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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): June 3, 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. |
Coronado Global Resources Inc. (the “Company”)
held its 2026 Annual General Meeting of Stockholders (the “Annual General Meeting”) virtually on June 3, 2026 (June 4, 2026
in Australia).
On
June 3, 2026 (June 4, 2026 in Australia), at the Annual General Meeting,
the Common Stockholders (as defined below) approved the issuance of up to 90,000,000 Securities under the 2018 Equity Incentive Plan pursuant
to ASX Listing Rule 7.2 (Exception 13) and for all other purposes. A more complete description of the terms of the 2018 Equity Incentive
Plan can be found in “Proposal 6: Approval of the Issuance of up to 90,000,000 Securities Under the 2018 Equity Incentive Plan Pursuant
to ASX Listing Rule 7.2 (Exception 13) and For All Other Purposes” in the Company’s definitive proxy statement filed with
the Securities and Exchange Commission on April 22, 2026 (the “Proxy Statement”), which description is incorporated by reference
herein. The foregoing description of the 2018 Equity Incentive Plan does not purport to be complete and is qualified in its entirety by
reference to the complete text of such plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
The Company held its Annual General Meeting on
June 3, 2026 (June 4, 2026 in Australia). As of April 15, 2026, the record date for the Annual General Meeting, there were 167,645,373
shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and 1 share of the Company’s
preferred stock Series A, par value $0.01 per share (“Series A Share”), outstanding and entitled to vote at the Annual General
Meeting. The holders of 85,961,245 shares of Common Stock (including holders of the Company’s CHESS Depositary Interests, the “Common
Stockholders”), and the holder of the Company’s 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 Director Nominees.
The Company’s stockholders elected each of the following six director nominees to serve until the Company’s 2027 annual general
meeting of stockholders or until a successor is duly elected and qualified. The voting for the director nominees 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 |
|
|
|
0 |
|
Elected by the Common Stockholders, voting as a separate class:
| Name | |
Votes For | | |
Votes Withheld | |
| Garold Spindler | |
| 85,804,180 | | |
| 157,065 | |
| Greg Pritchard | |
| 82,421,254 | | |
| 3,539,991 | |
| Aimee R. Allen | |
| 82,255,935 | | |
| 3,380,130 | |
| Philip Christensen | |
| 85,725,959 | | |
| 235,286 | |
| Jan C. Wilson | |
| 85,602,781 | | |
| 317,359 | |
There were no broker non-votes with respect to
Proposals 1 and 2.
Proposal 3 - Advisory Vote to Approve Our 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 Proxy Statement. The votes on this proposal were as follows:
| Votes For | | |
Votes Against | | |
Abstentions | |
| 77,909,603 | | |
| 7,984,679 | | |
| 66,963 | |
There were no broker non-votes with respect to
Proposal 3.
Proposal 4 - Advisory Vote to Approve the Frequency
of Stockholder Votes on Named Executive Officer Compensation. The Common Stockholders voted upon and approved “Every Three Years,”
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 | |
| 8,387,096 | | |
| 26,950 | | |
| 77,435,988 | | |
| 73,802 | |
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 every three years.
Proposal 5 - Ratification of the Appointment
of Ernst & Young as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026.
The Common Stockholders voted upon and approved the ratification of the appointment of Ernst & Young to serve as the Company’s
independent registered accountants for the fiscal year ending December 31, 2026. The votes on this proposal were as follows:
| Votes For | | |
Votes Against | | |
Abstentions | |
| 85,820,835 | | |
| 102,390 | | |
| 38,020 | |
There were no broker non-votes with respect to
Proposal 5.
Proposal 6 - Approval of the Issuance of up
to 90,000,000 Securities Under the 2018 Equity Incentive Plan Pursuant to ASX Listing Rule 7.2 (Exception 13) and For All Other Purposes.
The Common Stockholders voted upon and approved the issuance of up to 90,000,000 Securities under the 2018 Equity Incentive Plan pursuant
to ASX Listing Rule 7.2 (Exception 13) and for all other purposes. The votes on this proposal were as follows:
| Votes For | | |
Votes Against | | |
Abstentions | |
| 85,539,438 | | |
| 323,627 | | |
| 31,309 | |
There were no broker non-votes with respect to
Proposal 6.
| 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 |
|
Coronado Global Resources Inc. 2018 Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement filed on April 22, 2026). |
| 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: |
June 4, 2026 |