UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 5.03 | Amendment to Articles of Incorporation or Bylaws. |
Amended and Restated Bylaws
On August 5, 2024, the Ramaco Resources, Inc. (the "Company") Board of Directors (the "Board") unanimously approved the Second Amended and Restated Bylaws. The amendment to the bylaws narrows the definition of the term “Stockholder Associated Persons,” by, among others, removing the language “others acting in concert”.
Additionally, the Second Amended and Restated Bylaws also implement the changes called for by Amendment No. 1 to the Amended and Restated Bylaws of Ramaco Resources, Inc.
A copy of the Second Amended and Restated Bylaws is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.
| Item 7.01. | Regulation FD Disclosure. |
On August 7, 2024, the Company issued a press release announcing that its board of directors approved and declared a cash dividend of $0.1375 per share of Class A common stock, and a cash dividend of $0.2246 per share of Class B common stock, each payable on September 13, 2024 to shareholders of record for each respective class of securities as of August 30, 2024. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
None of the information furnished in this Item 7.01 will be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Second Amended and Restated Bylaws, dated August 5, 2024 (filed herewith) | |
| 99.1 | Earnings Release issued by Ramaco Resources, Inc. dated August 7, 2024 (Incorporated by reference to the 8-K filed on August 7, 2024) | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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.
| Ramaco Resources, Inc. | ||
| By: | /s/ Randall W. Atkins | |
| Name: Randall W. Atkins | ||
| Title: Chairman and Chief Executive Officer | ||
Date: August 7, 2024