Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 1, 2022, the Board of Directors (the "Board") of Alpha Metallurgical
Resources, Inc. (the "Company") appointed Joanna Baker de Neufville and Michael
Gorzynski to serve as directors of the Company, effective January 1, 2023. The
Board also appointed Ms. Baker de Neufville to the Board's Audit Committee and
to its Safety, Health and Environmental Committee, and appointed Mr. Gorzynski
to the Board's Compensation Committee and to its Nominating and Corporate
Governance Committee, each effective January 1, 2023. The Company previously
announced that Charles Andrew ("Andy") Eidson will also join the Board upon
assuming the Chief Executive Officer role on January 1, 2023. In connection with
the upcoming appointments of Ms. Baker de Neufville and Mr. Gorzynski, the Board
will temporarily expand to ten members through next year's Annual Meeting of
Stockholders. The Board will decrease to nine members following the 2023 Annual
Meeting and is expected to remain at that size through at least the 2024 Annual
Meeting.
Michael Gorzynski (44) is the founder and managing partner of MG Capital
Management, a significant shareholder of Alpha. He also serves as executive
chairman of Continental General Insurance Company. Prior to forming MG Capital
Management in 2011, Mr. Gorzynski was an investor in special situations globally
at Third Point LLC. Earlier in his career, he worked in investment banking at
Credit Suisse First Boston and Spectrum Equity Investors. He received an MBA
from Harvard Business School and a BA from The University of California,
Berkeley.
Joanna Baker de Neufville (43) is a principal of the investment fund De
Neufville and Company, L.P., where she oversees the firm's investment portfolio.
Prior to joining De Neufville & Company in 2020, she worked for three years as a
strategy consultant. Prior to that, she served as chief operating officer and
chief financial officer of the Tamara Mellon Brand. Before that, Ms. Baker de
Neufville co-founded and was chief executive officer of HealthLeap, an online
medical portal, which she sold in 2011. Ms. Baker de Neufville began her career
in the equities division at Goldman Sachs. She received an MBA from Harvard
Business School and a BA from Dartmouth College. She serves as a board member of
the Society of Memorial Sloan Kettering Cancer Center and The Roxiticus
Foundation.
These appointments followed discussions between members of the Company's
management team and the Board with Mr. Gorzynski regarding the composition of
the Board and the appointment of additional independent directors. In connection
therewith, the Company agreed to reimburse Continental General Insurance
Company, one of the entities controlled by Mr. Gorzynski, in an amount up to
$500,000 for legal fees. Neither of the two new directors has any family
relationship with any of the Company's directors or executive officers or any
person nominated or chosen by the Company to be a director or executive officer.
The new directors will be compensated for their service as directors according
to the Company's Non-Employee Director Compensation Policy, as amended from time
to time.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On December 1, 2022, the Board adopted and approved an amendment and restatement
of the Company's Third Amended and Restated Bylaws (as amended and restated, the
"Amended Bylaws") that became effective immediately. The amendments, among other
things:
•Update the procedural mechanics and disclosure requirements in connection with
stockholder nominations of directors and submissions of proposals regarding
other business at stockholder meetings, including to address the effectiveness
of rules related to the use of "universal" proxy cards adopted by the Securities
and Exchange Commission, by:
•Adding a requirement that a stockholder making a nomination will comply with
the requirements of Rule 14a-19 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
•Adding a requirement that a stockholder making a nomination provide a
representation that it intends to solicit the holders of shares representing at
least 67% of the voting power of shares entitled to vote on the election of
directors in support of director nominees other than the corporation's nominees;
•Adding a requirement that the stockholder provide the Company by a specified
date prior to the meeting with reasonable evidence that the stockholder complied
with Rule 14a-19 under the Exchange Act;
•Specifying that in the event the Company receives proxies for nominees that did
not meet the requirements of Rule 14a-19 under the Exchange Act, the proposed
nominations will be disregarded;
•Adding a requirement that each dissident nominee submit a written consent to be
named as a nominee in any proxy statement for the applicable meeting and any
associated proxy card;
•Adding a requirement that a dissident stockholder not use a white proxy card;
•Requiring the provision of additional background information and disclosures
regarding proposed or possible nominees;
•Update provisions regarding notice of an adjournment of a virtual meeting of
stockholders, to align with recent amendments to the Delaware General
Corporation Law;
•Update Article 5 to provide that all shares of capital stock of the Company
shall be registered in book-entry form; and
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•Incorporate technical, ministerial, clarifying and conforming changes,
including to align the Amended Bylaws with various provisions of the Delaware
General Corporation Law.
The foregoing description of the changes to the Company's Amended and Restated
Bylaws as set forth in the Amended Bylaws does not purport to be complete and is
qualified in its entirety by reference to the full text of the Amended Bylaws,
which is included as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On December 1, 2022, the Company issued a press release announcing the
appointments of Ms. Baker de Neufville and Mr. Gorzynski to the Board. The press
release also announced the company's slate of director candidates for the 2023
Annual Meeting, with the following having been nominated: Kenneth S. Courtis,
Andy Eidson, Albert E. Ferrara, Jr., Elizabeth Fessenden, Michael Gorzynski,
Joanna Baker de Neufville, Michael J. Quillen, Danny Smith and David J. Stetson.
A copy of the press release is furnished with this Current Report on Form 8-K as
Exhibit 99.1, and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1,
shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities under that Section and shall not be deemed
to be incorporated by reference into any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 Fourth Amended and Restated Bylaws of Alpha Metallurgical Resources, Inc.
Press release of Alpha Metallurgical Resources, Inc. dated December 1, 2022
99.1 (furnished herewith)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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