Contango Silver & Gold Inc 8-K/A, filed Jun 22, 2020
Contango Silver & Gold Inc. (CTGO)
8-K/A
2020-06-22
For: 2020-06-10
View Original
Added on
April 06, 2026
About this 8-K/A
Contango Silver & Gold Inc filed this 8-K/A on June 22, 2020, reporting on events of June 10, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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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(Commission
File Number)
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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. ☐
Explanatory Note
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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Retention Agreement
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
Exhibit 10.2
CONTANGO ORE, INC.
SHORT TERM INCENTIVE PLAN
Contango Ore, Inc. (the “Company”)
hereby adopts the Contango Ore, Inc. Short Term Incentive Plan, effective as of June 10, 2020 (the “STIP”), for the benefit of Rick Van Nieuwenhuyse (the “Executive”) on the terms and conditions set forth below.
1. Administration. The STIP shall be administered by the Compensation
Committee of the Board of Directors of the Company (the “Committee”) in its sole discretion. The Committee shall have full and exclusive authority with
respect to all matters under the STIP, including without limitation, the construction of the terms of the STIP, the establishment of performance goals, the certification of performance goals, the determination of the level of performance, the
amount of the Annual STIP Payment and any Change of Control Payment, and the terms of any Restricted Stock Award. The decisions of the Committee and its actions with respect to the STIP shall be final, conclusive and binding on the Executive.
2. Establishment of Performance Goals. During January of each calendar year
during the term of the STIP beginning in 2021, the Committee, after consulting with the Executive in good faith, shall establish performance goals for such calendar year which the Committee considers to be reasonably attainable. The performance
goals for 2020 are set forth in Exhibit A attached hereto.
3. Certification of Performance Goals. Following the end of each calendar
year in the term of the STIP, including 2020, the Committee, in its sole discretion, shall certify the extent to which, if any, the Executive met or exceeded each of the applicable performance goals for such calendar year by March 1 of the
subsequent calendar year. The Committee shall rank the Executive’s level of performance based on the following table:
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Performance Level
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Description of Performance
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Target Percentage
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Level 0
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Failed to satisfy minimum performance target
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0%
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Level 1
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Satisfied minimum performance target
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25%
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Level 2
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50%
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Level 3
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75%
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Level 4
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Satisfied all performance goals
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100%
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Level 5
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125%
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Level 6
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150%
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Level 7
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175%
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Level 8
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Satisfied maximum performance target
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200%
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4. Annual STIP Payment. For each calendar year during the term of the STIP
for which the Executive met or exceeded the minimum performance target, the Executive shall be entitled to a payment under the STIP (the “Annual STIP Payment”)
equal to the product of his annual base salary for such calendar year multiplied by the Target Percentage. One-half of the amount of the Annual STIP Payment shall be made in cash (the “Cash Payment”), and one-half of the amount of the Annual STIP Payment shall be made in restricted stock (the “Restricted Stock Award”) under the Contango Ore, Inc. 2010 Equity Incentive Plan, as amended and restated effective September 15, 2017 and as subsequently amended (the “Plan”), based on the fair market value of the Company’s common stock as of the date of grant of the Restricted Stock Award; provided, however, that a greater portion of the Annual STIP Payment
may be made as a Cash Payment if the Committee determines that not enough shares of common stock are available under the Plan for grant of the full Restricted Stock Award. The Cash Payment shall be paid, and the Restricted Stock Award shall be
granted, not later than March 15 of the subsequent calendar year, provided that the Executive remains employed by the Company as of the date of payment or grant, as applicable. For the avoidance of doubt, any earned but unpaid portion of the
Annual STIP Payment shall be forfeited upon the Executive’s termination of employment for any reason prior to the date of payment or grant, as applicable.
5. Terms of Restricted Stock Award. Any Restricted Stock Award granted
pursuant to Section 4 above shall vest one-half on the first anniversary of the grant date and one-half on the second anniversary of the grant date, with full vesting occurring sooner in the event of a Change of Control, provided the Executive
remains employed by the Company as of such vesting date or event. The Restricted Stock Award shall be subject to the terms of the Plan and such other terms and conditions as the Committee may include in a Restricted Stock Award Agreement.
6. Change of Control. In the event of a “Change of Control” (as defined in the Plan) during the term of the STIP, the Committee, in its sole and absolute discretion, may make a payment to the Executive in an amount up
to, but not exceeding, the product of his then-current annual base salary multiplied by 200% (the “Change of Control Payment”). The Change of Control
Payment may be made in cash, in shares of common stock of the Company under the Plan or a combination of both, as determined by the Committee. Any Change of Control Payment shall be made not later than 30 days following such Change of Control.
7. Tax Withholding. The Company shall withhold from any Cash Payment or
Change of Control Payment made under the STIP the amount of all applicable income and employment taxes required by law to be withheld with respect to such payment. Tax withholding with respect to any Restricted Stock Award shall be made in
accordance with the Restricted Stock Award Agreement.
8. Amendment, Suspension or Termination. The Committee, in its sole
discretion, may amend, suspend or terminate the STIP at any time for any reason. Unless terminated sooner by the Committee, the STIP shall automatically terminate immediately upon the Executive’s termination of employment for any reason and the
Executive shall have no further rights hereunder except as provided in Section 6 above.
9. No Contract of Employment. Nothing in the STIP constitutes a contract or
agreement of employment for any specific term, nor does it alter the nature of the employment relationship between the Company and the Executive, and either the Company or the Executive may terminate the employment relationship as freely and with
the same effect as if this STIP had not been adopted.
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10. Funding. Any obligation of the Company to make an Annual STIP Payment or
Change in Control Payment hereunder shall be an unfunded and unsecured promise to pay cash or property in the future.
11. Code Section 409A. The STIP and any Annual STIP Payment or Change of
Control Payment made hereunder are intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and shall be interpreted and administered in a manner consistent with that intent.
12. Nonalienation. The Executive shall have no right or ability to pledge,
hypothecate, anticipate, assign or otherwise transfer any right to payment under the STIP.
13. Governing Law; Venue. The STIP shall be governed by and construed in
accordance with the internal laws (and not the principles relating to conflicts of laws) of the State of Texas except as superseded by applicable federal law. Any action, suit or proceeding arising out of or in connection with the STIP must be
brought, if at all, in any state district court in Harris County, Texas or federal district court in the Southern District of Texas, Houston Division. The Company and the Executive, by acceptance of benefits under the STIP, agrees to submit to the
jurisdiction of said courts in connection with any such action, suit or proceeding.
IN WITNESS WHEREOF, the STIP has been adopted by the Company as of the date set forth above.
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CONTANGO ORE, INC. |
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By: /s/ Brad Juneau
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Name: Brad Juneau
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Title: Executive Chairman
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