Hallador Energy Company filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, 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.
Appointment of New Director
On March 6, 2026, the Company appointed Daniel Hudson to the Board of Directors (the “Board”), with the appointment effective as of March 6, 2026. With Mr. Hudson’s appointment, Hallador’s Board expands to seven members, six of whom are independent in accordance with the Nasdaq listing standards.
Mr. Hudson will serve as a director until the expiration of his term at the Company’s 2026 annual meeting of stockholders. If elected at the annual meeting of stockholders, he will continue in this role until his successor has been duly elected and qualified.
Mr. Hudson will receive compensation for his service as an independent director consistent with our director compensation program for non-employee directors, as approved by the Board on December 23, 2025, which provides for:
| ● | a $200,000 annual retainer fee that will be paid: 50% in cash, 50% in restricted stock units (RSUs) to be granted under the Company’s Second Amended and Restated 2008 Restricted Stock Unit Plan |
| ● | payment of the cash component of the annual retainer fees quarterly at the end of each quarter |
| ● | grant of the RSU component of the annual retainer immediately after the annual shareholders’ meeting with a one-year vesting period, with the amount of restricted stock units granted based on the volume weighted average trading price for the 10 trading days prior to the annual meeting |
There are no family relationships between Mr. Hudson and any of the Company’s directors or executive officers, and there is no arrangement or understanding between Mr. Hudson or any other person and the Company or any of its subsidiaries pursuant to which he was appointed as a director of the Company. There are no transactions between Mr. Hudson or any of his immediate family members and the Company or any of its subsidiaries that would be required to be reported under Item 404(a) of Regulation S-K.
Appointment to Committees
Effective March 6, 2026, Barbara Ann Sugg was appointed as a member to the Audit Committee and the Compensation Committee.
Appointment of Officer
On March 6, 2026, the Board appointed Heath Lovell to serve as Chief Operating Officer of the Company, effective March 6, 2026.
Mr. Lovell has served as President of Hallador Power, LLC, a wholly owned subsidiary of the Company, since 2022, and has served as President of Sunrise Coal, LLC, also a wholly owned subsidiary of the Company, since 2024. He will continue to serve in those roles concurrently with his position as Chief Operating Officer of the Company.
In connection with Mr. Lovell’s appointment as Chief Operating Officer, the Company expects to enter into compensation arrangements with Mr. Lovell; however, such arrangements have not yet been finalized. The Company will file an amendment to this Current Report on Form 8-K to disclose the material terms of any such arrangements when determined.
There are no arrangements or understandings between Mr. Lovell and any other person pursuant to which he was appointed as Chief Operating Officer. There are no family relationships between Mr. Lovell and any director or executive officer of the Company, and there are no transactions in which Mr. Lovell has an interest requiring disclosure under Item 404(a) of Regulation S-K.
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Item 7.01 Regulation FD Disclosure.
On March 9, 2026, the Company issued a press release announcing the director and officer appointments described herein. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K, and the text of such press release is incorporated herein by reference.
None of the information furnished in this Item 7.01 will be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor will it be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
Number | Description |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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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| Hallador Energy Company |
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March 9, 2026 | By: | /s/ BRENT K. BILSLAND |
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| Brent K. Bilsland President and Chief Executive Officer |
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