8-K

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): February 2, 2022

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 1800

Lexington, Kentucky 40507

(Address of principal executive offices, including zip code)

(859) 244-7455

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	METC	NASDAQ Global Select Market
9.00% Senior Notes due 2026	METCL	NASDAQ Global Select Market

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))

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).

x 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. x

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors of Ramaco Resources, Inc. (the “Company”) determined that it was in the best interests of the Company and its stockholders to amend the Company’s Long-Term Incentive Plan (the “Plan”) to increase the number of shares of the Company’s common stock issuable under the Plan from 6,937,425 shares to 10,937,425 shares and extend the date of the Plan’s expiration to 2032, pursuant to the Amendment to the Plan (the “Amendment”). Yorktown Energy Partners IX, L.P., Yorktown Energy Partners X, L.P., Yorktown Energy Partners XI, L.P., Energy Capital Partners Mezzanine Opportunities Fund, LP, Energy Capital Partners Mezzanine Opportunities Fund A, LP and ECP Mezzanine B (Ramaco IP), LP, representing approximately 51.29% of the voting power of the Company, subsequently approved the Amendment by written consent.

The Plan is a long-term incentive plan pursuant to which awards, including stock options, stock appreciation rights, restricted stock, performance awards, restricted stock units, bonus stock, dividend equivalents, other stock-based awards and cash awards, may be granted to certain employees and other service providers of the Company and its subsidiaries. It is not possible to determine specific amounts and types of awards that may be granted to eligible participants under the Plan at this time because the grant and payment of such awards is subject to the discretion of the Board’s Compensation Committee.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The information set forth under Item 5.02 above is incorporated by reference into this Item 5.07.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	First Amendment to the Ramaco Resources, Inc. Long-Term Incentive Plan.
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: February 2, 2022

Ramaco Resources, Inc.
By:	/s/ Randall W. Atkins
	Name:	Randall W. Atkins
	Title:	Chairman and Chief Executive Officer

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO THE

RAMACO RESOURCES, INC.

LONG-TERM INCENTIVE PLAN

THIS FIRST AMENDMENT (the "First Amendment") to the Ramaco Resources, Inc. Long-Term Incentive Plan (the “Existing Plan”), is made effective as of February 23, 2022 (the “Amendment Effective Date”), by Ramaco Resources, Inc. (the “Company”), subject to approval by the Company’s stockholders.

W I T N E S S E T H:

WHEREAS, the Company adopted the Existing Plan, under which the Company is authorized to grant equity-based incentive awards to certain employees, directors and consultants of the Company and its affiliates;

WHEREAS, Section 10 of the Existing Plan provides that the Company’s board of directors (the “Board”) or a committee thereof may amend the Existing Plan (including to increase the number of shares of the Company’s common stock, par value $0.01 per share (“Stock”), available for awards under the Existing Plan), subject to the approval of the Company’s stockholders if such approval is required by the rules of the NASDAQ Global Select Market (“NASDAQ”);

WHEREAS, the Compensation Committee of the Board has recommended that the Board approve an amendment to the Existing Plan to increase the total number of shares of Stock reserved for delivery with respect to awards under the Existing Plan in order to ensure that sufficient shares of Stock are available for future awards and to extend the term of the Existing Plan;

WHEREAS, the Board has determined it is advisable and in the best interest of the Corporation to effect such amendment to the Existing Plan; and

WHEREAS, the Board now desires to amend the Existing Plan in the manner contemplated hereby, subject to approval by the Company’s stockholders, in order to increase the number of shares of Stock available for grant under the Existing Plan by 4,000,000 shares of Stock and extend the term of the Existing Plan.

NOW, THEREFORE, the Existing Plan shall be amended as of the Amendment Effective Date by this First Amendment, subject to approval by the Company’s stockholders, as set forth below:

1.		Section 4(a) of the Existing Plan is hereby deleted in its entirety and replaced with the following:
	(a)	Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with Section 8, the maximum number of shares of Stock subject to Awards under the Plan may not exceed 10,937,425 shares of Stock, and such total shall be available for the issuance of shares upon the exercise of ISOs.

2.		Section 9(n) of the Plan is hereby deleted in its entirety and replaced with the following:
	(n)	Plan Effective Date and Term. The Plan was adopted by the Board to be effective on the Effective Date. No Awards may be granted under the Plan on and after the tenth anniversary of the effective date of the First Amendment to the Plan, dated February 23, 2022, which is February 23, 2032 (the “Plan Expiration Date”). However, any Award granted prior to such termination (or any earlier termination pursuant to Section 10), and the authority of the Board or Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award in accordance with the terms of the Plan, shall extend beyond such termination until the final disposition of such Award.

RESOLVED FURTHER, that except as provided above, the Existing Plan shall continue to read in the current state.

1 

XML

Cover	Feb. 02, 2022
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 02, 2022
Entity File Number	001-38003
Entity Registrant Name	Ramaco Resources, Inc.
Entity Central Index Key	0001687187
Entity Tax Identification Number	38-4018838
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	250 West Main Street
Entity Address, Address Line Two	Suite 1800
Entity Address, City or Town	Lexington
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	40507
City Area Code	859
Local Phone Number	244-7455
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	METC
Security Exchange Name	NASDAQ
9.00% Senior Notes due 2026 [Member]
Document Information [Line Items]
Title of 12(b) Security	9.00% Senior Notes due 2026
Trading Symbol	METCL
Security Exchange Name	NASDAQ