Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Transition of Brad Juneau from President and Chief Executive Officer to
Executive Chairman
Effective as of January 6, 2020, Brad Juneau transitioned away from his role as
President and Chief Executive Officer of Contango ORE, Inc., a Delaware
corporation (the "Company") and assumed the role of Executive Chairman of the
Board of Directors of the Company (the "Board").
Appointment of Rick Van Nieuwenhuyse as President, Chief Executive Officer and
Director
Rick Van Nieuwenhuyse was appointed to serve as President and Chief Executive
Officer of the Company effective January 6, 2020. Mr. Van Nieuwenhuyse will
perform the functions of the Company's principal executive officer.
Effective on January 6, 2020, the size of the Board was increased from four to
five directors. Mr. Van Nieuwenhuyse was appointed to the Board to fill the
vacancy created by the increase in the size of the Board.
Mr. Van Nieuwenhuyse, 64, previously served as President and Chief Executive
Officer of Trilogy Metals Inc., starting in January 2012. Between May 1999 and
January of 2012, he served as the President and Chief Executive Officer of
NOVAGOLD RESOURCES INC. Mr. Van Nieuwenhuyse holds a Candidature degree in
Science from the Université de Louvain, Belgium, and a Master of Science degree
in geology from the University of Arizona. Mr. Van Nieuwenhuyse has more than 30
years of experience in the natural resource sector.
Mr. Van Nieuwenhuyse has no family relationships with any director, executive
officer, or person nominated or chosen by the Company to become a director or
executive officer of the Company. Mr. Van Nieuwenhuyse is not a party to any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Van Nieuwenhuyse has not been, and is not currently expected to be,
appointed to any committees of the Board.
Pursuant to his Offer Letter, Mr. Van Nieuwenhuyse will receive a base salary of
$350,000 per annum. On January 6, 2020, pursuant to an Incentive Stock Option
Agreement, the Company granted to Mr. Van Nieuwenhuyse options to purchase
100,000 shares of common stock, par value $0.01 per share, of the Company, with
an exercise price per share equal to the closing price on January 6, 2020, the
day on which he began employment with the Company. On January 9, 2020, the
Company issued 75,000 shares of restricted stock to Mr. Van Nieuwenhuyse
pursuant to a Restricted Stock Award Agreement. The options and shares of
restricted stock each will vest in two equal installments, half on the first
anniversary of Mr. Van Nieuwenhuyse's employment with the Company and half on
the second anniversary of his employment with the Company, subject to
acceleration upon a change of control of the Company. Mr. Van Nieuwenhuyse will
be entitled to receive short-term incentive plan and long-term incentive plan
bonuses that will be paid in the form of a combination of cash, restricted stock
and options, which will be set forth in plans and agreements to be adopted by
the Board. He will also receive one year of severance in the event that his
employment is terminated other than for cause after the second anniversary of
his employment with the Company.
The above summaries of the Offer Letter, Incentive Stock Option Agreement and
Restricted Stock Award Agreement are qualified in their entirety by reference to
the full text of the Offer Letter, Incentive Stock Option Agreement and
Restricted Stock Award Agreement, which are filed as Exhibits 10.1, 10.2, and
10.3, respectively, and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on January 6, 2020 announcing the appointment
of Mr. Van Nieuwenhuyse as President and Chief Executive Officer of the Company.
A copy of this press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K. The information included herein and in Exhibit 99.1 shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act.
--------------------------------------------------------------------------------
Cautionary Note Regarding Forward-Looking Statements
Many of the statements included or incorporated in this Current Report on Form
8-K and the furnished exhibit constitute "forward-looking statements." In
particular, they include statements relating to future actions, strategies,
future operating and financial performance, and the Company's future financial
results. These forward-looking statements are based on current expectations and
projections about future events. Readers are cautioned that forward-looking
statements are not guarantees of future operating and financial performance or
results and involve substantial risks and uncertainties that cannot be predicted
or quantified, and, consequently, the actual performance of the Company may
differ materially from those expressed or implied by such forward-looking
statements. Such risks and uncertainties include, but are not limited to,
factors described from time to time in the Company's Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q filed with the Securities and Exchange
Commission (including the sections entitled "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained therein).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
10.1 Offer Letter to Rick Van Nieuwenhuyse, dated January 6, 2020.
10.2 Incentive Stock Option Agreement between Contango ORE, Inc. and Rick
Van Nieuwenhuyse, dated January 6, 2020.
10.3 Restricted Stock Award Agreement between Contango ORE, Inc. and Rick
Van Nieuwenhuyse, dated January 9, 2020.
99.1 Press Release dated January 6, 2020.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses