Ramaco Resources, Inc 8-K, filed Apr 21, 2025
Ramaco Resources, Inc. (METC)
About this 8-K
Ramaco Resources, Inc filed this 8-K on April 21, 2025, reporting on events of April 18, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 18, 2025, the Board of Directors (the “Board”) of Ramaco Resources, Inc. (the “Company”) approved the appointment of former US Senator Joseph Manchin III to serve as a member of the Board effective April 18, 2025, with a term expiring at the Company’s annual meeting of stockholders in 2025 or until his earlier death, resignation, disqualification, or removal. The Board has affirmatively determined that Senator Manchin is an independent director in accordance with the standards for independence set forth in the Nasdaq Stock Market Rules. Effective April 21, 2025, Senator Manchin will serve on the Finance and Investment Committee, the Technology Committee, and the Nominating and Corporate Governance Committee of the Board. Senator Manchin will be the chair of the Technology Committee.
Except as set forth below, there are no arrangements or understandings between Senator Manchin and any other person pursuant to which he was selected as a director. Senator Manchin does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to be a director or executive officer. There are no transactions in which Senator Manchin has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with his service as an independent director, Senator Manchin will receive independent director compensation commensurate with the Company’s other independent directors, including (i) an annual retainer of $125,000 per year (amount to be prorated for 2025), (ii) an additional retainer of $25,000 as long as he serves as chair of any committee, and (iii) an equity award granted on April 21, 2025, in the form of 10,560 shares of restricted stock under the Company’s Long-Term Incentive Plan. The restricted stock will vest January 31, 2026. The foregoing description of the restricted stock award is not complete and is qualified in its entirety by reference to the full text of the form of Restricted Stock Award Agreement, which is filed as Exhibit 10.3 to the Company’s Current Report on form 8-K filed on April 21, 2020, and incorporated into this Item 5.02 by reference. The Company will also enter into a consulting agreement with Manchin Partners, LLC, whereby Manchin Partners, LLC will be paid $10,000 per month to provide strategic advisory services to the Company including in public policy, energy, and technology matters.
Senator Manchin will enter into an indemnification agreement in the form entered into with the Company’s other directors and executive officers effective as of the effective date of his appointment to the Board (the "Indemnification Agreement”), which requires the Company to indemnify Senator Manchin to the fullest extent permitted under Delaware law against liability that may arise by reason of his service to the Company, and to advance certain expenses incurred as a result of any proceeding against him as to which he could be indemnified. The form of indemnification agreement is filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-215363), as originally filed on January 11, 2017.
Item 7.01. Regulation FD Disclosure.
On April 21, 2025, the Company issued a press release announcing Senator Manchin’s appointment to the Board (the “Press Release”). A copy of the Press Release is attached as Exhibit 99.1 hereto.
None of the information furnished in this Item 7.01 will be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on April 21, 2020) | |
| 10.2 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-215363), as originally filed on January 11, 2017) | |
| 99.1 | Press Release issued by Ramaco Resources, Inc. dated April 21, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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.
| Ramaco Resources, Inc. | |||
| By: | /s/ Randall W. Atkins | ||
| Name: | Randall W. Atkins | ||
| Title: | Chairman and Chief Executive Officer | ||
Date: April 21, 2025
Exhibit 99.1
Former U.S. Senator Joseph Manchin III Joins Board of Directors of Ramaco Resources Inc.
Lexington, KY – April 21, 2025 – Ramaco Resources, Inc. (Nasdaq: METC, METCB), a leading producer of metallurgical coal and critical minerals, today announced that former U.S. Senator Joseph Manchin III has been appointed an independent member to its Board of Directors effective April 18, 2025.
Senator Manchin brings decades of national leadership in energy policy and economic development to Ramaco and a deep understanding of the issues facing the U.S. coal industry. As a former West Virginia Governor, Secretary of State and United States Senator as well as past chairman of the Senate Energy and Natural Resources Committee, he has been a steadfast advocate for metallurgical coal and the wider U.S. mining industry. He also served as a member of the Senate Appropriations and Armed Services Committees.
As Ramaco advances its rare earth element development in Wyoming, Manchin’s experience in national defense and critical mineral supply chains brings valuable strategic advice and guidance. Manchin has worked for decades to ensure the development of domestic critical mineral resources, safeguarding America’s economic and national security needs.
Randall Atkins, Chairman and CEO said, “We are deeply honored to welcome Senator Manchin to our board. He’s been a champion for securing America’s energy and industrial future and has a deep understanding of the issues facing the met coal industry. As one of both West Virginia and our nation’s most prominent leaders he will bring unparalleled experience and insight into the issues which face our business and our nation. And as we expand our role in developing the urgently needed domestic sourced minerals critical to our national security, his knowledge of policy and national supply chain priorities will be invaluable.”
Senator Manchin said, “Growing up in Farmington, West Virginia, I saw firsthand how coal shaped communities and powered our nation. Ramaco’s work—both in producing metallurgical coal and advancing critical mineral development—reflects that same spirit of hard work, innovation, and national pride. As America looks to strengthen its supply chains and secure its future, I’m proud to support a company that’s investing in our people, our resources, and our resilience. It’s an honor to join friends and fellow West Virginians in this mission.”
About Ramaco Resources, Inc.
Ramaco Resources, Inc. is an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia, and southwestern Virginia and a developing producer of coal, rare earth and critical minerals in Wyoming. Its executive offices are in Lexington, Kentucky, with operational offices in Charleston, West Virginia and Sheridan, Wyoming. The Company currently has four active metallurgical coal mining complexes in Central Appalachia and one coal mine and rare earth development near Sheridan, Wyoming in the initial stages of production. In 2023, the Company announced that a major deposit of primary magnetic rare earths and critical minerals was discovered at its mine near Sheridan, Wyoming. Contiguous to the Wyoming mine, the Company operates a carbon research and pilot facility related to the production of advanced carbon products and materials from coal. In connection with these activities, it holds a body of roughly 60 intellectual property patents, pending applications, exclusive licensing agreements and various trademarks. News and additional information about Ramaco Resources, including filings with the Securities and Exchange Commission, are available at https://www.ramacoresources.com. For more information, contact investor relations at (859) 244-7455.
Point
of Contact:
INVESTOR RELATIONS: info@ramacometc.com or 859-244-7455