UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
On October 24, 2023, the Board of Directors (the “Board”) of Warrior Met Coal, Inc. (the “Company”) adopted, based on the recommendation of the Compensation Committee of the Board, the Warrior Met Coal, Inc. Policy for the Recovery of Erroneously Awarded Compensation (the “Clawback Policy”), with an effective date of October 2, 2023, in order to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 of the Exchange Act (“Rule 10D-1”), and the listing rules adopted by the New York Stock Exchange (collectively, the “Final Clawback Rules”). The Board has designated the Compensation Committee of the Board as the administrator of the Clawback Policy.
The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers as defined in Rule 10D-1 (“Covered Officers”) of the Company in the event that the Company is required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, the Company may recoup from the Covered Officers erroneously awarded incentive-based compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement.
The Clawback Policy also provides for the recovery, in the sole discretion of the Compensation Committee, of incentive-based compensation from Covered Officers in the event that the Company determines that a Covered Officer has committed an act of misconduct.
In connection with the Board’s adoption of the Clawback Policy, the Board amended the form of Director and Officer Indemnification Agreement (as amended, the “Indemnification Agreement”), which the Company has entered into with each of its executive officers and directors, in order to ensure that the Indemnification Agreement complies with the Clawback Policy and the Final Clawback Rules.
The foregoing description of the Clawback Policy and the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Clawback Policy and the Indemnification Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Exhibit Description | |
| 10.1 | Warrior Met Coal, Inc. Policy for the Recovery of Erroneously Awarded Compensation | |
| 10.2 | Form of Amended Director and Officer Indemnification Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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: October 27, 2023 | By: | /s/ Dale W. Boyles | ||||
| Dale W. Boyles | ||||||
| Chief Financial Officer | ||||||
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