Warrior Met Coal (HCC) shareholders approve 2026 equity plan and re-elect board

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Warrior Met Coal, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Shareholders re-elected six directors, each receiving about 44.5 million votes in favor with relatively few votes against or abstentions. Shareholders also approved the company’s new 2026 Equity Incentive Plan, with 43,771,418 votes for, 890,146 against, and 16,153 abstentions.

In an advisory vote, shareholders backed executive compensation, with 43,732,168 votes for, 928,162 against, and 17,389 abstentions. They also ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026, by 47,633,209 votes for, 98,751 against, and 10,879 abstentions.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Director votes – J. Brett Harvey: 44,028,675 votes for Director votes – Kimberly Y. Chainey: 44,504,778 votes for 2026 Equity Plan approval: 43,771,418 votes for +2 more

5 metrics

Director votes – J. Brett Harvey 44,028,675 votes for Election to board at 2026 Annual Meeting

Director votes – Kimberly Y. Chainey 44,504,778 votes for Election to board at 2026 Annual Meeting

2026 Equity Plan approval 43,771,418 votes for Shareholder vote on 2026 Equity Incentive Plan

Say-on-pay support 43,732,168 votes for Advisory vote on executive compensation

Auditor ratification votes for 47,633,209 votes for Ratification of Ernst & Young LLP for 2026

Key Terms

2026 Equity Incentive Plan, Annual Meeting of Stockholders, Advisory Vote on Executive Compensation, independent registered public accounting firm, +1 more

5 terms

2026 Equity Incentive Plan financial

"The Board of Directors ... adopted the Warrior Met Coal, Inc. 2026 Equity Incentive Plan"

Annual Meeting of Stockholders financial

"at the 2026 Annual Meeting of Stockholders of the Company on April 20, 2026"

Advisory Vote on Executive Compensation financial

"Proposal 3 – Advisory Vote on Executive Compensation. The stockholders approved, on an advisory basis"

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Definitive Proxy Statement on Schedule 14A regulatory

"A detailed description ... was set forth in Proposal 2 in the Company’s Definitive Proxy Statement on Schedule 14A"

Understanding 8-K Material Events →

04/21/2026 - 10:20 AM

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): April 20, 2026

WARRIOR MET COAL, INC.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-38061	81-0706839
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

16243 Highway 216 Brookwood, Alabama		35244 (Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (205) 554-6150
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 communication 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))


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	HCC	New York Stock Exchange
Rights to Purchase Series A Junior Participating Preferred Stock, par value $0.01 per share	--	New York Stock Exchange

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 Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of Warrior Met Coal, Inc. (the “Company”) adopted the Warrior Met Coal, Inc. 2026 Equity Incentive Plan (the “2026 Equity Plan”) on February 10, 2026 and submitted the 2026 Equity Plan for stockholder approval at the 2026 Annual Meeting of Stockholders of the Company on April 20, 2026 (the “Annual Meeting”). The Company’s stockholders approved the 2026 Equity Plan at the Annual Meeting.

A detailed description of the terms of the 2026 Equity Plan was set forth in Proposal 2 in the Company’s Definitive Proxy Statement on Schedule 14A (the “2026 Proxy Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 10, 2026, which description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the 2026 Equity Plan, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

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 six director nominees to serve as directors until the Company’s 2027 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 Against	Abstentions
J. Brett Harvey	44,028,675	638,915	10,131
Kimberly Y. Chainey	44,504,778	153,942	19,001
Walter J. Scheller, III	44,594,129	74,422	9,171
Lisa M. Schnorr	44,483,876	183,030	10,813
Alan H. Schumacher	44,548,906	148,805	10,009
Stephen D. Williams	44,475,505	192,173	10,044

Proposal 2 – Approval of the Warrior Met Coal, Inc. 2026 Equity Incentive Plan. The stockholders approved the 2026 Equity Plan. The result of the vote taken at the Annual Meeting was as follows:


Votes For	Votes Against	Abstentions
43,771,418	890,146	16,153

Proposal 3 – Advisory Vote on Executive Compensation. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in accordance with Commission compensation disclosure rules. The result of the vote taken at the Annual Meeting was as follows:


Votes For	Votes Against	Abstentions
43,732,168	928,162	17,389

Proposal 4 – 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, 2026. The result of the vote taken at the Annual Meeting was as follows:


Votes For	Votes Against	Abstentions
47,633,209	98,751	10,879

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.	Exhibit Description
10.1	Warrior Met Coal, Inc. 2026 Equity Incentive Plan (incorporated by reference to Exhibit 4.6 to Warrior Met Coal, Inc.’s Registration Statement on Form S-8 (File No. 333-295185) filed with the Commission on April 20, 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.

Warrior Met Coal, Inc.

Date: April 21, 2026 By: /s/ Dale W. Boyles

Dale W. Boyles

Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Warrior Met Coal (HCC) shareholders decide at the 2026 Annual Meeting?

Shareholders re-elected six directors, approved the 2026 Equity Incentive Plan, backed executive compensation on an advisory basis, and ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026, reflecting broad support for governance and compensation items.

Was Warrior Met Coal’s 2026 Equity Incentive Plan approved by shareholders?

Yes, the 2026 Equity Incentive Plan was approved. It received 43,771,418 votes for, 890,146 votes against, and 16,153 abstentions, indicating strong overall shareholder support for continuing to use equity-based awards as part of the company’s compensation structure.

How did Warrior Met Coal (HCC) shareholders vote on executive compensation in 2026?

Shareholders approved executive compensation on an advisory basis. The say-on-pay proposal received 43,732,168 votes for, 928,162 votes against, and 17,389 abstentions, suggesting investors generally supported how Warrior Met Coal compensates its named executive officers under current disclosure rules.

Which directors were re-elected to Warrior Met Coal’s board at the 2026 meeting?

Six incumbent directors were re-elected: J. Brett Harvey, Kimberly Y. Chainey, Walter J. Scheller III, Lisa M. Schnorr, Alan H. Schumacher, and Stephen D. Williams. Each will serve until the 2027 Annual Meeting and until a successor is duly elected and qualified.

Who is Warrior Met Coal’s independent auditor for the year ending December 31, 2026?

Ernst & Young LLP was ratified as the independent registered public accounting firm. The ratification received 47,633,209 votes for, 98,751 against, and 10,879 abstentions, confirming shareholder support for continuing with the same external audit firm for 2026.

What is the purpose of Warrior Met Coal’s 2026 Equity Incentive Plan?

The 2026 Equity Incentive Plan provides a framework for granting equity-based awards to eligible participants. Detailed terms are described in Proposal 2 of the company’s 2026 proxy statement, and the full plan text is filed as Exhibit 10.1 and incorporated by reference.

Filing Exhibits & Attachments

1 document