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|
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): March 26, 2026
|
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
(Address of principal
executive offices) |
4000
(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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of Chief Executive Officer
As previously disclosed, on February 22,
2026 (February 23, 2026 in Australia), Mr. Douglas G. Thompson informed Coronado Global Resources Inc. (the “Company”)
that he is resigning as Chief Executive Officer of the Company and Managing Director of the Board of Directors (the “Board”)
to pursue new opportunities. Mr. Thompson’s resignation will be effective as of March 31, 2026. In connection with Mr. Thompson’s
departure, the Board reduced the size of the Board from seven to six.
Appointment of Interim
Chief Executive Officer
As a
result of Mr. Thompson’s departure from the Company, on March 26, 2026 (March 27, 2026 in Australia), the Board,
at the recommendation of the Compensation and Nominating Committee of the Board, appointed Mr. Garold Spindler, the current Executive
Chair of the Board and former Chief Executive Officer of the Company, to serve as the Company’s Interim Chief Executive Officer
(“Interim CEO”), effective as of April 1, 2026 (the “Effective Date”). Mr. Spindler will continue to
serve on the Board as a director.
Mr. Spindler,
age 78, has served as Executive Chair of the Board since May 2023, and previously served as Managing Director of the Board and Chief
Executive Officer of the Company from August 2018 to May 2023. Prior to that, Mr. Spindler served as the Chief Executive
Officer of Coronado Group LLC from its formation in 2011 until October 2018. He also served as the Chief Executive Officer at Coronado
Group HoldCo LLC from December 2017 until August 2018. Mr. Spindler has 50 years’ experience in the coal industry
and has held several key executive positions at some of the world’s largest coal companies, including Chief Executive Officer of
UK Coal, President and Chief Executive Officer of Amax Coal Company (U.S.), and President and Chief Executive Officer of Pittston Coal
Company. Mr. Spindler earned both a B.S. and M.S. in Mining Engineering from West Virginia University, and a Masters of Management
from Stanford University.
The terms
of Mr. Spindler’s appointment shall be governed by an employment agreement, dated as of March 27, 2026, between the Company
and Mr. Spindler (the “Agreement”). As of the Effective Date, the Agreement terminates and replaces the prior Employment
Agreement, between the Company and Mr. Spindler, dated May 25, 2023. Pursuant to the Agreement, Mr. Spindler will receive
an annual base salary of $1,250,000 (prorated for the portion of 2026 that he serves as Interim CEO). Additionally, Mr. Spindler
may be eligible to participate in short-term incentive arrangements and other employee benefit plans offered by the Company from time
to time to senior executives, except that Mr. Spindler is not entitled to participate in any long-term incentive plan of the Company.
Mr. Spindler’s
employment can be terminated by either him or the Company by giving the other party 30 days’ written notice. Mr. Spindler is
also subject to post-termination restrictions on competing with the Company or any subsidiary and/or soliciting its employees and customers
for a period of one year following termination of his employment.
The foregoing
description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement,
which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
There
are no reportable family relationships or related party transactions (as defined in Item 404(a) of Regulation S-K) involving the
Company and Mr. Spindler.
In connection
with Mr. Spindler’s appointment as Interim CEO, on March 26, 2026 (March 27, 2026 in Australia), at the recommendation
of the Compensation and Nominating Committee of the Board, the Board appointed Mr. Greg Pritchard, a current member of the Board,
to serve as the Chair of the Board, effective as of April 1, 2026.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
No. |
|
Description |
| 10.1 |
|
Employment Agreement, dated as of March 27, 2026, between Coronado Global Resources Inc. and Garold Spindler. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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/ Philip Peacock |
| |
Name: |
Philip Peacock |
| |
Title: |
Chief Legal Officer |
| |
|
| |
Date: |
March 30, 2026 |
