Current Report Filing (8-k)

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): April 28, 2020 (April 24, 2020)

WARRIOR MET COAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-38061

81-0706839

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

16243 Highway 216

Brookwood, Alabama

35244

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (205) 554-6150

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 communication 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 Exchange Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	HCC	New York Stock Exchange
Rights to Purchase Series A Junior Participating Preferred Stock, par value $0.01 per share	—	New York Stock Exchange

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 5.07

Submission of Matters to a Vote of Security Holders.

The 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Warrior Met Coal, Inc. (the “Company”) was held on April 24, 2020. Summarized below are descriptions of the matters voted on at the Annual Meeting and the final results of such voting:

Proposal 1 – Election of Directors. The stockholders elected each of the six director nominees to serve as directors until the Company’s 2021 Annual Meeting of Stockholders and until a successor is duly elected and qualified. Each nominee was a current director of the Company who was re-elected. The voting for the directors at the Annual Meeting was as follows:


Name	Votes For	Votes Withheld	Broker Non-Votes
Stephen D. Williams	39,023,970	2,932,618	3,349,526
Ana B. Amicarella	41,009,357	947,231	3,349,526
J. Brett Harvey	31,845,373	10,111,215	3,349,526
Walter J. Scheller, III	41,426,553	530,035	3,349,526
Alan H. Schumacher	30,199,466	11,757,122	3,349,526
Gareth Turner	24,261,699	17,694,889	3,349,526

Proposal 2 – Advisory Vote on Executive Compensation. The stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in accordance with Securities and Exchange Commission compensation disclosure rules. The result of the vote taken at the Annual Meeting was as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
40,153,378	1,579,102	224,107	3,349,526

Proposal 3 – Ratification of the Section 382 Rights Agreement. The stockholders ratified the Section 382 Rights Agreement designed to preserve the value of certain tax assets associated with the Company’s net operating losses under Section 382 of the Internal Revenue Code. The result of the vote taken at the Annual Meeting was as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
36,325,336	5,624,177	7,075	3,349,526

Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2020. The result of the vote taken at the Annual Meeting was as follows:


Votes For	Votes Against	Abstentions
45,214,098	76,145	15,870

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.