UNITED STATES Washington, D.C. 20549 | ||
FORM 8-K
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CURRENT REPORT
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Date of Report (Date of earliest event reported): May 26, 2021
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Coronado Global Resources Inc. (Exact name of registrant as specified in its charter)
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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 4000 (Address of principal executive offices, including 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:
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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 o
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. o
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Coronado Global Resources Inc. (the “Company”) held its 2021 Annual General Meeting of Stockholders (the “Annual General Meeting”) virtually on May 26, 2021 (May 27, 2021 in Australia).
As of April 9, 2021, the record date for the Annual General Meeting, there were 138,387,890 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 110,462,306 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 Directors. The Company’s stockholders elected each of the following six directors to serve until the Company’s 2022 Annual General Meeting of Stockholders or until a successor is duly elected and qualified. The voting for the directors 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 | - | |||||
Sir Michael Davis | 1 | - |
Elected by the Common Stockholders, voting as a separate class:
Name | Votes For | Votes Withheld | ||||||
William (Bill) Koeck | 106,364,231 | 4,098,075 | ||||||
Garold Spindler | 106,773,293 | 3,689,013 | ||||||
Philip Christensen | 106,818,257 | 3,644,049 | ||||||
Greg Pritchard | 106,757,597 | 3,704,709 |
There were no broker non-votes with respect to proposals 1 and 2.
Proposal 3 – Advisory Vote to Approve 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 15, 2021. The votes on this proposal were as follows:
Votes For | Votes Against | Abstentions | ||||||||
104,207,930 | 6,207,621 | 46,755 |
There were no broker non-votes with respect to proposal 3.
Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year Ending December 31, 2021. 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, 2021. The votes on this proposal were as follows:
Votes For | Votes Against | Abstentions | ||||||||
110,431,852 | 14,844 | 15,610 |
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/ Richard Rose | |
Name: | Richard Rose | |
Title: | Vice President, Chief Legal Officer and Secretary | |
Date: | May 28, 2021 |