Warrior Met Coal Inc.

04/29/2024 | Press release | Distributed by Public on 04/29/2024 14:32

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07

Submission of Matters to a Vote of Security Holders.

Warrior Met Coal, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting") on April 25, 2024. 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 2025 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

Ana B. Amicarella 41,437,960 316,341 127,777
J. Brett Harvey 34,006,891 7,747,654 127,532
Walter J. Scheller, III 41,736,098 19,560 126,421
Lisa M. Schnorr 37,605,819 4,148,928 127,330
Alan H. Schumacher 41,567,391 187,704 126,983
Stephen D. Williams 41,667,092 88,336 126,651

Proposal 2 - 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 Securities and Exchange Commission compensation disclosure rules. The result of the vote taken at the Annual Meeting was as follows:

Votes For

Votes Against

Abstentions

27,530,647 14,176,211 175,221

Proposal 3 - Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation. The stockholders approved, on an advisory basis, the frequency of future advisory votes on the compensation of the Company's named executive officers. The result of the vote taken at the 2024 Annual Meeting was as follows:

1 Year

2 Years

3 Years

Abstentions

39,216,030 49,487 2,336,946 279,994

A majority of the votes cast on the frequency proposal were cast in favor of holding an annual "say-on-pay"vote, which was also the frequency recommended to the stockholders by the Company's Board of Directors. In light of the voting results with respect to Proposal 3, the Company's Board of Directors decided that the Company will hold an advisory say-on-payvote each year in connection with its annual meeting of stockholders until the next vote on the frequency of stockholder advisory votes on the compensation of executives or until the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders. The next advisory vote on the frequency of future say-on-payvotes will occur no later than 2030.

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, 2024. The result of the vote taken at the Annual Meeting was as follows:

Votes For

Votes Against

Abstentions

42,709,363 1,004,686 26,087

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Proposal 5 - Stockholder Proposal Relating to "Poison Pill" Bylaw Provision. The stockholders voted to adopt a resolution urging the Board of Directors to adopt a "poison pill" bylaw provision. The result of the vote taken at the Annual Meeting was as follows:

Votes For

Votes Against

Abstentions

21,452,030 20,388,628 41,420

Proposal 6 - Stockholder Proposal Relating to "Proxy Access" Bylaw Provision. The stockholders voted to adopt a resolution urging the Board of Directors to adopt a "proxy access" bylaw provision. The result of the vote taken at the Annual Meeting was as follows:

Votes For

Votes Against

Abstentions

41,529,048 339,340 105,125

Proposal 7 - Stockholder Proposal Relating to "Blank Check" Preferred Stock Amendment. The stockholders voted not to adopt a resolution urging the Board of Directors to adopt a "blank check" preferred stock amendment to the Company's Certificate of Incorporation. The result of the vote taken at the Annual Meeting was as follows:

Votes For

Votes Against

Abstentions

9,354,041 32,489,351 38,686

Proposal 8 - Stockholder Proposal Relating to "Golden Parachute" Severance Agreement Policy. The stockholders voted not to adopt a resolution urging the Board of Directors to adopt a "golden parachute" severance agreement policy. The result of the vote taken at the Annual Meeting was as follows:

Votes For

Votes Against

Abstentions

1,622,501 40,163,963 95,614

Proposal 9 - Stockholder Proposal Relating to Assessment of the Company's Respect for the Human Rights of Freedom of Association and Collective Bargaining. The stockholders voted not to adopt a resolution urging the Board of Directors to commission and oversee an assessment of the Company's respect for the internationally recognized human rights of freedom of association and collective bargaining. The result of the vote taken at the Annual Meeting was as follows:

Votes For

Votes Against

Abstentions

19,278,455 22,526,844 76,778

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