[8-K] Ramaco Resources, Inc. 9.00% Senior Notes due 2026 Reports Material Event

Rhea-AI Filing Summary

Ramaco Resources (Nasdaq:METCL) filed a routine Form 8-K under Item 5.07 reporting the final voting results from its June 26, 2025 annual meeting of shareholders.

All four director nominees were elected, Grant Thornton LLP was ratified as independent auditor for fiscal 2025, and the advisory say-on-pay resolution passed. Holders representing 86.6 % of outstanding shares were present in person or by proxy. No other material business, financial updates, or strategic disclosures were included.

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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

FAQ

Did METCL shareholders elect all director nominees at the 2025 annual meeting?

Yes. Each nominee received at least 35.9 million votes in favor, securing election.

Was Grant Thornton LLP ratified as Ramaco Resources' auditor for 2025?

Yes. The appointment was approved with 47,145,958 votes for and only 189,707 against.

What level of shareholder participation did METCL achieve at the 2025 annual meeting?

A quorum of approximately 86.6 % of outstanding shares was represented in person or by proxy.

Did METCL shareholders approve the 2025 executive compensation advisory vote?

Yes. The say-on-pay resolution passed with 38,151,756 votes for versus 574,645 against.