
annual retainers for service on committees of the Board, including
$7,500 for service on the Compensation and Leadership Committee and
$9,500 for service on the Audit Committee. Each of Ms. Alvord and
Mr. Bless also entered into standard indemnification agreements
with the Company, a form of which was previously filed as Exhibit
99.1 to the Company’s Current Report on Form 8-K, which was filed
on August 31, 2021.
There are no transactions involving Ms. Alvord or Mr. Bless and the
Company that require disclosure under Item 404(a) of Regulation
S-K. In addition, there are no arrangements or understandings
between Ms. Alvord or Mr. Bless and any other person pursuant to
which they were selected to serve as directors.
On January 4, 2023, the Company
issued a press release announcing Ms. Alvord’s and Mr. Bless’
appointments to the Board, a copy of which is attached to this
Current Report on Form 8-K as Exhibit 99.1.
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Item 9.01
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Financial Statements and
Exhibits.
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Press Release, dated January 4,
2023.
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104
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Cover Page Interactive Data File -
the cover page XBRL tags are 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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PIEDMONT LITHIUM INC.
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/s/ Keith Phillips
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Name:
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Title:
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President and Chief Executive
Officer
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