UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On November 20, 2020, Daniel J. Geiger, John E. Lushefski and Emily S. Medine, members of the Board of Directors (the “Board”) of Contura Energy, Inc. (the “Company”), resigned from the Board. None of the resignations was as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with these resignations, the Board has changed the size of the Board to three members, while reserving the ability to increase the Board’s size and appoint one or more additional members in the future, and, among other committee changes, has appointed Scott D. Vogel, a current member of the Board, to serve as a member of the Audit Committee of the Board (the “Audit Committee”).
As a result of Mr. Geiger’s and Mr. Lushefski’s resignations from the Board and the appointment of Mr. Vogel as a member of the Audit Committee, the number of directors currently serving on the Audit Committee of the Board has been reduced to two, rendering the Company noncompliant with New York Stock Exchange Listing Rule 303A.07(a) (“Rule 303A.07(a)”), which requires that the Audit Committee be composed of a minimum of three independent members.
On November 20, 2020, the Company advised the New York Stock Exchange of Mr. Geiger’s and Mr. Lushefski’s resignations from the Board and the appointment of Mr. Vogel as a member of the Audit Committee, and the consequences with regard to compliance with Rule 303A.07(a) and the Company’s intention to regain compliance with Rule 303A.07(a) as soon as reasonably practicable.
The Board is currently in the process of identifying one or more qualified candidates to serve on the Audit Committee.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth in Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference. A copy of the press release announcing the aforementioned resignations is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 99.1 | Press release of Contura Energy, Inc. dated November 20, 2020. |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
Date: November 20, 2020
| Contura Energy, Inc. | ||
| By: | /s/ C. Andrew Eidson | |
Name: Andrew Eidson | ||
Title: Executive Vice President and Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description |
| Exhibit 99.1 | Press release of Contura Energy, Inc. dated November 20, 2020. |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |