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):  March 25, 2024

Hallador Energy Company

(Exact name of registrant as specified in its charter)

Colorado	001-34743	84-1014610
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1183 East Canvasback Drive, Terre Haute, Indiana 47802

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (812) 299-2800

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	Name of each exchange on which registered
Common Shares, $.01 par value	HNRG	Nasdaq

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. ☐   

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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 March 25, 2024, the Company appointed Marjorie Hargrave as its new Chief Financial Officer, effective April 10, 2024, to succeed Lawrence D. Martin.  The Company thanks Mr. Martin for his many years of service and the significant contributions he has made to the Company. 

Ms. Hargrave, 60, is an accomplished financial executive with experience across a variety of industries, including the power sector.  Since 2023, Ms. Hargrave served as Chief Financial Officer of Leanin’ Tree, Inc., a manufacturer and distributor of greeting cards.  Between 2019 and 2022, she served as the President and CFO of Enservco Corporation, a diversified national provider of specialized well-site services to the domestic onshore oil and gas industry. She served as Chief Financial Officer of CTAP, a privately held distributor of tubing and casing throughout the United States, from 2010 to 2016. Ms. Hargrave also served as CFO of High Sierra Energy, LP, a start-up energy company which focused on midstream acquisitions, from 2005 to 2009.  Ms. Hargrave’s previous experience also includes management and associate roles with Black Hills Corporation, Xcel Energy, and Merrill Lynch & Co.  Mr. Hargrave has served as a director of Evolution Petroleum Corp. since March 2021, where she currently serves as Chairman of the Audit Committee and is a member of the Compensation and Nominating and Corporate Governance Committees. 

In connection with her appointment, Ms. Hargrave will initially be paid an annual base salary of $400,000, with a target annual short-term incentive of $200,000 and will be eligible for long-term incentive awards consistent with the programs available for other senior executive officers of the Company.  Ms. Hargrave will also receive an initial grant of HNRG Restricted Stock Units (“RSU”) in the amount of $100,000, which will vest in accordance with the Company’s RSU program.  

There are no family relationships between Ms. Hargrave and any of the Company’s directors or executive officers, and there is no arrangement or understanding between Ms. Hargrave or any other person and the Company or any of its subsidiaries pursuant to which she was appointed as an officer of the Company. There are no transactions between Ms. Hargrave or any of her immediate family members and the Company or any of its subsidiaries that would be required to be reported under Item 404(a) of Regulation S-K.  

Item 7.01 Regulation FD Disclosure. 

On March 25, 2024, the Company issued a press release announcing the management changes described herein.  A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K, and the text of such press release is incorporated herein by reference. 

None of the information furnished in this Item 7.01 will be deemed "filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor will it be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended. 

Item 9.01 – Financial Statements and Exhibits.    

(d)  Exhibits

Number	Description
99.1	Press Release dated March 25, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.   

		Hallador Energy Company
March 25, 2024	By:	Brent K. Bilsland
		Brent K. Bilsland President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

Hallador Energy Company Announces the Appointment of Marjorie Hargrave as Chief Financial Officer 

Terre Haute, Ind., March 25, 2024 -- Hallador Energy Company (NASDAQ: HNRG)  today announced the appointment of Marjorie Hargrave as Chief Financial Officer, effective April 10, 2024. Hargrave will succeed Lawrence D. Martin, who has been with the company since 2007. Mr. Martin will remain with the company for several months to help facilitate the transition and will also assist with special projects.  

Hargrave is an accomplished financial executive with experience across a variety of industries, including the power sector.   She has served in senior finance positions at Xcel Energy and Black Hills Corporation and as Chief Financial Officer at High Sierra Energy, CTAP, and Enservco Corporation.   Most recently, Ms. Hargrave was the CFO at Leanin’ Tree, Inc. 

“I would like to thank Larry for his seventeen years of service to Hallador and Sunrise Coal and the significant contributions he has made to the company.  Larry has played a key role in the success and stability of Hallador, especially as we have grown and begun to transition into a vertically integrated independent power producer,” said Brent Bilsland, Chairman and Chief Executive Officer of Hallador Energy. “Larry has been a tremendous partner to me personally, as well as to the broader leadership and finance teams, and we are thankful for his many contributions over the years.” 

Bilsland continued, “As we look forward to the continued transformation of Hallador, I am excited to welcome Marjorie Hargrave to the team. Marjorie’s experience in high-profile leadership roles, and her broad expertise and in-depth finance knowledge will make her an invaluable addition to the Hallador leadership team.” 

Hallador is headquartered in Terre Haute, Indiana, and through its wholly owned subsidiary, Sunrise Coal, LLC, produces coal in the Illinois Basin for the electric power generation industry and through its wholly owned subsidiary, Hallador Power Company, LLC, produces electricity at its 1GW facility at the Merom Generating Station. To learn more about Hallador, Hallador Power, or Sunrise, visit our website at www.halladorenergy.com.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are not strictly historical statements constitute forward-looking statements and may often, but not always, be identified by the use of such words such as “expects,” “believes,” “intends,” “anticipates,” “plans,” “estimates,” “guidance,” “target,” “potential,” “possible,” or “probable” or statements that certain actions, events or results “may,” “will,” “should,” or “could” be taken, occur or be achieved. Forward-looking statements, including those relating to the anticipated impacts of the restructuring of the company’s Sunrise Coal Division, are based on current expectations and assumptions and analyses made by Hallador and its management in light of experience and perception of historical trends, current conditions, and expected future developments, as well as other factors appropriate under the circumstances that involve various risks and uncertainties that could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to, those set forth in Hallador's annual report on Form 10-K for the year ended December 31, 2023, and other Securities and Exchange Commission filings. Hallador undertakes no obligation to revise or update publicly any forward-looking statements except as required by law.

Contact:	Investor Relations
Phone:	(303) 839-5504

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XML

Document And Entity Information	Mar. 25, 2024
Document Information [Line Items]
Entity, Registrant Name	Hallador Energy Company
Document, Type	8-K
Document, Period End Date	Mar. 25, 2024
Entity, Incorporation, State or Country Code	CO
Entity, File Number	001-34743
Entity, Tax Identification Number	84-1014610
Entity, Address, Address Line One	1183 East Canvasback Drive
Entity, Address, City or Town	Terre Haute
Entity, Address, State or Province	IN
Entity, Address, Postal Zip Code	47802
City Area Code	812
Local Phone Number	299-2800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares
Trading Symbol	HNRG
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000788965