Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 28, 2021, the board of directors (the "Board") of Ramaco
Resources, Inc. ("Ramaco" or the "Company") approved the appointment of Aurelia
Skipwith Giacometto effective as of January 1, 2022 to serve as a member of the
Board with a term expiring at the Company's annual meeting of stockholders in
2022, until her successor shall have been elected and shall have qualified, or
until her earlier death, resignation, or removal. Ms. Giacometto was appointed
to fill an available directorship and vacancy on the Board. The Board has
affirmatively determined that Ms. Giacometto is an independent director in
accordance with the standards for independence set forth in the NASDAQ Stock
Market Rules.
Ms. Giacometto comes to Ramaco with a wide background as an experienced
government administrator at the federal level, an attorney, a scientist, and a
businesswoman. She served as Director of the United States Fish and Wildlife
Service until earlier this year. Most recently, she has been the General Counsel
of AVC Global, an international logistics company that operates using blockchain
technology. She co-founded the company in 2016. She began her career at Monsanto
in research. She later served in both legal and research positions at the United
States Department of Agriculture and as an intellectual property consultant to
the United States Agency for International Development. She has also worked in
legal and regulatory divisions of Alltech, a global leader in the animal feed
industry. Ms. Giacometto received her Bachelor of Science in biology from Howard
University, a Master's of Science in molecular genetics from Purdue University
and a Juris Doctor degree from the University of Kentucky.
Ms. Giacometto will enter into an indemnification agreement (the
"Indemnification Agreement") with the Company in the form entered into with the
Company's other directors and executive officers effective as of the effective
date of her appointment to the Board, which requires the Company to indemnify
her to the fullest extent permitted under Delaware law against liability that
may arise by reason of her service to the Company, and to advance certain
expenses incurred as a result of any proceeding against her as to which she
could be indemnified.
On December 27, 2021, Jennifer Gray and Mahmud Riffat informed the Company of
their decisions to resign from the Board effective as of December 27, 2021.
Ms. Gray's and Mr. Riffat's resignations are not due to any disagreement with
the Company.
The foregoing summary of the Indemnification Agreement does not purport to be
complete and is qualified in its entirety by reference to the full and complete
text of the form of indemnification agreement, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated by reference herein.
The Company has issued a press release announcing Ms. Skipwith Giacometto's
appointment to and Ms. Gray's and Mr. Riffat's resignation from the Board. A
copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
No.
10.1 Form of Indemnification Agreement (incorporated by reference to
Exhibit 10.2 of the Company's Registration Statement on Form S-1 (File
No. 333-215363) filed with the Commission on January 11, 2017)
99.1 Press release issued by Ramaco Resources, Inc., dated January 3,
2022.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101)
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