Washington, D.C. 20549
Date of Report (Date of earliest event reported): June 24, 2021
Coronado Global Resources Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
(Commission File Number)
(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|
(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|
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 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
On June 24, 2021 (June 25, 2021 in Australia), Mr. Richard Rose informed Coronado Global Resources Inc. (the “Company”) of his intention to resign as Vice President, Chief Legal Officer and Secretary of the Company. The effective date of Mr. Rose’s resignation has not been determined at this time, and Mr. Rose will support the Company during a period of transition.
Also on June 24, 2021 (June 25, 2021 in Australia), Mr. Rose and the Company entered into a separation letter agreement (the “Separation Letter Agreement”) pursuant to which Mr. Rose will receive the post-employment benefits that he is entitled to under his employment agreement with the Company, including one-half of his base salary to be paid over a twelve month period in exchange for his continued compliance with his non-competition and non-solicitation obligations for such period. Mr. Rose will retain his incentive units in Coronado Group LLC and also receive certain other benefits for twelve months following his termination of employment, including payment of health insurance premiums (if not sooner covered by a new employer) and other existing benefits. Mr. Rose has also agreed to execute a general release agreement provided by the Company. The foregoing description of the Separation Letter Agreement is qualified by reference to the full text of the Separation Letter Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference into this Item 5.02.
|Item 7.01||Regulation FD Disclosure.|
On June 24, 2021 (June 25, 2021 in Australia), the Company lodged an announcement with the Australian Securities Exchange regarding Mr. Rose’s resignation. A copy of the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, unless such subsequent filing specifically references this Current Report on Form 8-K.
|Item 9.01||Financial Statements and Exhibits.|
The following exhibit is filed with this Current Report on Form 8-K:
|10.1||Separation Letter Agreement, dated June 24, 2021, between Coronado Global Resources Inc. and Richard Rose|
|99.1||Announcement regarding the resignation of Mr. Rick Rose as Vice President, Chief Legal Officer and Secretary|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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/ Garold Spindler|
|Title:||Managing Director and Chief Executive Officer|
|Date:||June 25, 2021|