8-K

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): November 20, 2020

CONTURA ENERGY, INC.

(Exact Name of Registrant as Specified in Charter) 

Delaware

(State or Other Jurisdiction of Incorporation)

001-38735	81-3015061
(Commission File Number)	(IRS Employer Identification No.)

340 Martin Luther King Jr. Blvd.

Bristol, Tennessee 37620 

(Address of Principal Executive Offices, zip code)

(423) 573-0300

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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
Common Stock	CTRA	New York Stock Exchange

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 20, 2020, Daniel J. Geiger, John E. Lushefski and Emily S. Medine, members of the Board of Directors (the “Board”) of Contura Energy, Inc. (the “Company”), resigned from the Board. None of the resignations was as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with these resignations, the Board has changed the size of the Board to three members, while reserving the ability to increase the Board’s size and appoint one or more additional members in the future, and, among other committee changes, has appointed Scott D. Vogel, a current member of the Board, to serve as a member of the Audit Committee of the Board (the “Audit Committee”).

As a result of Mr. Geiger’s and Mr. Lushefski’s resignations from the Board and the appointment of Mr. Vogel as a member of the Audit Committee, the number of directors currently serving on the Audit Committee of the Board has been reduced to two, rendering the Company noncompliant with New York Stock Exchange Listing Rule 303A.07(a) (“Rule 303A.07(a)”), which requires that the Audit Committee be composed of a minimum of three independent members.

On November 20, 2020, the Company advised the New York Stock Exchange of Mr. Geiger’s and Mr. Lushefski’s resignations from the Board and the appointment of Mr. Vogel as a member of the Audit Committee, and the consequences with regard to compliance with Rule 303A.07(a) and the Company’s intention to regain compliance with Rule 303A.07(a) as soon as reasonably practicable.

The Board is currently in the process of identifying one or more qualified candidates to serve on the Audit Committee.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference. A copy of the press release announcing the aforementioned resignations is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press release of Contura Energy, Inc. dated November 20, 2020.

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signatures

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.

Date: November 20, 2020

Contura Energy, Inc.
By:	/s/ C. Andrew Eidson
	Name: Andrew Eidson
	Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press release of Contura Energy, Inc. dated November 20, 2020.
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

EX-99.1

Exhibit 99.1

   

FOR IMMEDIATE RELEASE

Directors Lushefski, Geiger, and Medine Resign from Contura Board

BRISTOL, Tenn., November 20, 2020 - Contura Energy, Inc. (NYSE: CTRA), a leading U.S. supplier of metallurgical products for the steel-making industry, today announced changes to its board of directors.

John E. Lushefski, Daniel J. Geiger, and Emily S. Medine, have resigned from the Contura board of directors effective immediately. Each of the three members decided not to stand for reelection at the Company’s 2021 annual shareholder meeting and believed that it was in the Company’s best interest to resign effective immediately to facilitate the search for new directors. None of the resignations was the result of any disagreement with the company.

Under the resigning directors’ helm, Contura completed its exit from the Powder River Basin, achieved the lowest mining costs in Contura’s history, and executed a purchase agreement to divest of the Cumberland mine, which, if it closes, will virtually complete the Company’s exit from the thermal coal market, leaving Contura as essentially an exclusively metallurgical producer.

The Company thanks the resigning directors, as well as the remaining directors, for their dedication and leadership during their tenure, which has seen the Company achieve many of its strategic goals during a time of unusual events and market conditions.

“I want to thank each of the outgoing directors for their service at Contura, and we know that they will do quite well in all of their future endeavors. These directors have overseen the strategic direction of the Company in its transition to a met-focused producer positioned to weather the uncertain markets we now face,” said David Stetson, chairman and chief executive officer of Contura. “We are grateful for their service.”

The Company is continuing its search for qualified individuals to serve on its board of directors and will make further announcements when new directors are appointed.

 

ABOUT CONTURA ENERGY

Contura Energy (NYSE: CTRA) is a Tennessee-based coal supplier with affiliate mining operations across major coal basins in Pennsylvania, Virginia and West Virginia. With customers across the globe, high-quality reserves and significant port capacity, Contura Energy reliably supplies metallurgical coal to produce steel. For more information, visit www.conturaenergy.com.

FORWARD-LOOKING STATEMENTS

This news release includes forward-looking statements. These forward-looking statements are based on Contura's expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. These factors are difficult to predict accurately and may be beyond Contura’s control. Forward-looking statements in this news release or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for Contura to predict these events or how they may affect Contura. Except as required by law, Contura has no duty to, and does not intend to, update or revise the forward-looking statements in this news release or elsewhere after the date this release is issued. In light of these risks and uncertainties, investors should keep in mind that results, events or developments discussed in any forward-looking statement made in this news release may not occur.

INVESTOR CONTACT 

investorrelations@conturaenergy.com

Alex Rotonen, CFA 

423.956.6882

MEDIA CONTACT 

corporatecommunications@conturaenergy.com

Emily O’Quinn 

423.573.0369

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Cover [Abstract]
Document Type	8-K
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Document Period End Date	Nov. 20, 2020
Entity File Number	001-38735
Entity Registrant Name	CONTURA ENERGY, INC.
Entity Central Index Key	0001704715
Entity Tax Identification Number	81-3015061
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	340 Martin Luther King Jr. Blvd.
Entity Address, City or Town	Bristol
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37620
City Area Code	423
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
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Security Exchange Name	NYSE
Entity Emerging Growth Company	false