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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 26, 2025
Ramaco
Resources, Inc.
(Exact name of registrant
as specified in its charter)
| Delaware |
001-38003 |
38-4018838 |
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number) |
(I.R.S.
Employer Identification No.) |
250
West Main Street, Suite 1900
Lexington,
Kentucky 40507
(Address of principal executive offices, including zip code)
(859)
244-7455
(Registrant’s
telephone number, including area code)
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 |
| Class A Common Stock, $0.01 par value |
METC |
Nasdaq Global Select Market |
| Class B Common Stock, $0.01 par value |
METCB |
Nasdaq Global Select Market |
| 9.00% Senior Notes due 2026 |
METCL |
Nasdaq Global Select Market |
| 8.375% Senior Notes due 2029 |
METCZ |
Nasdaq Global Select Market |
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 5.07 | Submission of Matters to a Vote of Security Holders |
On June 26, 2025, Ramaco
Resources, Inc. (the “Company”) held its Annual Meeting of Shareholders (the "Annual Meeting"). As of April 29,
2025, the record date for the Annual Meeting (the “Record Date”), there was a total of 54,693,210 shares of Company common
stock (consisting of 44,407,741 shares of Class A common stock and 10,285,469 shares of Class B common stock) issued and outstanding
and entitled to vote on the three proposals presented at the Annual Meeting. Stockholders holding 47,367,155 shares of Company common
stock, representing approximately 86.6% of the shares of common stock outstanding on Record Date, were present in person or represented
by proxy, which constituted a quorum. The proposals are described in greater detail in the Definitive Proxy Statement of the Company filed with the Securities and Exchange Commission on April 30, 2025, the relevant portions of which are incorporated herein by reference.
Set forth below are the final voting results for each of the proposals submitted to a vote of the Company's stockholders at the Annual
Meeting.
Each
director nominee was elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting, as described
below, was approved by the requisite vote of the Company’s stockholders. The final voting results for each of the proposals submitted
to a vote of the stockholders of the Company at the Annual Meeting are set forth below.
| 1) | Shareholders were asked to vote upon the election of directors. The final vote totals are below. |
| Name | |
Votes For | | |
Votes Withheld | | |
Broker Non-Votes | |
| Randall W. Atkins | |
| 38,299,954 | | |
| 648,897 | | |
| 8,418,304 | |
| Richard M. Whiting | |
| 35,914,849 | | |
| 3,034,002 | | |
| 8,418,304 | |
| Evan H. Jenkins | |
| 38,294,364 | | |
| 654,487 | | |
| 8,418,304 | |
| Joseph Manchin, III | |
| 38,542,789 | | |
| 406,062 | | |
| 8,418,304 | |
| 2) | Shareholders were asked to vote to ratify the appointment of Grant Thornton
LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. There were no broker
non-votes. The final vote totals are below. |
| Votes For | | |
Votes Against | | |
Abstentions | |
| 47,145,958 | | |
| 189,707 | | |
| 31,490 | |
| 3) | Shareholders were asked to vote to approve, on an advisory basis, the compensation paid by the Company
to its named executive officers. The final vote totals are below. |
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| 38,151,756 | | |
| 574,645 | | |
| 222,450 | | |
| 8,418,304 | |
SIGNATURE
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.
| |
|
|
RAMACO RESOURCES, INC. |
| |
|
|
|
| Date: |
June 27, 2025 |
By: |
/s/ Randall W. Atkins |
| |
|
|
Randall W. Atkins |
| |
|
|
Chairman, Chief Executive Officer |
