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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): July 13, 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. |
Appointment of New Chief Executive Officer
On July 13, 2026 (July 14, 2026 in Australia),
the Board of Directors (the “Board”) of Coronado Global Resources Inc. (the “Company”), at the recommendation
of the Compensation and Nominating Committee of the Board (the “Committee”), appointed Barend (Barrie) J. van der Merwe, the
current Chief Financial Officer of the Company, to the position of Chief Executive Officer of the Company, effective as of August 1,
2026 (the “Effective Date”).
Mr. Van der Merwe, age 50, has served as the
Company’s Chief Financial Officer since April 2025. Prior to joining the Company, Mr. Van der Merwe served as Chief Financial
Officer of Evolution Mining, a gold mining company, from March 2023 to March 2025. Mr. Van der Merwe previously served
as Vice President, Organizational Effectiveness Transformation Program at Orica Limited, a commercial explosives provider, from May 2022
to December 2023, and as Vice President, Group Finance from July 2019 to May 2022. Prior to that, Mr. Van der Merwe
served as the Chief Financial Officer and Executive Director at Lonmin Plc, a platinum group metals mining company, from April 2016
to June 2019, and Chief Financial Officer at Debswana Diamond Company Limited, a diamond mining company, from December 2012
to December 2015. Mr. Van der Merwe also held various senior finance roles within Anglo American Platinum, a platinum mining
company, between 2002 to 2012. Mr. Van der Merwe also held various audit and accounting roles at PricewaterhouseCoopers from 1998
to 2002. Mr. Van der Merwe has a B Com (Hons) with a major in Accounting Sciences from the University of Pretoria. He became a Chartered
Accountant and member of the South African Institute of Chartered Accountants (SAICA) in May 2001, and is a full Chartered Accountant
and current member of Chartered Accountants Australia & New Zealand.
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. Van der Merwe.
The terms of Mr. Van der Merwe’s appointment
shall be governed by an appointment agreement, dated as of July 14, 2026 (Australia) between Curragh Queensland Mining Pty Ltd. (“Curragh”),
an Australian subsidiary of the Company, and Mr. Van der Merwe (the “Van der Merwe Appointment Agreement”). Pursuant
to the Van der Merwe Appointment Agreement, Mr. Van der Merwe will receive an annual base salary of AU$1,200,000, which includes
Australian statutory defined contribution superannuation contributions made on Mr. Van der Merwe’s behalf. Mr. Van der
Merwe will also receive payments equal to AU$350,000 payable in December 2026 and AU$350,000 payable in December 2027, each
of which include Australian statutory defined contribution superannuation contributions made on Mr. Van der Merwe’s behalf.
Additionally, Mr. Van der Merwe is eligible to participate in incentive arrangements offered by the Company from time to time to
senior executives.
Mr. Van der Merwe’s employment can be
terminated by either him or Curragh by giving the other party three months’ written notice (or by Curragh making payment in lieu
of part or all of his notice period). In the event Curragh terminates Mr. Van der Merwe’s employment for cause, no notice period
will apply.
In addition to any notice payments, in the event
Curragh terminates Mr. Van der Merwe’s employment other than for cause, Curragh must pay Mr. Van der Merwe a termination
payment equal to six months base salary (including superannuation contributions). If Mr. van der Merwe is terminated by reason of
redundancy, he is entitled to receive redundancy payments in accordance with Australian legislation. Mr. Van der Merwe 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.
Election of Director
On July 13, 2026 (July 14, 2026 in Australia),
at the recommendation of the Committee, the Board increased the size of the Board from six directors to seven directors, effective as
of the Effective Date. In accordance with Mr. Van der Merwe’s appointment as Chief Executive Officer of the Company, the Board,
at the recommendation of the Committee, appointed Mr. Van der Merwe to serve as Managing Director of the Board, effective as of the
Effective Date. Mr. Van der Merwe will hold office until the Company’s annual general meeting of stockholders in 2027 and until
his successor has been duly elected and qualified or until his earlier resignation or removal.
There are no related party transactions (as defined
in Item 404(a) of Regulation S-K) involving the Company and Mr. Van der Merwe.
Compensatory Arrangements of Current Interim
Chief Executive Officer
In connection with Mr. Van der Merwe’s
appointment as Chief Executive Officer of the Company and Managing Director of the Board, Mr. Spindler will resign as Interim Chief
Executive Officer of the Company, effective as of July 31, 2026. Mr. Spindler will remain on the Board as a non-executive director.
As a non-executive director of the Company, from
the Effective Date, Mr. Spindler will be entitled to receive compensation in the same manner as the Company’s other non-executive
directors, as governed by the appointment letter agreement, dated as of July 14, 2026 (Australia), between the Company and Mr. Spindler
(the “Spindler Appointment Agreement”); with such fee arrangements as described in the Company’s definitive proxy statement
on Schedule 14A filed on April 22, 2026 with the Securities and Exchange Commission.
Appointment of Interim Chief Financial Officer
In connection with Mr. Van der Merwe’s
appointment as Chief Executive Officer of the Company and Managing Director of the Board, on July 13, 2026 (July 14, 2026 in
Australia), at the recommendation of the Committee, the Board appointed Sandeep Deoji, the Company’s current Vice President, Group
Financial Control, to serve as the Company’s Interim Chief Financial Officer (“Interim CFO”), effective as of the Effective
Date.
Mr. Deoji, age 42, has served as Vice President,
Group Financial Control of the Company since July 2022 and, prior to that, served as Group Financial Controller from May 2021
to July 2022 and Manager, Group Financial Reporting from January 2019 to May 2021. From January 2025 to March 2025,
Mr. Deoji served as the Company’s interim principal financial officer and interim principal accounting officer. Mr. Deoji
continued to serve as the Company’s Vice President, Group Financial Control since April 2025. Mr. Deoji has been a Director
of Wiggins Island Coal Export Terminal Pty Limited since June 2025.
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. Deoji.
The terms of Mr. Deoji’s appointment
shall be governed by an appointment agreement, dated as of July 14, 2026 (Australia) between Curragh and Mr. Deoji (the “Deoji
Appointment Agreement”). Pursuant to the Deoji Appointment Agreement, Mr. Deoji will receive an annual base salary of AU$580,000,
which includes Australian statutory defined contribution superannuation contributions made on Mr. Deoji’s behalf. Mr. Deoji
is also eligible to participate in incentive arrangements offered by the Company from time to time to senior executives. Mr. Deoji’s
employment can be terminated by either him or Curragh by giving the other party eight weeks’ written notice (or by Curragh making
payment in lieu of part or all of his notice period). In the event Curragh terminates Mr. Deoji’s employment for cause, no
notice period will apply. If Mr. Deoji is terminated by reason of redundancy, he is entitled to receive redundancy payments in accordance
with Australian legislation. Mr. Deoji 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 descriptions of the Van der Merwe
Appointment Agreement, the Spindler Appointment Agreement and the Deoji Appointment Agreement do not purport to be complete and are qualified
in their entirety by reference to the full text of each of the Van der Merwe Appointment Agreement, the Spindler Appointment Agreement
and the Deoji Appointment Agreement, which have been filed as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively,
hereto and are incorporated herein by reference.
| 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 |
|
Appointment Agreement, dated July 14, 2026, between Barend J. van der Merwe and Curragh Queensland Mining Pty Ltd. |
| |
|
|
| 10.2 |
|
Appointment Letter Agreement, dated July 14, 2026, between Garold Spindler and Coronado Global Resources Inc. |
| |
|
|
| 10.3 |
|
Appointment Agreement, dated July 14, 2026, between Sandeep Deoji and Curragh Queensland Mining Pty Ltd. |
| |
|
|
| 99.1 |
|
Announcement Regarding Management Transitions |
| |
|
|
| 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: |
July 13, 2026 |
Exhibit 99.1

ASX Announcement
14 July 2026
Coronado Global
Resources Appoints Barrie van der Merwe as Chief Executive Officer
Coronado Global
Resources Inc. (ASX: CRN; the Company or Coronado) today announced the appointment of Barend (Barrie) J. van der Merwe, currently Chief
Financial Officer, as Chief Executive Officer and Managing Director, effective 1 August 2026.
Mr. Van der
Merwe has served as Coronado's Chief Financial Officer and has been a member of the Company's executive leadership team since 2025. He
brings more than three decades of mining industry experience across business turnarounds, restructuring, operational leadership, finance,
strategy, project development and stakeholder engagement.
Coronado Chairman
Greg Pritchard said:
"Following
a thorough recruitment process, the Board is delighted to appoint Barrie as Chief Executive Officer and Managing Director.
Barrie has made
a significant contribution to Coronado during his tenure as Chief Financial Officer and understands our operations, customers, shareholders,
and changes required in the business very well.
The Board believes
Barrie is the right leader for a phase during which the business needs to be returned to profitability and reduce debt to open up new
strategic options."
Interim Chief Executive
Officer and Founder, Gerry Spindler, will remain on the Board as a non-executive director.
Mr Spindler said:
"I am pleased
to hand leadership of Coronado to Barrie.
Having worked closely
with him, I have seen first-hand his leadership capability, commercial acumen and commitment to our people and our business.
Barrie cares for
Coronado, our operations and our customers, and I am confident he is the right person to lead the Company. I look forward to continuing
to support Coronado and Barrie as a member of the Board."
Incoming CEO Barrie
van der Merwe said:
"It is a privilege
to be appointed Chief Executive Officer and Managing Director of Coronado and I am honoured by the trust the Board is placing in me.
Through my time
as Chief Financial Officer, I have developed a deep appreciation for our people, assets and customers and the potential of the business.
Coronado has long-life
assets, talented and committed employees and an important role in supplying metallurgical coal to the steel industry and energy coal
to Queensland.
| Coronado Global Resources Inc. |
Level 33, Central Plaza One, 345 Queen Street |
| ARBN: 628 199 468 |
Brisbane QLD 4000 |
| |
|
| |
T: +61 7 3031 7777 | F: +61 7 3229
7402 |
| |
www.coronadoglobal.com |
I am excited by
the hard work that lies ahead. With the Leadership Team, I plan to drive our safety culture and business performance that I believe
will return us to profitability, reduce debt, and serve our customers. My expectation is that this will create options for the Company
and value for all stakeholders”.
The key terms of
Mr. Van der Merwe’s employment arrangements, effective from 1 August 2026, have been finalised and a summary is set out
in the Schedule of this announcement.
The Company also
announces that Sandeep Deoji will be appointed Interim Chief Financial Officer, effective 1 August 2026 until the Board is ready
to make a permanent appointment. During that time, Mr Deoji will be a member of the Company's Leadership Team.
This announcement
was authorised for release by the Board of Directors of Coronado Global Resources Inc.
For further information, please contact:
Investors
Chantelle Essa
Investor Relations
P: +61 477 949 261
E: cessa@coronadoglobal.com
E: investors@coronadoglobal.com |
Media
Helen McCombie
Sodali & Co
P: +61 411 756 248
E: helen.mccombie@sodali.com |
CAUTIONARY NOTICE
REGARDING FORWARD-LOOKING STATEMENTS
This release contains
forward-looking statements concerning our business, operations, financial performance and condition, the coal, steel and other industries,
and our plans, objectives and expectations for our business, operations, financial performance and condition. Forward-looking statements
may be identified by words such as "may", "could", "believes", "estimates", "expects",
"intends", “plans”, "considers", “forecasts”, “anticipates”, “targets”
and other similar words that involve risk and uncertainties. Forward-looking statements provide management's current expectations or
predictions of future conditions, events or results. All statements that address operating performance, events or developments that we
expect or anticipate will occur in the future are forward-looking statements. They may include estimates of revenues, income, earnings
per share, cost savings, capital expenditures, dividend payments, share repurchases, liquidity, capital structure, market share, industry
volume, or other financial items, descriptions of management’s plans or objectives for future operations, risk inherent to mining
operations, such as adverse weather conditions, or descriptions or assumptions underlying any of the above. All forward-looking statements
speak only as of the date they are made and reflect the Company's good faith beliefs, assumptions and expectations, but they are not
a guarantee of future performance or events. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking
statement, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause
actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences
include, but are not limited to, a variety of economic, competitive and regulatory factors, many of which are beyond the Company's control,
that are described in our Annual Report on Form 10-K for the fiscal year ended 31 December 2025 filed with the ASX and SEC
on 4 March 2026 (SEC 3 March 2026), as well as additional factors we may describe from time to time in other filings with the
ASX and SEC. You may get such filings for free at our website at www.coronadoglobal.com. You should understand that it is not
possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all
potential risks or uncertainties.
SCHEDULE - Key Terms of Barrie van
der Merwe’s Employment Contract
| Contract Position
|
Chief
Executive Officer and Managing Director
|
| Term |
Commencing
1 August 2026 and continuing until terminated.
|
| Remuneration |
Base
salary of AU$1,200,000 per annum (inclusive of superannuation).
In accordance with the agreement
terms of Mr. Van der Merwe's commencement as Chief Executive Officer and Managing Director, he will be paid AU$350,000
(inclusive of superannuation) in December 2026 and AU$350,000 (inclusive of superannuation) in December 2027, in addition
to his Base salary, Mr Van der Merwe continues to be entitled to participate in the Company’s incentive arrangements offered
to senior executives from time to time.
|
| Termination of Employment
|
Either
party may terminate Mr. Van der Merwe’s employment on 3 months’ notice.
The Company may also make payment in lieu of notice. In the event the Company terminates
Mr. Van der Merwe’s employment for cause, no notice period will apply.
In the event the Company terminates
Mr. Van der Merwe’s employment other than for cause, the Company must pay Mr. Van der Merwe a termination payment
equal to six months’ base salary.
|
| Restraint |
A 12 month restraint provision
applies. |