CKX Lands (CKX) 8-KCKX Lands Announces Appointment of Scott Stepp As Chief Financial Officer

 

 

 

 

 

 

Pursuant to Section 13 or 15(d)

 

 

 

 

 

 

 

 

 

 

 

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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.  ☐

 

Section 5 – Corporate Governance and Management

 

 

 

On May 9, 2022, CKX Lands, Inc. (the “Registrant”) entered into a First Amended and Restated Executive Employment Agreement (the “Amended Stream Agreement”) with William Gray Stream, its Chairman and President. The Agreement compiles Mr. Stream’s original Executive Employment Agreement effective July 15, 2020 (the “Original Agreement”) and two amendments to the Original Agreement into one document and makes additional amendments to the Original Agreement. Specifically, the Amended Stream Agreement clarifies that any performance shares granted to Mr. Stream under the Registrant’s Stock Incentive Plan will vest if the closing price of the Registrant’s common stock on the NYSE American equals or exceeds certain price targets for at least ten consecutive trading days at any time during the term of the Agreement, which began on July 15, 2020. Further, in connection with the appointment of Scott Stepp, discussed below, the Amended Stream Agreement provides that Mr. Stream holds only the office of President, so he will no longer also hold the position of Treasurer.

 

The Amended Stream Agreement is filed as exhibit 10.1 to this report and is incorporated into this Item 5.02 by reference. The foregoing description of the Amended Stream Agreement is qualified in its entirety by reference to such exhibit.

 

 

On May 5, 2022, the Board of Directors of the Registrant voted to approve the appointment of Scott Stepp as the Registrant’s Chief Financial Officer (“CFO”) effective May 9, 2022 (the “Effective Date”). In connection with Mr. Stepp’s appointment and as mentioned above, William Gray Stream, the Registrant’s Chairman and President, ceased serving in the role of Treasurer on the Effective Date.

 

Mr. Stepp, who is 44, has been the Chief Investment Officer since 2014 of Matilda Stream Management, Inc. (“MSM”), a private family office and investment holding company that manages a diverse set of operating businesses, investments and assets, including approximately 100,000 acres of land in Louisiana. Mr. Stream is the President of MSM, which provides administrative and accounting services to the Company for no compensation. Mr. Stepp will maintain his position with MSM.

 

In connection with his appointment, Mr. Stepp and the Registrant entered into an Executive Employment Agreement (the “Stepp Agreement”) effective on the Effective Date for a term of employment ending July 15, 2024. The Stepp Agreement is substantially similar to the Amended Stream Agreement. The Stepp Agreement can be terminated by the Registrant without cause and by Mr. Stepp without good reason at any time on 30 days’ notice. Mr. Stepp is not entitled to any cash compensation under the Stepp Agreement. However, it does entitle Mr. Stepp to receive restricted stock units and performance shares under the Registrant’s Stock Incentive Plan. Restricted stock units would vest in three annual increments over a three-year vesting period starting July 15, 2021. Performance shares would vest in increments if the closing price of the Registrant’s common stock on the NYSE American equals or exceeds certain price targets for at least ten consecutive trading days during the same three-year period. Stock awards that are not vested as of the date Mr. Stepp’s employment ends would be forfeited, except that if:

 

 

a pro rata amount of his unvested restricted stock units will vest according to the number of months of the vesting period that have elapsed, plus six months.

 

The Stepp Agreement is filed as exhibit 10.2 to this report and is incorporated into this Item 5.02 by reference. The foregoing description of the Stepp Agreement is qualified in its entirety by reference to such exhibit.

 

 

The Registrant held its annual meeting of shareholders on May 5, 2022. At the meeting, the shareholders were requested to: (1) elect directors; (2) approve, in a non-binding advisory vote, the compensation of the Registrant’s Named Executive Officers; (3) consider and act upon a proposal to ratify the selection of MaloneBailey LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2022; (4) consider and act upon a proposal to amend the Registrant’s Restated Articles of Incorporation to increase the Registrant’s authorized common stock to 100 million shares; (5) consider and act upon a proposal to amend the Registrant’s Restated Articles of Incorporation to authorize 5 million shares of preferred stock and (6) consider and act upon a proposal to adjourn the annual meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there were insufficient votes to adopt one or more of the forgoing proposals.

 

The following are the final voting results on proposals considered and voted upon at the meeting, which are more fully described in the Registrant’s proxy statement filed on April 1, 2022.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Section 7 – Regulation FD

 

 

On May 9, 2022, the Registrant issued a press release regarding Mr. Stepp’s appointment as CFO as disclosed in Item 5.02 above. A copy of the press release is furnished herewith as Exhibit 99.1.

 

In accordance with General Instruction B.2, the information contained in this Item 7.01 and the attached Exhibit 99.1 is being “furnished” to the SEC and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specifically identified as being incorporated therein by reference.

 

 

Section 9 – Financial Statements and Exhibits

 

 

(d) Exhibits: 

 

 

 

+ Management contract or compensatory plan or arrangement.

 

 

 

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.