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 24, 2020

 

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 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:

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

Coronado Global Resources Inc. (the “Company”) held its 2020 Annual General Meeting of Stockholders (the “Annual General Meeting”) virtually on June 24, 2020 (June 25, 2020 in Australia).

 

As of May 8, 2020, the record date for the Annual General Meeting, there were 96,651,692 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and 1 share of our preferred stock Series A, par value $0.01 per share (“Series A Share”), outstanding and entitled to vote at the meeting. The holders of 83,087,276 shares of Common Stock (including holders of our CHESS Depositary Interests, the “Common Stockholders”), and the holder of our 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 seven directors to serve until the Company’s 2021 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   82,772,709    314,567 
Garold Spindler   82,969,513    117,763 
Philip Christensen   82,920,438    166,838 
Greg Pritchard   82,846,742    240,534 
Ernie Thrasher   79,490,913    3,596,363 

 

There were no broker non-votes with respect to proposals 1 and 2. 

 

Proposal 3 – Advisory Vote on 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 May 15, 2020. The votes on this proposal were as follows:

 

Votes For   Votes Against   Abstentions 
 79,614,966    3,466,687    5,623 

 

There were no broker non-votes with respect to proposal 3.

 

Proposal 4 – Advisory Vote on the Frequency of Stockholder Votes on Executive Officer Compensation. The Common Stockholders voted upon and approved “Every Year”, by nonbinding, advisory vote, for the frequency of future advisory votes on the compensation of our named executive officers. The votes on this proposal were as follows:

 

Every Year   Every Two Years   Every Three Years   Abstentions 
 83,061,833    8,659    13,527    3,257 

 

There were no broker non-votes with respect to proposal 4. Consistent with the recommendation of stockholders, the Company has determined that it will hold future advisory votes on named executive officer compensation on an annual basis until the next stockholder vote on the frequency of future advisory votes on named executive officer compensation.

 

 

 

 

Proposal 5 – Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year Ending December 31, 2020. 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, 2020. The votes on this proposal were as follows:

 

Votes For   Votes Against   Abstentions 
 83,079,957    3,996    3,323 

 

There were no broker non-votes with respect to proposal 5.

 

 

 

 

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: June 25, 2020