DEF 14A: Ramaco Resources Sets Date for 2024 Annual Shareholder Meeting, Outlines Key Proposals

Ramaco Resources will hold its annual shareholder meeting virtually on June 26, 2024, to vote on director elections, executive compensation, and a shareholder proposal regarding simple majority voting.

Summary

• Ramaco Resources, Inc. will hold its 2024 Annual Meeting of Shareholders virtually on June 26, 2024, at 1:30 p.m. Eastern Time.
• Shareholders of record as of April 29, 2024, are eligible to vote.
• The meeting will address the election of three directors, an advisory vote on executive compensation, and a shareholder proposal concerning simple majority voting.
• The Board of Directors recommends voting FOR the election of the director nominees, FOR the approval of executive compensation, and AGAINST the shareholder proposal on simple majority voting.
• The company has engaged Saratoga Proxy Consulting, LLC to assist with the solicitation of proxies for a fee of $12,500.00, plus expenses.

Sentiment

Score: 7

Explanation: The document is neutral in tone, providing factual information about the upcoming shareholder meeting and related proposals. The Board's recommendations are clearly stated, and the document includes standard disclosures and compliance information.

Positives

• The company is providing electronic access to proxy materials to reduce environmental impact and costs.
• The Board includes a majority of independent directors.
• The company has a clawback policy in place for executive compensation.
• The company has a written Related Persons Transactions Policy for approval of related party transactions.

Negatives

• The Board of Directors recommends voting against a shareholder proposal regarding simple majority voting.
• The company had a material weakness for the fiscal year ended December 31, 2021 in the company's internal control over financial reporting related to information technology general controls (ITGCs) in the areas of user access and certain automated and manual business process controls that are dependent on the affected ITGCs.

Risks

• Conflicts of interest could arise among Ramaco Coal, LLC, Yorktown, Mr. Atkins and the Company due to certain common ownership.
• The company is currently engaged in a competitive proposal process to appoint an independent registered public accounting firm for the year ending December 31, 2024.

Future Outlook

The Board will consider the outcome of the say-on-pay vote when making compensation decisions regarding our Named Executive Officers.

Industry Context

The document provides insights into executive compensation practices within the coal industry, referencing a peer group of companies for benchmarking purposes.

Comparison to Industry Standards

• The Compensation Committee uses a peer group of companies within the coal extraction industry and other extraction industries (primarily oil and gas) to determine executive compensation.
• The compensation peer group includes: Alliance Resource Partners, L.P., Alpha Metallurgical Resources, Inc., Arch Resources, Inc., Berry Corporation, Compass Minerals International, Inc., CONSOL Energy Inc., Coronado Global Resources Inc., Hallador Energy Company, Peabody Energy Corporation, Piedmont Lithium Inc., Ring Energy, Inc., SunCoke Energy, Inc., Talos Energy Inc., Tellurian Inc., Warrior Met Coal, Inc.

Related Party Transactions

• On April 1, 2023, Ramaco Carbon, LLC, retained the brother of Mr. Atkins, to provide management services related to research and analysis of existing carbon products and development of new products for commercialization at an annual rate of compensation of $220,000 plus potential annual cash bonuses dependent upon both Company and individual performance.
• During the year ended December 31, 2023, the Company paid $142,000 for information technology and public affairs services to an entity owned by the son of Mr. Atkins.
• During the year ended December 31, 2023, the Company paid $608,000 to the law firm of Jones & Associates for legal services; Mr. Jones is the owner and manager of Jones & Associates.

Stakeholder Impact

• Shareholders are encouraged to participate in the voting process to influence the direction of the company.
• Executive compensation decisions impact the alignment of management's interests with those of shareholders.
• The outcome of the simple majority voting proposal could affect the influence of different shareholder groups on corporate decisions.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The Board of Directors will consider the outcome of the advisory votes when making future decisions.

Key Dates

Keywords

shareholder meeting, proxy statement, directors, executive compensation, simple majority voting, corporate governance, Ramaco Resources