Arq, Inc 8-K, filed Apr 1, 2020
Arq, Inc. (ARQ)
8-K
2020-04-01
For: 2020-03-27
View Original
Added on
April 10, 2026
About this 8-K
Arq, Inc filed this 8-K on April 1, 2020, reporting on events of March 27, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
U.S. 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): March 27, 2020
ADVANCED EMISSIONS SOLUTIONS, INC.
(Name of registrant as specified in its charter)
Delaware | 001-37822 | 27-5472457 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
640 Plaza Drive, Suite 270, Highlands Ranch, CO | 80129 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code: (720) 598-3500
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | 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:
Class | Trading Symbol | Name of each exchange on which registered | ||
Common stock, par value $0.001 per share | ADES | NASDAQ Global Market | ||
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 | o | |
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. | o | |
Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. | |
On March 27, 2020, L. Heath Sampson, the President and Chief Executive Officer and a director of Advanced Emissions Solutions, Inc. (the "Company"), submitted his resignation as an officer and director of the Company and the Board of Directors of the Company (the "Board") accepted such resignation. The effective date of his resignation as President and Chief Executive Officer is June 30, 2020 and the effective date of his resignation as a director is June 16, 2020, the date of the Company’s next annual stockholders meeting.
On March 27, 2020, the Board appointed Greg P. Marken, the Company's current Chief Financial Officer, Treasurer and Secretary as interim President and Chief Executive Officer, effective as of July 1, 2020.
Mr. Marken has served as the Company's Chief Financial Officer and Treasurer since March 1, 2018. Previously, he was the Company's Chief Accounting Officer, a position he held from June 2016 until his appointment as the Company's Chief Financial Officer. Mr. Marken has served as the Company's Secretary since August 2016. Mr. Marken joined the Company in January 2015 as the Director of SEC Reporting and Technical Accounting. Prior to joining the Company, Mr. Marken held various positions, including Senior Manager, assurance services, at Ernst & Young, LLP from 2005 through 2015. He received his BBA in accounting and MS in finance from Texas A&M University. Mr. Marken is a CPA.
In connection with Mr. Sampson's resignation, the Company has agreed to enter into a Release of Claims and Separation Agreement (the "Settlement Agreement") that will be effective following the effective date of Mr. Sampson's resignation as an officer. Under the terms of the Settlement Agreement, upon his resignation, Mr. Sampson will receive (a) $525,000, an amount equal to one year’s salary, and (b) a target bonus of $262,500, payable on December 31, 2020, contingent upon achievement by the Company in 2020 of a performance objective previously set by the Compensation Committee of the Board. In addition, all of Mr. Sampson's unvested restricted stock awards and the maximum attainable shares on Mr. Sampson's outstanding performance stock units will immediately vest upon the effectiveness of the Settlement Agreement. The Settlement Agreement also provides for the payment of 12 months’ of medical, dental, and vision benefits of Mr. Sampson. Under the Settlement Agreement, Mr. Sampson will release the Company from any claims and liabilities.
A copy of the Company's press release announcing Mr. Sampson's resignation and the appointment of an interim replacement is included as Exhibit 99.1 to this report.
Item 9.01 | Financial Statements and Exhibits. | |
(d) | Exhibits | |
Exhibit No. | Description | |
99.1 | ||
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 1, 2020
Advanced Emissions Solutions, Inc. | |
Registrant | |
/s/ Greg P. Marken | |
Greg P. Marken | |
Chief Financial Officer | |
3
Advanced Emissions Solutions Announces CEO Transition
Greg Marken to assume position as Interim President and CEO on July 1, 2020
HIGHLANDS RANCH, Colo., April 1, 2020 (GlobeNewswire) -- Advanced Emissions Solutions, Inc. (NASDAQ: ADES) (the "Company" or "ADES") today announced that L. Heath Sampson notified the Board of Directors of ADES that he plans to resign as Chief Executive Officer (CEO) effective June 30, 2020 to pursue other interests. Greg Marken, the Company’s current Chief Financial Officer, Treasurer and Secretary, has been appointed to take over as Interim President and CEO on July 1, 2020, upon successful completion of an orderly transition process.
L. Spencer Wells, Chairman of the Board said, “On behalf of everyone on the Board, I'd like to thank Heath for his leadership and service to our company, employees and shareholders. Heath led ADES through a very difficult turnaround, helped us leverage the cash generation power of our Refined Coal (“RC”) assets, and reset our long-term vision on the activated carbon and specialty chemicals opportunity. Most importantly, Heath built a strong management team who is ready to execute against our strategy.”
L. Heath Sampson, President and CEO of ADES, commented, “It has been a privilege to lead ADES for the last five years. I am extremely proud of our employees and what we have accomplished in turning this Company around and resetting its vision. We navigated a number of regulatory and industry headwinds to maximize our RC cash flows, while acquiring the premier activated carbon asset in the industry, which has pivoted the Company’s long-term strategic direction. Throughout that time, I worked closely with Greg, and there is no one with a more intimate knowledge of the Company, its strategy and its customers. Over the next few months I will continue to focus on our strategic priorities, including securing additional tax equity partners for our RC segment, diversifying our emissions control product portfolio away from coal-based solutions, executing against our capital allocation and shareholder return initiatives, and ensuring an orderly transition to Greg."
Greg Marken concluded, “The opportunity to work with and lead a team whom I already know well and greatly respect is an exciting one which I am honored to accept. I would like to thank Heath for the guidance and mentoring he has provided over the past five years, and I am excited to build on the progress this Company has achieved under his leadership. Looking ahead, our strategy remains unchanged and we continue to expect future net RC cash flows to ADES as of December 31, 2019, of between $150 million and $175 million through year-end 2021. We will remain intently focused on nurturing and optimizing our RC cash flows as well as leveraging our Red River plant to capture the low-cost characteristics of the asset. Additionally, we will seek to maximize shareholder value while navigating today's dynamic market environment.”
Greg Marken Background
Mr. Marken has served as the Company’s Chief Financial Officer and Treasurer since March 1, 2018. Previously, he was the Company’s Chief Accounting Officer, a position he held from June 2016 until his appointment as the Company’s Chief Financial Officer. Mr. Marken has served as the Company’s Secretary since August 2016. Mr. Marken joined the Company in January 2015 as the Director of SEC Reporting and Technical Accounting. Prior to joining the Company, Mr. Marken held various positions at Ernst & Young, LLP from 2005 through 2015 including Senior Manager, assurance services. He received his BBA in accounting and MS in finance from Texas A&M University. Mr. Marken is a CPA.
About Advanced Emissions Solutions, Inc.
Advanced Emissions Solutions, Inc. serves as the holding entity for a family of companies that provide emissions solutions to customers in the power generation and other industries.
 | ADA brings together ADA Carbon Solutions, LLC, a leading provider of powder activated carbon ("PAC") and ADA-ES, Inc., the providers of ADA® M-Prove™ Technology. We provide products and services to control mercury and other contaminants at coal-fired power generators and other industrial companies. Our broad suite of complementary products control contaminants and help our customers meet their compliance objectives consistently and reliably. |
 | CarbPure Technologies LLC, (“CarbPure”), formed in 2015 provides high-quality PAC and granular activated carbon ideally suited for treatment of potable water and wastewater. Our affiliate company, ADA Carbon Solutions, LLC manufactures the products for CarbPure. |
 | Tinuum Group, LLC (“Tinuum Group”) is a 42.5% owned joint venture by ADA that provides patented Refined Coal (“RC”) technologies to enhance combustion of and reduce emissions of NOx and mercury from coal-fired power plants. |
Caution on Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, which provides a “safe harbor” for such statements in certain circumstances. The forward-looking statements include projection on future RC cash flows, our expectations about the potential for leveraging our Red River plant capabilities and ways to maximize shareholder value. These forward-looking statements involve risks and uncertainties. Actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors including, but not limited to, timing of new and pending regulations and any legal challenges to or extensions of compliance dates of them; the success of our technical and commercial infrastructure in opening and competing new markets; the U.S. government’s failure to promulgate regulations or appropriate funds that benefit our business; changes in laws and regulations, accounting rules, prices, economic conditions and market demand; impact of competition; availability, cost of and demand for alternative energy sources and other technologies; technical, start up and operational difficulties; failure of the RC facilities to produce RC; termination of or amendments to the contracts for sale or lease of RC facilities; decreases in the production of RC; our inability to commercialize our technologies on favorable terms; our inability to ramp up our operations to effectively address recent and expected growth in our business; loss of key personnel; potential claims from any terminated employees, customers or vendors; availability of materials and equipment for our businesses; intellectual property infringement claims from third parties; as well as other factors relating to our business, as described in our filings with the SEC, with particular emphasis on the risk factor disclosures contained in those filings. You are cautioned not to place undue reliance on the forward-looking statements and to consult filings we have made and will make with the SEC for additional discussion concerning risks and uncertainties that may apply to our business and the ownership of our securities. The forward-looking statements speak only as to the date of this press release.
Source: Advanced Emissions Solutions, Inc.
Investor Contact:
Alpha IR Group
Chris Hodges or Ryan Coleman
312-445-2870
ADES@alpha-ir.com