METC 8-K
Ramaco Resources, Inc. (METC)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
Resignation of Director
On March 18, 2025, Ramaco Resources, Inc. (“Ramaco” or the “Company”) announced that E. Forrest Jones, Jr. resigned from the Board of Directors (the “Board”) and from his positions on all committees of the Board effective March 14, 2025. Mr. Jones was a member of the Environmental, Health and Safety Committee, the Finance and Investment Committee, and the Technology Committee of the Board at the time of his resignation. Mr. Jones’ resignation was not due to any disagreement with the Company on any matter relating to its operations, policies or practices.
In honor of his service to the Board, Mr. Jones’ was provided the honorary title of Director Emeritus for the Board effective March 14, 2025.
Appointment of Director and Replacement of General Counsel
On March 14, 2025, the Board approved the appointment of the Company’s current General Counsel and Secretary, Evan H. Jenkins, age 64, to serve as a member of the Board filling the vacancy left by Mr. Jones’ resignation. The Board also approved the appointment of Mr. Jenkins as Vice-Chairman of the Board. Both appointments are effective as of March 14, 2025. Mr. Jenkins will serve as a non-independent member of the Board with a term expiring at the Company’s annual meeting of stockholders in 2025 or until his earlier death, resignation, disqualification, or removal. Mr. Jenkins was not appointed to serve on a Board committee.
In conjunction with Mr. Jenkins’ appointment to the Board, he will continue as the Company’s General Counsel until on or about April 30, 2025 when his successor joins the Company as General Counsel. Mr. Jenkins will remain the Corporate Secretary of the Company, and will continue to be compensated pursuant to his current employment arrangement, which provides for an annual base salary of $600,000 and provides that he be eligible, under the Company’s annual incentive plan, to receive cash bonuses dependent on Company and individual performance. For fiscal year 2024, Mr. Jenkins received a base salary of $500,000, an incentive bonus of $650,000, 39,599 restricted stock units and 39,599 performance stock units. Except for Mr. Jenkins’ employment relationship with the Company and the related compensation arrangements, there are no relationships involving Mr. Jenkins that require disclosure under Item 404(a) of Regulation S-K.
There are no arrangements or understandings between Mr. Jenkins and any other person pursuant to which he was elected to serve as a director. Mr. Jenkins 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.
Appointment of E. Forrest Jones, Jr. as New General Counsel
On March 14, 2025, the Board appointed E. Forrest Jones, Jr. as the Company’s new General Counsel effective on or about May 1, 2025 (the “Start Date”). Mr. Jones, age 74, has served as a member of the Company’s Board since January 2021. Mr. Jones has been the owner and manager of Jones & Associates, a law firm in Charleston, West Virginia, for thirty-seven years focusing upon all areas of corporate and business practice. His practice has been concentrated upon corporate and regulatory matters relating to operations, development, acquisitions and management in the coal industry. He received his license to practice law in 1977. Fees and expenses incurred for professional legal services we received from Jones & Associates in 2024 totaled $0.1 million. Except for these fees and Mr. Jones prior relationship with the Company as a director (and the related compensation arrangements), there are no relationships involving Mr. Jones that require disclosure under Item 404(a) of Regulation S-K.
Pursuant to the terms of his offer letter, Mr. Jones will receive an annual base salary of $500,000 and will be eligible, under the Company’s annual incentive plan, to receive cash bonuses dependent on Company and individual performance. For fiscal year 2025, Mr. Jones will receive a guaranteed cash bonus applicable to calendar year 2025 if he remains employed when bonuses for fiscal year 2025 are paid. Mr. Jones will also be eligible for incentive compensation under the Company’s Long-Term Incentive Plan (the “Plan”). Any such award will be subject to the terms and conditions of the Plan and applicable award agreement, which may include both performance and time-based vesting. In recognition of other compensation Mr. Jones may forfeit from his former employment and subject to the approval of the compensation committee of the Board, the Company will grant Mr. Jones 50% of his 2025 Plan award at the time of commencement of his employment, based on the Company’s Class A and Class B stock price at the close of the market on April 30, 2025. Mr. Jones is eligible to participate in the Company’s benefit programs as made generally available to other senior executives.
In connection with Mr. Jones’ appointment as an officer, the Company will enter into an indemnification agreement with Mr. Jones in the form entered into with the Company’s other directors and executive officers effective as of the Start Date (the "Indemnification Agreement”), which requires the Company to indemnify Mr. Jones 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 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | 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 March 18 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: March 18, 2025
Exhibit 99.1
Ramaco Announces Changes to Executive Leadership and Board of Directors
LEXINGTON, Ky., March 18, 2025 /PRNewswire/ -- Ramaco Resources, Inc. (NASDAQ: METC, METCB) ("Ramaco Resources" or the "Company") today announced changes to its senior management and Board of Directors (the “Board”).
E. Forrest Jones, Jr., has been hired by the Company to serve as its new General Counsel, bringing a career of immense legal experience in the minerals and coal industry. Mr. Jones has been a member of the Board since 2021 and resigned as a director of the Company effective March 14, 2025, to transition into his new full-time role effective May 1, 2025. In conjunction with his resignation as a director, he was honored by the Board with the honorary appointment of Director Emeritus.
“Forrest has served as a member of the Board with unwavering commitment and leadership greatly enriching and guiding the Board's deliberations and decisions. Mr. Jones' strategic thinking during a period of significant growth has been instrumental in the Company's success and expansion. His service as Chairman of the Environmental, Health and Safety Committee has ensured the highest standards of safety and well-being for all employees. His decades of experience, qualifications, and unique legal skills make him well qualified to serve as our General Counsel,” said Randall W. Atkins, Ramaco Chairman and CEO.
Evan H. Jenkins has also been elected to the Board and appointed as Vice-Chairman. Mr. Jenkins has served as the Company’s General Counsel and Secretary since February 2024.
“Mr. Jenkins has demonstrated exceptional leadership in managing the Company’s legal division. His guidance, decision-making and strategic planning will greatly benefit the Company as both a Board member and now in the additional role of Vice-Chairman. Mr. Jenkins will help lead the Board in policy analysis and advocacy based on his more than two decades as a state and federal legislator. He also brings a deep understanding of legal principles and regulatory compliance from his prior service as Justice and Chief Justice of the West Virginia Supreme Court,” Mr. Atkins said.
Mr. Jenkins will step down as General Counsel once Mr. Jones joins the Company in the same role on May 1st but will continue to serve as Secretary.
The total number of Board members remains unchanged with five independent directors and four non-independent directors.
E. Forrest Jones, Jr., age 74, has served as a member of our Board of Directors since January 2021. Mr. Jones has been the owner and manager of Jones & Associates, a law firm in Charleston, West Virginia, for thirty-seven years focusing upon all areas of corporate and business practice. He is regarded as perhaps one of the most knowledgeable counsel in the coal industry and has dealt principally on corporate and regulatory matters relating to coal operations, development, acquisitions and management. He received his license to practice law in 1977. Prior to starting Jones & Associates, he practiced as a Partner in a small firm focused upon the operational needs of the coal industry. Over the course of his career, Mr. Jones has served as General Field Counsel for Pickands Mather & Company, W-P Coal Company, Agipcoal USA, Inc. (formerly Enoxy Coal, Inc.), Costain Coal Inc., Pocahontas Land Corporation and numerous other coal and mineral land companies. Mr. Jones received a B.A. with a major in American History from the University of Virginia, a B.S. in Business Administration from West Virginia University and a J.D. from West Virginia University. He is admitted to practice in the Circuit Courts and The Supreme Court of Appeals for the State of West Virginia, the U.S. District Court for the Southern District of West Virginia and the United States Court of Appeals for the Fourth Circuit.
Evan Jenkins, age 64, joined Ramaco in February 2024 as General Counsel and Secretary. Mr. Jenkins has a long and distinguished public career, including as the former Chief Justice of the West Virginia Supreme Court, former two term U.S. Congressman from Southern West Virginia, and also a longtime State Legislator. He now currently serves as president of The Ramaco Foundation and a member of its board of directors. Before joining Ramaco, Jenkins served as Senior Vice President, Government Affairs at the U.S. Chamber of Commerce in Washington, D.C., the world’s largest business organization. Mr. Jenkins received his bachelor’s degree in business administration from the University of Florida and his law degree from the Cumberland School of Law at Samford University.
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: [email protected] or 859-244-7455
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this news release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Ramaco Resources' expectations or beliefs concerning guidance, future events, anticipated revenue, future demand and production levels, macroeconomic trends, the development of ongoing projects, costs and expectations regarding operating results, and it is possible that the results described in this news release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Ramaco Resources' control, which could cause actual results to differ materially from the results discussed in the forward-looking statements. These factors include, without limitation, unexpected delays in our current mine development activities, the ability to successfully ramp up production at our complexes in accordance with the Company's growth initiatives, failure of our sales commitment counterparties to perform, increased government regulation of coal in the United States or internationally, the further decline of demand for coal in export markets and underperformance of the railroads, the expected benefits of the Ramaco Coal and Maben acquisitions to the Company's shareholders, and the Company's ability to successfully develop the Brook Mine, including whether the increase in the Company's exploration target and estimates for such mine are realized. Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Ramaco Resources does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Ramaco Resources to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements found in Ramaco Resources' filings with the Securities and Exchange Commission ("SEC"), including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The risk factors and other factors noted in Ramaco Resources' SEC filings could cause its actual results to differ materially from those contained in any forward-looking statement.