UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed on a Current Report on Form 8-K filed on August 31, 2020 by Hycroft Mining Holding Corporation (the “Company”), on September 8, 2020 (the “Effective Time”), Diane R. Garrett succeeded Stephen M. Jones and became the Company’s President and Chief Executive Officer, and a director and Stephen M. Jones ceased to serve as the Company’s interim President and Chief Executive Officer or as an executive officer of the Company. In connection with Mr. Jones stepping down as Interim President and Chief Executive Officer, the Company and Mr. Jones entered into a Transition and Succession Agreement, dated as of September 8, 2020 (the “Transition Agreement”), and a Consulting Agreement, dated as of September 8, 2020 (the “Consulting Agreement”).
Pursuant to the Transition Agreement, Mr. Jones resigned as Interim President and Chief Executive Officer of the Company at the Effective Time, but shall remain a non-executive employee of the Company through November 30, 2020 (the “Termination Date”), at which time he will resign from the Company entirely and his employment with the Company will terminate. Mr. Jones will receive his ongoing salary through the Termination Date and, after that date, will receive salary continuation payments, at a rate of $425,000 per annum, for a period of 24 months from the Termination Date payable in bi-weekly installments. In the event of a Change in Control (as defined in Mr. Jones’ Employment Agreement with the Company), all payments to be made to Mr. Jones through Termination Date, as well as salary continuation payments and payments due under the Consulting Agreement will generally accelerate and be payable upon the Change in Control, subject to certain adjustments as required under the Internal Revenue Code. In connection with Mr. Jones prior Employment Agreement, he had agreed to certain confidentiality, non-solicitation of executives and customers and non-compete provisions. The Transition Agreement extended the term of such provisions for 24 months following the Termination Date. Mr. Jones will provide the Company a general release of claims as set forth in the Transition Agreement.
Pursuant to the Consulting Agreement, Mr. Jones will provide consulting, technical advice and transition assistance to the Company from December 1, 2020 through May 31, 2021 (the “Consulting Period”). Mr. Jones will receive $25,000 per month during the Consulting Period. The Company may terminate the Consulting Agreement prior to May 31, 2021 only upon mutual agreement with Mr. Jones, or for Cause (as defined in the Consulting Agreement), in which event, payments under the agreement shall cease.
The foregoing description of the Transition Agreement and the Consulting Agreement do not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement and the Consulting Agreement, which are attached to this Current Report on Form 8-K as Exhibit 10.1 and 10.2, respectively, and are incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
The list of exhibits is set forth on the Exhibit Index of this Current Report on Form 8-K and is incorporated herein by reference.
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 10.1 | Transition and Succession Agreement dated September 8, 2020 between Hycroft Mining Holding Corporation, Autar Gold Corporation and Stephen M. Jones. | |
| 10.2 | Consulting Agreement dated September 8, 2020 by and among Hycroft Mining Holding Corporation and Stephen M. Jones. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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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.
| Dated: September 8, 2020 | Hycroft Mining Holding Corporation | |
| By: | /s/ Jeffrey Stieber | |
| Jeffrey Stieber | ||
| Vice President and Interim Chief Financial Officer | ||
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