Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

As disclosed below in Item 5.07 of this Form 8-K, at the 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Warrior Met Coal, Inc. (the "Company") held on April 26, 2022, over 94% of the shares present and entitled to vote approved the second amendment of the Company's Certificate of Incorporation (as amended, the "Certificate of Incorporation") for the purpose of extending the restriction release date from April 19, 2023 until April 19, 2026 of certain provisions relating to restrictions on the transfer or other disposition of shares of the Company's Common Stock (the "Section 382 Transfer Restrictions"). The Section 382 Transfer Restrictions are intended to prevent an ownership change that could substantially reduce the significant long-term potential benefits of the Company's net operating loss carryforwards and deferred tax assets.

On April 26, 2022, the Company filed with the Secretary of State of the State of Delaware the Second Certificate of Amendment to the Certificate of Incorporation (the "Second Certificate of Amendment") to effect the additional three-year extension of the Section 382 Transfer Restrictions. The Second Certificate of Amendment became effective upon filing on April 26, 2022. The foregoing description of the Second Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Certificate of Amendment. The full text of the Second Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of the Company was held on April 26, 2022. Summarized below are descriptions of the matters voted on at the Annual Meeting and the final results of such voting:

Proposal 1 - Election of Directors. The stockholders elected each of the five director nominees to serve as directors until the Company's 2023 Annual Meeting of Stockholders and until a successor is duly elected and qualified. Each nominee was a current director of the Company who was re-elected. The voting for the directors at the Annual Meeting was as follows:



         Name             Votes For    Votes Withheld   Broker Non-Votes

  Stephen D. Williams     24,673,396     12,955,161        6,543,050

   Ana B. Amicarella      35,654,385     1,974,172         6,543,050

    J. Brett Harvey       28,084,941     9,543,616         6,543,050

Walter J. Scheller, III   37,028,527      600,030          6,543,050

  Alan H. Schumacher      36,801,028      827,529          6,543,050

Proposal 2 - Advisory Vote on Executive Compensation. The stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in accordance with Securities and Exchange Commission compensation disclosure rules. The result of the vote taken at the Annual Meeting was as follows:



Votes For    Votes Against   Abstentions   Broker Non-Votes
29,604,306     7,922,390       101,861        6,543,050

Proposal 3 - Amendment to Certificate of Incorporation. The stockholders approved an amendment to the Company's Certificate of Incorporation in order to effect an additional three-year extension to the transfer restrictions designed to avoid imposition of limitations on the utilization of the Company's net operating losses and deferred tax assets. The result of the vote taken at the Annual Meeting was as follows:



Votes For    Votes Against   Abstentions   Broker Non-Votes
35,690,986     1,920,472       17,099         6,543,050



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Proposal 4 - Ratification of Amendment to the Section 382 Rights Agreement. The stockholders ratified an amendment to the Section 382 Rights Agreement, between the Company and Computershare Trust Company, N.A. The result of the vote taken at the Annual Meeting was as follows:

Votes For Votes Against Abstentions Broker Non-Votes 33,673,429 3,948,744 6,384 6,543,050

Proposal 5 - Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2022. The result of the vote taken at the Annual Meeting was as follows:



Votes For    Votes Against   Abstentions
44,118,005      41,359         12,243

Proposal 6 - Stockholder Proposal Concerning Majority Voting in Uncontested Director Elections. The stockholders approved the non-binding stockholder proposal requesting that the Company's Board of Directors initiate the appropriate process to amend the Company's organizational documents to provide that directors shall be elected by the affirmative vote of a majority of the votes cast at an annual meeting of stockholders in uncontested elections. The result of the vote taken at the Annual Meeting was as follows:

Votes For Votes Against Abstentions Broker Non-Votes 24,949,919 12,569,328 109,310 6,543,050

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
  No.       Exhibit Description

3.1           Second Certificate of Amendment, dated April 26, 2022.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).



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