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): June 5, 2024 |
Coronado Global Resources Inc. (Exact name of registrant as specified in its charter) |
Delaware (State or other jurisdiction
of incorporation) | 000-56044 (Commission
File Number) | 83-1780608 (IRS Employer
Identification No.) |
Level 33, Central Plaza One, 345 Queen Street Brisbane, Queensland, Australia (Address of principal executive offices) | 4000
(Zip Code) |
| Registrant’s telephone number, including area code: (61) 7 3031 7777 |
| |
Not Applicable (Former name or former address, if changed since last report) |
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(s) | Name of each exchange on which
registered |
| None | None | None |
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 5.07. | Submission of Matters to a Vote of Security Holders. |
Coronado Global Resources Inc. (the “Company”) held its 2024 Annual General Meeting of Stockholders (the “Annual General Meeting”) virtually on June 5, 2024 (June 6, 2024 in Australia).
As of April 17, 2024, the record date for the Annual General Meeting, there were 167,645,373 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and 1 share of the Company’s preferred stock Series A, par value $0.01 per share (“Series A Share”), outstanding and entitled to vote at the Annual General Meeting. The holders of 114,771,098 shares of Common Stock (including holders of the Company’s CHESS Depositary Interests, the “Common Stockholders”), and the holder of the Company’s Series A Share (“Series A Holder”), were present in person or represented by proxy at the Annual General Meeting.
Summarized below are descriptions of the matters voted on at the Annual General Meeting and the final results of such voting:
Proposals 1 and 2 - Election of Director Nominees. The Company’s stockholders elected each of the following eight director nominees to serve until the Company’s 2025 annual general meeting of stockholders or until a successor is duly elected and qualified. The voting for the director nominees at the Annual General Meeting was as follows:
Elected by the Series A Holder, voting as a separate class:
| Name | | Votes For | | | Votes Withheld | |
| Laura Tyson | | | 1 | | | | 0 | |
Elected by the Common Stockholders, voting as a separate class:
| Name | | Votes For | | | Votes Withheld | |
| Garold Spindler | | | 114,386,154 | | | | 286,458 | |
| Douglas G. Thompson | | | 114,522,620 | | | | 134,257 | |
| Aimee R. Allen | | | 114,604,506 | | | | 160,980 | |
| Philip Christensen | | | 114,445,649 | | | | 225,007 | |
| Greg Pritchard | | | 114,384,452 | | | | 153,924 | |
| William (Bill) Koeck | | | 114,306,055 | | | | 232,292 | |
| Jan C. Wilson | | | 114,599,574 | | | | 160,772 | |
There were no broker non-votes with respect to Proposals 1 and 2.
Proposal 3 - Advisory Vote to Approve Our Named Executive Officers’ Compensation. The Common Stockholders voted upon and approved, by nonbinding, advisory vote, the compensation of the Company’s named executive officers, as described in the Company’s Proxy Statement, dated April 23, 2024. The votes on this proposal were as follows:
| Votes For | | Votes Against | | | Abstentions | |
| 111,886,227 | | | 2,816,367 | | | | 22,842 | |
There were no broker non-votes with respect to Proposal 3.
Proposal 4 - Ratification of the Appointment of Ernst & Young as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024. The Common Stockholders voted upon and approved the ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered accountants for the fiscal year ending December 31, 2024. The votes on this proposal were as follows:
| Votes For | | Votes Against | | | Abstentions | |
| 114,711,383 | | | 34,278 | | | | 21,362 | |
There were no broker non-votes with respect to Proposal 4.
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.
| | Coronado Global Resources Inc. |
| | |
| | By: | /s/ Christopher P. Meyering |
| | Name: | Christopher P. Meyering |
| | Title: | Vice President and Chief Legal Officer |
| | |
| | Date: | June 6, 2024 |
