Ramaco Resources, Inc 8-K, filed Jan 3, 2022
Ramaco Resources, Inc. (METC)
About this 8-K
Ramaco Resources, Inc filed this 8-K on January 3, 2022, reporting on events of December 27, 2021.
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
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 3, 2022 (
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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 December 28, 2021, the board of directors (the “Board”) of Ramaco Resources, Inc. (“Ramaco” or the “Company”) approved the appointment of Aurelia Skipwith Giacometto effective as of January 1, 2022 to serve as a member of the Board with a term expiring at the Company’s annual meeting of stockholders in 2022, until her successor shall have been elected and shall have qualified, or until her earlier death, resignation, or removal. Ms. Giacometto was appointed to fill an available directorship and vacancy on the Board. The Board has affirmatively determined that Ms. Giacometto is an independent director in accordance with the standards for independence set forth in the NASDAQ Stock Market Rules.
Ms. Giacometto comes to Ramaco with a wide background as an experienced government administrator at the federal level, an attorney, a scientist, and a businesswoman. She served as Director of the United States Fish and Wildlife Service until earlier this year. Most recently, she has been the General Counsel of AVC Global, an international logistics company that operates using blockchain technology. She co-founded the company in 2016. She began her career at Monsanto in research. She later served in both legal and research positions at the United States Department of Agriculture and as an intellectual property consultant to the United States Agency for International Development. She has also worked in legal and regulatory divisions of Alltech, a global leader in the animal feed industry. Ms. Giacometto received her Bachelor of Science in biology from Howard University, a Master’s of Science in molecular genetics from Purdue University and a Juris Doctor degree from the University of Kentucky.
Ms. Giacometto will enter into an indemnification agreement (the “Indemnification Agreement”) with the Company in the form entered into with the Company’s other directors and executive officers effective as of the effective date of her appointment to the Board, which requires the Company to indemnify her to the fullest extent permitted under Delaware law against liability that may arise by reason of her service to the Company, and to advance certain expenses incurred as a result of any proceeding against her as to which she could be indemnified.
On December 27, 2021, Jennifer Gray and Mahmud Riffat informed the Company of their decisions to resign from the Board effective as of December 27, 2021. Ms. Gray’s and Mr. Riffat’s resignations are not due to any disagreement with the Company.
The foregoing summary of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full and complete text of the form of indemnification agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
The Company has issued a press release announcing Ms. Skipwith Giacometto’s appointment to and Ms. Gray’s and Mr. Riffat’s resignation from the Board. A copy of the press release is attached as Exhibit 99.1 hereto.
| 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 of the Company’s Registration Statement on Form S-1 (File No. 333-215363) filed with the Commission on January 11, 2017) |
| 99.1 | Press release issued by Ramaco Resources, Inc., dated January 3, 2022. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Signature(s)
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.
Date: January 3, 2022
| Ramaco Resources, Inc. | |||
| By: | /s/ Randall W. Atkins | ||
| Name: | Randall W. Atkins | ||
| Title: | Chairman and Chief Executive Officer | ||
Exhibit 99.1
Ramaco Resources, Inc. Announces Independent Director Resignations and New Director Appointment
LEXINGTON, Ky., January 3, 2022 /PRNewswire/ – Ramaco Resources, Inc. (NASDAQ: METC) (“Ramaco” or the “Company”) announced today that it has accepted the resignation of two independent directors associated with the private equity firm of Energy Capital Partners (“ECP”) and also announced the appointment of a new independent director.
Jennifer Gray and Mahmud Riffat, both senior officers of ECP, confirmed to Ramaco Chairman Randall Atkins that effective December 27, 2021, they would both resign in order to facilitate the future distribution of the shares of Ramaco owned by various ECP partnerships to their respective limited partners. Collectively, as of April 2021, ECP owned approximately 5.6 million shares of Ramaco common stock constituting roughly 12.8% of all outstanding shares. In a shelf registration filed with the Securities and Exchange Commission on November 19, 2021, ECP registered shares in order to facilitate the distribution to their funds’ limited partners in early 2022.
Ramaco also announced that effective as of January 1, 2022, it will appoint Aurelia Skipwith Giacometto as a new director, who will serve as a director with a term expiring at the Company’s annual meeting in June 2022.
Ms. Giacometto comes to Ramaco with a wide background as an experienced government administrator at the federal level, an attorney, a scientist, and a businesswoman. She served as the Director of the United States Fish and Wildlife Service until earlier this year. Most recently, she has been the General Counsel of AVC Global, an international logistics company that operates using blockchain technology. She co-founded the company in 2016.
Ms. Giacometto began her career at Monsanto as a researcher and study director. She later served in both legal and research positions at the United States Department of Agriculture, and as an intellectual property consultant to the United States Agency for International Development. She has also worked in legal and regulatory divisions of Alltech, a global leader in the animal feed industry. Ms. Giacometto received her Bachelor of Science in biology from Howard University, a Masters in Science in molecular genetics from Purdue University and a Juris Doctor degree from the University of Kentucky College of Law.
Chairman Randall Atkins commented, “We are accepting the resignations of our two colleagues from Energy Capital Partners with the reluctance borne of a great relationship with that firm since the inception of our Company. Both Jen and Mahmud have provided wise counsel to all of us and we are grateful to both them and the entire ECP team for their support to Ramaco over the years. As ECP unwinds the ownership position in Ramaco held by some of their mature funds, we recognize that their position with us must also change.
We are also extremely proud to announce the appointment of our newest independent director, Aurelia Giacometto. Her wide regulatory, scientific, and business experience along with her ability to work across various industries and organizations to achieve support for sustainable development are valuable qualities that will complement not only Ramaco’s existing metallurgical coal operations, but also some of the exciting future directions we hope to take the Company. We look forward to her joining the Ramaco family and to her counsel in the years ahead.”