UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Warrior Met Coal, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on April 25, 2024. Summarized below are descriptions of the matters voted on at the Annual Meeting and the final results of such voting:
Proposal 1 – Election of Directors. The stockholders elected each of the six director nominees to serve as directors until the Company’s 2025 Annual Meeting of Stockholders and until a successor is duly elected and qualified. Each nominee was a current director of the Company who was re-elected. The voting for the directors at the Annual Meeting was as follows:
| Name |
Votes For |
Votes Against |
Abstentions | |||
| Ana B. Amicarella | 41,437,960 | 316,341 | 127,777 | |||
| J. Brett Harvey | 34,006,891 | 7,747,654 | 127,532 | |||
| Walter J. Scheller, III | 41,736,098 | 19,560 | 126,421 | |||
| Lisa M. Schnorr | 37,605,819 | 4,148,928 | 127,330 | |||
| Alan H. Schumacher | 41,567,391 | 187,704 | 126,983 | |||
| Stephen D. Williams | 41,667,092 | 88,336 | 126,651 |
Proposal 2 – Advisory Vote on Executive Compensation. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in accordance with Securities and Exchange Commission compensation disclosure rules. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 27,530,647 | 14,176,211 | 175,221 |
Proposal 3 – Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation. The stockholders approved, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers. The result of the vote taken at the 2024 Annual Meeting was as follows:
| 1 Year |
2 Years |
3 Years |
Abstentions | |||
| 39,216,030 | 49,487 | 2,336,946 | 279,994 |
A majority of the votes cast on the frequency proposal were cast in favor of holding an annual “say-on-pay” vote, which was also the frequency recommended to the stockholders by the Company’s Board of Directors. In light of the voting results with respect to Proposal 3, the Company’s Board of Directors decided that the Company will hold an advisory say-on-pay vote each year in connection with its annual meeting of stockholders until the next vote on the frequency of stockholder advisory votes on the compensation of executives or until the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders. The next advisory vote on the frequency of future say-on-pay votes will occur no later than 2030.
Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 42,709,363 | 1,004,686 | 26,087 |
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Proposal 5 – Stockholder Proposal Relating to “Poison Pill” Bylaw Provision. The stockholders voted to adopt a resolution urging the Board of Directors to adopt a “poison pill” bylaw provision. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 21,452,030 | 20,388,628 | 41,420 |
Proposal 6 – Stockholder Proposal Relating to “Proxy Access” Bylaw Provision. The stockholders voted to adopt a resolution urging the Board of Directors to adopt a “proxy access” bylaw provision. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 41,529,048 | 339,340 | 105,125 |
Proposal 7 – Stockholder Proposal Relating to “Blank Check” Preferred Stock Amendment. The stockholders voted not to adopt a resolution urging the Board of Directors to adopt a “blank check” preferred stock amendment to the Company’s Certificate of Incorporation. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 9,354,041 | 32,489,351 | 38,686 |
Proposal 8 – Stockholder Proposal Relating to “Golden Parachute” Severance Agreement Policy. The stockholders voted not to adopt a resolution urging the Board of Directors to adopt a “golden parachute” severance agreement policy. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 1,622,501 | 40,163,963 | 95,614 |
Proposal 9 – Stockholder Proposal Relating to Assessment of the Company’s Respect for the Human Rights of Freedom of Association and Collective Bargaining. The stockholders voted not to adopt a resolution urging the Board of Directors to commission and oversee an assessment of the Company’s respect for the internationally recognized human rights of freedom of association and collective bargaining. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 19,278,455 | 22,526,844 | 76,778 |
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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.
| Warrior Met Coal, Inc. | ||||||
| Date: April 29, 2024 | By: | /s/ Dale W. Boyles | ||||
| Dale W. Boyles | ||||||
| Chief Financial Officer | ||||||
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