Form 8-K Ramaco Resources, Inc. For: Jun 10

June 10, 2026 4:16 PM EDT
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 

 

 

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): June 10, 2026

 

 

 

Ramaco Resources, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware

  001-38003  

38-4018838

(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

250 West Main Street, Suite 1900

Lexington, Kentucky 40507
(Address of principal executive offices, including zip code)

 

 

 

(859) 244-7455

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading Symbol(s)

 

Name of each exchange on which registered

Class A Common Stock, $0.01 par value

 

METC

 

Nasdaq Global Select Market

Class B Common Stock, $0.01 par value

 

METCB

 

Nasdaq Global Select Market

8.375% Senior Notes due 2029

 

METCZ

 

Nasdaq Global Select Market

8.250% Senior Notes due 2029  

METCI

 

Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On June 10, 2026, Ramaco Resources, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). As of April 20, 2026, the record date for the Annual Meeting (the “Record Date”), there was a total of 65,677,144 shares of Company common stock (consisting of 54,307,004 shares of Class A common stock and 11,370,140 shares of Class B common stock) issued and outstanding and entitled to vote on the four proposals presented at the Annual Meeting. Stockholders holding 51,390,554 shares of Company common stock, representing approximately 78.24% of the shares of common stock outstanding on Record Date, were present in person or represented by proxy, which constituted a quorum. The proposals are described in greater detail in the Definitive Proxy Statement of the Company filed with the Securities and Exchange Commission on April 27, 2026. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.

 

Each director nominee was elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting, as described below, was approved by the requisite vote of the Company’s stockholders. The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below.

 

1)Shareholders were asked to vote upon the election of directors. The final vote totals are below.

 

Name

  Votes For   Votes Withheld   Broker Non-Votes
Bryan H. Lawrence   34,240,156   4,831,190   12,319,208
David E.K. Frischkorn, Jr.   33,142,435   5,928,911   12,319,208
Michael R. Graney   38,844,304   227,042   12,319,208

 

2)Shareholders were asked to vote to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. There were no broker non-votes. The final vote totals are below.

 

Votes For   Votes Against   Abstentions
51,176,895   123,273   90,386

 

3)Shareholders were asked to vote to approve an amendment to the Company’s Long-Term Incentive Program (the “LTIP”) to increase the number of shares of Class A common stock subject to the LTIP by an additional 4,000,000 shares.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
33,603,634   5,379,416   88,296   12,319,208

 

4)Shareholders were asked to vote to approve, on an advisory basis, the compensation paid by the Company to its named executive officers. The final vote totals are below.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
35,914,373   2,997,223   159,750   12,319,208

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

No.   Description
10.1   Ramaco Resources, Inc. Long Term Incentive Plan (as amended June 10, 2026).
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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.

 

Date: June 10, 2026 RAMACO RESOURCES, INC.
     
  By:  /s/ Randall W. Atkins
    Randall W. Atkins
   

Chairman, Chief Executive Officer

 

 

2

 

 

ATTACHMENTS / EXHIBITS

RAMACO RESOURCES, INC. LONG TERM INCENTIVE PLAN (AS AMENDED JUNE 10, 2026)

XBRL SCHEMA FILE

XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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