Alpha Metallurgical Resources Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$AMR
Coal Mining
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): May 8, 2024
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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 May 8, 2024, the Board of Directors (the “Board”) of Alpha Metallurgical Resources, Inc. (the “Company”) approved certain changes to the Company’s executive leadership team recommended by the chief executive officer and the Board’s compensation committee. Roger L. Nicholson, the company’s executive vice president, chief administrative officer, general counsel and secretary will leave his positions on May 31, 2024, and Mark M. Manno has been appointed to serve as executive vice president, general counsel and secretary effective June 1, 2024.
Mr. Nicholson participates in the Company’s Executive Key Employee Separation Plan (the “KESP”) and, in connection with his departure, is expected to execute a release of claims agreement (the “Release”) that provides, among other matters, for the payment of the severance amounts and benefits set forth in Sections 4.3 and 4.4 of the KESP after his departure, subject to his compliance with other terms of the KESP. In addition, the Company and Mr. Nicholson will enter into a consulting agreement for a term of nine months beginning June 1, 2024, for a sum of $12,000 per month, plus reimbursement of expenses.
Mr. Manno, 53, has served since February 2024 as executive vice president, general counsel, assistant secretary and procurement at Gregory Pharmaceutical Holdings, Inc., which does business as UPM Pharmaceuticals. He was UPM’s vice president, general counsel and assistant secretary from January 2023 to February 2024 and deputy general counsel from January 2021 to January 2023. He served as the Company’s executive vice president, chief administrative and legal officer and secretary from January 2018 until his departure from the Company in December 2019, after which he served as consultant to the Company from April 2020 to December 2020. He previously served as the Company’s executive vice president, general counsel, secretary and chief procurement officer from July 2016 and before that as executive vice president, general counsel, secretary and chief procurement officer for Alpha Natural Resources, Inc., positions he held from December 2015. Mr. Manno was an officer in the U.S. Navy and is a graduate of the U.S. Naval Academy. He completed his master of business administration degree at Mississippi State University and his law degree at the University of Memphis.
In connection with his appointment, the compensation committee of the Board has established Mr. Manno’s annual base salary as $475,000. Mr. Manno’s annual target and maximum bonus opportunities under the annual Alpha Incentive Bonus Plan will be 100% and 200% of his base salary, respectively, subject to applicable performance criteria and plan terms. Mr. Manno will be eligible to receive an annual equity award under the Company’s Long Term Incentive Plan with a target award of 200% of his base salary and will participate in the KESP with a Benefit Factor (as defined in the KESP) of 1.5, or a Benefit Factor of 2 in the event of a Covered Change in Control Termination (as defined in the KESP), in each case subject to the terms of the plan. He is also expected to enter into an indemnification agreement with the Company in the same form as the agreements that the Company has previously executed with each of its directors and executive officers. He will also be entitled to participate in benefit programs generally available to Company employees.
There are no arrangements or understandings between Mr. Manno and any other persons pursuant to which he was selected as an officer of the Company, and Mr. Manno is not related to any other executive officer or director of the Company. Mr. Manno has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release of the Company announcing these changes, dated May 10, 2024, is attached to this Report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 99.1 | Press Release dated May 10, 2024 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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.
| Alpha Metallurgical Resources, Inc. | ||||||||
Date: May 10, 2024 | By: | /s/ J. Todd Munsey | ||||||
| Name: J. Todd Munsey | ||||||||
| Title: Chief Financial Officer | ||||||||
EXHIBIT INDEX
| Exhibit No. | Description | ||||
| Exhibit 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||