8-K

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): May 5, 2022

CKX LANDS, INC.

(Exact name of registrant as specified in its charter)

Louisiana	1-31905	72-0144530
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2417 Shell Beach Drive Lake Charles, Louisiana	70601
(Address of principal executive offices)	(Zip Code)

(337) 493-2399

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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 with no par value	CKX	NYSE American

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.  ☐

Section 5 – Corporate Governance and Management

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

First Amended and Restated Executive Employment Agreement of William Gray Stream

On May 9, 2022, CKX Lands, Inc. (the “Registrant”) entered into a First Amended and Restated Executive Employment Agreement (the “Amended Stream Agreement”) with William Gray Stream, its Chairman and President. The Agreement compiles Mr. Stream’s original Executive Employment Agreement effective July 15, 2020 (the “Original Agreement”) and two amendments to the Original Agreement into one document and makes additional amendments to the Original Agreement. Specifically, the Amended Stream Agreement clarifies that any performance shares granted to Mr. Stream under the Registrant’s Stock Incentive Plan will vest if the closing price of the Registrant’s common stock on the NYSE American equals or exceeds certain price targets for at least ten consecutive trading days at any time during the term of the Agreement, which began on July 15, 2020. Further, in connection with the appointment of Scott Stepp, discussed below, the Amended Stream Agreement provides that Mr. Stream holds only the office of President, so he will no longer also hold the position of Treasurer.

The Amended Stream Agreement is filed as exhibit 10.1 to this report and is incorporated into this Item 5.02 by reference. The foregoing description of the Amended Stream Agreement is qualified in its entirety by reference to such exhibit.

Appointment of Scott Stepp

On May 5, 2022, the Board of Directors of the Registrant voted to approve the appointment of Scott Stepp as the Registrant’s Chief Financial Officer (“CFO”) effective May 9, 2022 (the “Effective Date”). In connection with Mr. Stepp’s appointment and as mentioned above, William Gray Stream, the Registrant’s Chairman and President, ceased serving in the role of Treasurer on the Effective Date.

Mr. Stepp, who is 44, has been the Chief Investment Officer since 2014 of Matilda Stream Management, Inc. (“MSM”), a private family office and investment holding company that manages a diverse set of operating businesses, investments and assets, including approximately 100,000 acres of land in Louisiana. Mr. Stream is the President of MSM, which provides administrative and accounting services to the Company for no compensation. Mr. Stepp will maintain his position with MSM.

In connection with his appointment, Mr. Stepp and the Registrant entered into an Executive Employment Agreement (the “Stepp Agreement”) effective on the Effective Date for a term of employment ending July 15, 2024. The Stepp Agreement is substantially similar to the Amended Stream Agreement. The Stepp Agreement can be terminated by the Registrant without cause and by Mr. Stepp without good reason at any time on 30 days’ notice. Mr. Stepp is not entitled to any cash compensation under the Stepp Agreement. However, it does entitle Mr. Stepp to receive restricted stock units and performance shares under the Registrant’s Stock Incentive Plan. Restricted stock units would vest in three annual increments over a three-year vesting period starting July 15, 2021. Performance shares would vest in increments if the closing price of the Registrant’s common stock on the NYSE American equals or exceeds certain price targets for at least ten consecutive trading days during the same three-year period. Stock awards that are not vested as of the date Mr. Stepp’s employment ends would be forfeited, except that if:

● the Registrant terminates Mr. Stepp’s employment without cause,

● Mr. Stepp resigns with good reason,

● Mr. Stepp’s employment ends due to his death or disability, or

● there is a change of control of the Registrant,

a pro rata amount of his unvested restricted stock units will vest according to the number of months of the vesting period that have elapsed, plus six months.

The Stepp Agreement is filed as exhibit 10.2 to this report and is incorporated into this Item 5.02 by reference. The foregoing description of the Stepp Agreement is qualified in its entirety by reference to such exhibit.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Registrant held its annual meeting of shareholders on May 5, 2022. At the meeting, the shareholders were requested to: (1) elect directors; (2) approve, in a non-binding advisory vote, the compensation of the Registrant’s Named Executive Officers; (3) consider and act upon a proposal to ratify the selection of MaloneBailey LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2022; (4) consider and act upon a proposal to amend the Registrant’s Restated Articles of Incorporation to increase the Registrant’s authorized common stock to 100 million shares; (5) consider and act upon a proposal to amend the Registrant’s Restated Articles of Incorporation to authorize 5 million shares of preferred stock and (6) consider and act upon a proposal to adjourn the annual meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there were insufficient votes to adopt one or more of the forgoing proposals.

The following are the final voting results on proposals considered and voted upon at the meeting, which are more fully described in the Registrant’s proxy statement filed on April 1, 2022.

1. The stockholders voted to re-elect the following directors by the votes set forth below:

	Number of Shares
Nominee	For	Withheld	Broker Non-Votes
Lee W. Boyer	952,765	22,133	383,289
Keith Duplechin	912,855	62,043	383,289
Daniel J. Englander	913,462	61,436	383,289
Max H. Hart	953,173	21,725	383,289
Lane T. LaMure	952,948	21,950	383,289
Eugene T. Minvielle, IV	953,148	21,750	383,289
William Gray Stream	952,364	22,534	383,289
Mary Leach Werner	913,424	61,474	383,289

2. The stockholders voted to approve, in a non-binding advisory vote pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the compensation of the Registrant’s Named Executive Officers, as disclosed pursuant to Item 402 of Securities and Exchange Commission Regulation S-K, including the compensation tables and narrative disclosures, in the Registrant’s definitive proxy statement filed on April 1, 2022, by the votes set forth below:

For	Against	Abstain	Broker Non-Vote
895,446	62,959	16,493	383,289

3. The stockholders voted to ratify the selection of MaloneBailey LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2022, by the votes set forth below:

For	Against	Abstain	Broker Non-Vote
1,338,052	914	19,221	0

4. The stockholders did not approve a proposal to amend the Registrant’s Restated Articles of Incorporation to increase the Registrant’s authorized common stock to 100 million shares, by the votes set forth below. Approval of the proposal required the affirmative vote of a majority of the shares outstanding.

For	Against	Abstain	Broker Non-Vote
789,389	181,521	3,988	383,289

5. The stockholders did not approve a proposal to amend the Registrant’s Restated Articles of Incorporation to authorize 5 million shares of preferred stock, by the votes set forth below. Approval of the proposal required the affirmative vote of a majority of the shares outstanding.

For	Against	Abstain	Broker Non-Vote
784,069	186,781	4,048	383,289

6. The stockholders voted to approve the proposal to adjourn the annual meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there were insufficient votes to adopt any of the above proposals, by the votes set forth below. Although the two proposals to amend the Registrant’s Restated Articles of Incorporation to increase the number of shares of authorized common stock and to authorize preferred stock did not have sufficient votes to pass, the Registrant’s Board of Directors determined not to move to adjourn the meeting to a later date to solicit additional votes in favor of these proposals.

For	Against	Abstain	Broker Non-Vote
1,210,033	134,767	13,387	0

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On May 9, 2022, the Registrant issued a press release regarding Mr. Stepp’s appointment as CFO as disclosed in Item 5.02 above. A copy of the press release is furnished herewith as Exhibit 99.1.

In accordance with General Instruction B.2, the information contained in this Item 7.01 and the attached Exhibit 99.1 is being “furnished” to the SEC and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specifically identified as being incorporated therein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits: 

Exhibit No.	Description
10.1+	First Amended and Restated Executive Employment Agreement between the Registrant and William Gray Stream dated May 9, 2022.
10.2+	Executive Employment Agreement between the Registrant and Scott Stepp dated May 9, 2022.
99.1	Press Release of CKX Lands, Inc. dated May 9, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

+ Management contract or compensatory plan or arrangement.

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.

		CKX LANDS, INC.
		(Registrant)
Date: May 9, 2022	By:		/s/ William Gray Stream
			William Gray Stream President

EX-10.1

Exhibit 10.1

FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This First Amended and Restated Employment Agreement (“Agreement”) is made by and between William Gray Stream (“Executive”) and CKX Lands, Inc. (“CKX”). CKX and Executive may be referred to in this Agreement as a “Party” or collectively as the “Parties.” This Agreement is executed to be effective July 15, 2020 (the “Effective Date”).

RECITALS

A.         WHEREAS, the Company and Executive are parties to an Executive Employment Agreement, effective July 15, 2020, as amended by a First Amendment to Employment Agreement, effective March 22, 2021 and as further amended by a Second Amendment to Employment Agreement, effective March 24, 2022 (the “Original Employment Agreement”) and

B.         WHEREAS, the Company and Executive desire to restate the Original Employment Agreement and Exhibit A to the Original Employment Agreement to compile all amendments into one document and to make further amendments to properly reflect the Parties’ original intent.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, CKX and Executive agree as follows:

1.            EMPLOYMENT TERM. CKX hereby employs Executive under the terms of this Agreement commencing on the Effective Date and terminating on the fourth (4th) anniversary of the Effective Date (the “Term”), unless Executive’s employment is terminated earlier in accordance with Section 5, below.

2.            DUTIES; NO CONFLICTS.

(a)    Executive shall serve in the position of President of CKX, reporting to CKX’s Board of Directors (“Board”). Executive shall perform duties that are customary and consistent with that position and duties as the Board may reasonably assign. Throughout Executive’s employment, he will: (i) avoid engaging in any activity that competes with CKX or is contrary to CKX’s best interests; (ii) truthfully and accurately make and maintain all records and reports that CKX may from time to time reasonably require; (iii) account for all CKX funds, records, and property for which Executive has responsibility; and (iv) abide by all company policies and procedures, including without limitation any CKX policy concerning the recoupment of executive compensation, and federal, state, and local laws applicable to his employment and CKX’s business.

(b)    CKX acknowledges that Executive has interests in other businesses, which may engage in similar activities or hold assets similar in nature to those of CKX. Employee represents and warrants that such businesses, listed as Exhibit B hereto, do not compete with CKX (collectively, “Non-Competitive Businesses”). Executive may continue his engagement in the above-listed Non-Competitive Businesses or other future non-competitive business ventures, provided that such engagement does not interfere with Executive’s fiduciary obligations to CKX.

1

3.            COMPENSATION.

(a)    Executive shall not be entitled to any cash compensation for services provided as President of CKX.

(b)    Executive shall be entitled to equity-based compensation that will be in the form of performance shares and restricted stock units (the “Stock Awards”) that will be granted under the terms of CKX’s Stock Incentive Plan (“Stock Plan”). The terms and conditions of the Stock Awards that may be granted to Executive or to others shall be consistent with the provisions set forth in the Schedule of Equity Based Compensation attached hereto as Exhibit A.

4.            EXPENSE REIMBURSEMENTS. CKX shall pay all reasonable and necessary out-of-pocket business expenses Executive or any of the Non-Competitive Businesses incurs on behalf of CKX and submitted by Executive to CKX for reimbursement accompanied by written documentation thereof, in accordance with CKX’s established policies and procedures. Overhead expense incurred by Executive or any Non-Competitive Business is not reimbursable by CKX.

5.            TERMINATION.

(a)    This Agreement and Executive’s employment relationship with CKX may be terminated by Executive or CKX without Cause and without Good Reason at any time, and for any reason not prohibited by law, by providing thirty (30) days written notice to the other Party.

(b)    This Agreement shall automatically terminate on the death of Executive. CKX may terminate this Agreement upon Executive’s Disability for a period of more than ninety (90) consecutive days or one hundred twenty (120) days within any twelve (12)-month period; provided, however, that such termination shall not prejudice Executive’s right to any continuing insurance benefits for which Executive is otherwise eligible, including disability benefits, if any. For purposes of this Agreement, “Disability” shall mean the inability, whether mental or physical, of the Executive to perform his normal job functions, as determined by a medical physician reasonably acceptable to CKX and to Executive or his personal representative in the case of incapacitation.

(c)    CKX may terminate Executive’s employment under this Agreement for “Cause” which shall mean the occurrence of any of the following conduct: (i) Executive’s conviction of felonious or other criminal conduct deemed injurious to the operations, reputation, property, or business interests of CKX; (ii) Executive’s knowing engagement in any acts, or knowing failure to act, causing material harm to the operations, reputation, property, or business interests of CKX; (iii) Executive’s misappropriation of funds or property of CKX; (iv) Executive’s engaging in fraudulent conduct or making misrepresentations of material fact or omissions of material fact necessary to make statements made by Executive not misleading, in each case related to the business of CKX; or (v) Executive’s material breach of this Agreement, following which, if such breach can be cured, Executive fails to complete such cure within thirty (30) days after his receipt of written notice of the breach.

2

(d)    Executive may terminate his employment under this Agreement for “Good Reason” provided that Executive has provided CKX with notice of the condition claimed to constitute Good Reason within thirty (30) days of the initial existence of such condition, and, provided further, that CKX shall then have thirty (30) days to cure such condition. Executive’s termination shall only be deemed to be for Good Reason if CKX has failed to cure the condition during the thirty (30) day cure period, and Executive thereafter resigns within thirty (30) days of the end of such cure period. The following shall constitute “Good Reason”: (i) a reduction in Executive’s compensation granted pursuant to Section 3, above, and Exhibit A, other than pursuant to a written compensation recoupment policy; (ii) a material diminution of Executive’s title, authority, duties, or responsibilities; or (iii) a material breach by CKX of this Agreement.

6.            EFFECT OF TERMINATION.

(a)    In the event that CKX terminates Executive’s employment without Cause, or that Executive terminates his employment with Good Reason, during the Term, (i) a pro rata amount of Executive’s unvested Time Vested Stock Awards shall vest according to the number of months of the vesting period that have elapsed as of the date of termination, plus six months, and any remaining unvested Time Vested Stock Awards shall be forfeited and (ii) Executive’s unvested Performance Stock Awards shall be forfeited.

(b)    In the event that Executive’s employment is terminated with Cause by CKX or Executive voluntarily resigns his employment with CKX without Good Reason, Executive shall not be entitled to any further compensation or vesting of Executive’s Stock Awards and all of Executive’s Stock Awards that have not vested as of the date of termination shall be forfeited.

(c)    In the event this Agreement is terminated based upon Executive’s death or Disability, Executive or Executive’s beneficiaries shall be entitled only to vesting of Stock Awards to the same extent provided in Section 6(a) of this Agreement in the case of termination without Cause or resignation with Good Reason, plus reimbursement for any approved expenses incurred but unpaid.

7.            GOVERNING LAW, FORUM & JURISDICTION. This Agreement shall be construed in accordance with and governed by the laws of the State of Louisiana, without regard to any conflicts of law principles that, if applied, may require application of any other law. The exclusive forum and venue for litigation of any dispute arising from this Agreement shall be a state or federal court of competent jurisdiction located in Calcasieu Parish, Louisiana.

8.            INTERPRETATION & MODIFICATION. This Agreement shall be interpreted according to the plain meaning of its terms and shall not be construed strictly for or against either party to it. This Agreement may not be modified or amended except by a written instrument signed by Executive and the Chairman of the Board and authorized by the Board.

9.            SEVERABILITY. If a court of competent jurisdiction finds any provision(s) in this Agreement to be invalid, void, or unenforceable, in whole or in part, then the other provisions contained herein shall remain in full force and effect as if the provision that was determined to be void, illegal, or unenforceable had not been contained in the Agreement.

3

10.           WAIVER. Failure to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of the right or power for all or any other times.

11.           SUCCESSORS, ASSIGNS & THIRD-PARTY BENEFICIARIES. Executive may not delegate or assign any of his rights and obligations under this Agreement without the express consent of the Board. Without the need of any further agreement by Executive, this Agreement shall automatically inure to the benefit of and may be enforced by any and all of CKX’s successors, assigns, affiliates, and third-party beneficiaries of this Agreement’s terms.

12.           INAPPLICABILITY OF OR COMPLIANCE WITH SECTION 409A. It is the intent of CKX and Executive that any taxable payments made to Executive under any provisions of this Agreement shall be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) under the short-term deferral rule (as set forth in Treasury Regulation Section 1.409A-1(b)(4)) and/or under the separation pay rules (as set forth in Treasury Regulation Section 1.409A-1(b)(9)), or shall be compliant with Code Section 409A by reason of being payable at a fixed time. Notwithstanding the foregoing, CKX does not guarantee that any payment made to Executive pursuant to Section 6 of this Agreement complies with or is exempt from Section 409A of the Code, and neither CKX nor its executives, directors, officers, employees or affiliates shall have any liability with respect to any failure of any payments or benefits provided herein to comply with or be exempt from Section 409A of the Code.

13.           NOTICES. All notices required under this Agreement shall be in writing and shall be deemed given at the time they are hand-delivered, delivered by private courier service, or post-marked for U.S.P.S. certified-mail delivery, and by e-mail to the following:

To Executive:	W. Gray Stream
	2417 Shell Beach Drive
	Lake Charles, LA 70601
	gstream@streamcompany.com
To Company:	CKX Lands, Inc.
	Attn.: Daniel Englander,
	Chair, Compensation Committee
	127 W. Broad Street
	Lake Charles, Louisiana 70601
	denglander@ursulainvestors.com

14.           ENTIRE AGREEMENT. This Agreement contains the entire understanding and agreement between CKX and Executive with respect to the subject matters herein. There are no other agreements, promises, warranties, representations, covenants, or undertakings between the Parties regarding such subject matters, and no other prior or contemporaneous oral or written agreement shall be a binding obligation upon the Parties. This Agreement supersedes all prior agreements, contracts, and understandings, whether written or otherwise, between the Parties.

4

15.           VOLUNTARY AGREEMENT. The Parties to this Agreement represent that they have read, reviewed, and fully understand all of the Agreement’s provisions, and they confirm by their signatures below that this Agreement is being entered into knowingly and voluntarily.

/s/ William Gray Stream___________                  Date: May 9, 2022          
William Gray Stream

CKX LANDS, INC.

By: /s/ Lee W. Boyer______________                Date: May 9, 2022

Lee W. Boyer, Secretary

5

EXHIBIT A

Schedule of Equity Based Compensation

The following terms and conditions shall be applicable to any equity based compensation granted to Executive or to others pursuant to the terms of the Stock Plan:

1.            The Stock Plan shall have a number of shares of CKX’s common stock available for grants that represents a minimum of 15.5% of CKX’s outstanding common stock on a fully diluted basis (treating all available shares under the Stock Plan as outstanding) as of the Effective Date of the Agreement;

2.            The Stock Plan will be administered by the Board or by a committee of the Board consisting of directors meeting the independence requirements of the NYSE American stock exchange or such other stock exchange on which the CKX common stock is then listed (“NYSE American”) and created for purposes of acting as the administrator of the Stock Plan (the Board or any administrative committee with responsibility for the Stock Plan is referred to herein as the “Committee”);

3.            The Committee shall have all appropriate discretionary authority with respect to the Stock Plan, including discretion as to the types of equity-based grants to be made, the persons to whom such grants are to be made, the terms and conditions to which any such equity-based grants are made and the number of shares of CKX’s common stock subject to any particular grants;

4.            The Stock Plan shall permit any portion or all of the shares available for grant to be granted to Executive; provided, however, that Executive may recommend to the Committee that a portion of the shares available for grants under the Stock Plan be granted to such other persons that Executive determines to have provided, or may in the future provide, valuable services to CKX, and the terms of the Stock Plan shall include provisions for grants to be made to such other persons, who provide services to CKX but who may not be employees of CKX;

5.            It is generally intended that all grants under the Stock Plan shall be in the form of Stock Awards, although Executive may recommend to the Committee that the Stock Plan permit other forms of equity grants and that such other forms of equity-based grants be made;

6.            Stock Awards that are granted to Executive, or that are granted to others on Executive’s recommendation are anticipated to consist of a mix of time-vested and performance-vested Stock Awards, with the time-vested Stock Awards representing 21.5% of the total number of Stock Awards granted to any particular grantee, and 78.5% of the Stock Awards granted to any particular grantee becoming vested on the basis of the performance of CKX;

6

7.            The Stock Awards that are granted with vesting based on time (the “Time Vested Stock Awards”) will have the following characteristics:

(a)          The vesting schedule shall be based on a three year period, with the beginning of the three year period being the first anniversary of the Effective Date of the Agreement without regard to the actual date the Time Vested Stock Awards are granted and without regard to whether granted to Executive or to any other person on Executive’s recommendation; provided, however, that (i) the vesting of Executive’s Time Vested Stock Awards shall accelerate in the circumstances set forth in and in accordance with Section 6(a) and Section 6(c) of the Agreement; (ii) if Executive is terminated without Cause or resigns for Good Reason, the vesting of Time Vested Stock Awards of grantees other than Executive shall accelerate on the same basis as Executive’s Awards accelerate under Section 6(a) of the Agreement; and (iii) if there is a change in control event of CKX (as that term is defined in the Stock Plan) (a “Change in Control”), a pro rata amount of each grantee’s unvested Time Vested Stock Awards shall vest according to the number of months of the vesting period that have elapsed as of the date of such event or termination, plus six months.

(b)          The normal vesting schedule will be as follows:

(i)    On the second anniversary of the Effective Date of the Agreement, the Time Vested Stock Awards shall become vested as to 19.05% of the Time Vested Stock Awards;

(ii)    On the third anniversary of the Effective Date of the Agreement, the Time Vested Stock Awards shall become vested as to an additional 33.33% of the Time Vested Stock Awards; and

(iii)    On the fourth anniversary of the Effective Date of the Agreement, the remaining Time Vested Stock Awards shall become vested;

8.            The Stock Awards that are granted with vesting based on performance (the “Performance Stock Awards”) shall vest on the basis of the following stock price vesting targets, and the vesting percentages shall apply to all Performance Stock Awards, without regard to the actual date the Performance Stock Awards are granted and without regard to whether granted to Executive or to any other person on Executive’s recommendation:

(a)    If the closing price of CKX’s common stock on the NYSE American equals or exceeds $12.00 for at least ten consecutive trading days during the Term, CKX shall issue to the grantee a number of shares of common stock equal to 11.27% of the grantee’s Performance Stock Awards;

(b)    If the closing price of CKX’s common stock on the NYSE American equals or exceeds $13.00 for at least ten consecutive trading days at any time during the Term, CKX shall issue to the grantee a number of shares of common stock equal to an additional 18.47% of the Performance Stock Awards (in addition to any shares that have been issued pursuant to Section 8(a));

(c)    If the closing price of CKX’s common stock on the NYSE American equals or exceeds $14.00 for at least ten consecutive trading days at any time during the Term, CKX shall issue to the grantee a number of shares of common stock equal to an additional 16.86% of the Performance Stock Awards (in addition to any shares that have been issued pursuant to Section 8(a) or Section 8(b));

7

(d)    If the closing price of CKX’s common stock on the NYSE American equals or exceeds $14.50 for at least ten consecutive trading days at any time during the Term, CKX shall issue to the grantee a number of shares of common stock equal to an additional 22.37% of the Performance Stock Awards (in addition to any shares that have been issued pursuant to Section 8(a), Section 8(b) or Section 8(c); and

(e)    If the closing price of CKX’s common stock on the NYSE American equals or exceeds $15.00 for at least ten consecutive trading days at any time during the Term, CKX shall issue to the grantee a number of shares of common stock equal to an additional 31.03% of the Performance Stock Awards (in addition to any shares that have been issued pursuant to Section 8(a), Section 8(b), Section 8(c) or Section 8(d)).

9.            Any Stock Awards of any grantee that are not vested as of the date of any termination of employment or service with CKX of either the grantee or the Executive shall be forfeited, except to the extent accelerated vesting is provided for (as in the case of termination of Executive without Cause, as to Time Vested Stock Awards);

10.           The Committee may take whatever action it deems necessary or desirable with respect to any unvested Stock Awards that do not vest automatically in the event of a Change in Control, provided that the Committee gives each grantee an opportunity to take appropriate action with respect to such unvested awards if the Committee’s action would limit the grantee’s rights.

11.           The applicable Stock Award agreements and/or the Stock Plan shall provide for settlement of all vested Stock Awards to be made in the form of the issuance of shares of CKX common stock corresponding to the number of vested Stock Awards, with issuance of such shares to be made no later than sixty days following the date such Stock Awards became vested; provided, however, that issuance of such shares shall be subject to the grantee entering into appropriate arrangements with CKX so as to provide CKX with sufficient cash to pay any required withholding for federal, state and/or local income and wage taxes.

8

EXHIBIT B

WILLIAM GRAY STREAM’S OTHER BUSINESS INTERESTS

● Matilda Stream Management, Inc. – President

● Stream Family Limited Partnership – Authorized Agent

● Stream Family Trust, LLC – Authorized Agent

● Stream Wetland Services, LLC – Authorized Agent

● Sierra Pelican, LLC - Manager

● M-Heart Corporation – Vice President

● Graywood, LLC – Authorized Agent

● Gray Plantation, LLC – Authorized Agent

● Stream Investment Holdings, LLC – Authorized Agent

● Stream Investment Holdings II, LLC – Authorized Agent

● Matilda Geddings Gray Foundation – Vice President and Trustee

● Graystoke, Inc. – President

● Placid Indemnity Company, Inc. – President

● Placid Investments, LLC – Manager

● Stream Environmental, LLC – Manager

● Gulf Coast Sequestration, LLC – Manager

● Hominy Hill, LLC – Manager

● Solo Carnes, LLC – Manager

● Air Chuck, LLC – Manager

● YYT, LLC – Manager

9

EX-10.2

Exhibit 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made by and between Scott Stepp (“Executive”) and CKX Lands, Inc. (“CKX”). CKX and Executive may be referred to in this Agreement as a “Party” or collectively as the “Parties.” This Agreement is executed to be effective May 9, 2022 (the “Effective Date”).

In consideration of the mutual covenants and promises set forth in this Agreement, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, CKX and Executive agree as follows:

1.            EMPLOYMENT TERM. CKX hereby employs Executive under the terms of this Agreement commencing on the Effective Date and terminating on July 15, 2024 (the “Term”), unless Executive’s employment is terminated earlier in accordance with Section 5, below.

2.            DUTIES; NO CONFLICTS.

(a)    Executive shall serve in the position of Chief Financial Officer of CKX, reporting to CKX’s President and Board of Directors (“Board”). Executive shall perform duties that are customary and consistent with that position and duties as the President or the Board may reasonably assign. Throughout Executive’s employment, he will: (i) avoid engaging in any activity that competes with CKX or is contrary to CKX’s best interests; (ii) truthfully and accurately make and maintain all records and reports that CKX may from time to time reasonably require; (iii) account for all CKX funds, records, and property for which Executive has responsibility; and (iv) abide by all company policies and procedures, including without limitation any CKX policy concerning the recoupment of executive compensation, and federal, state, and local laws applicable to his employment and CKX’s business.

(b)    CKX acknowledges that Executive has interests in other businesses, which may engage in similar activities or hold assets similar in nature to those of CKX. Employee represents and warrants that such businesses, listed as Exhibit B hereto, do not compete with CKX (collectively, “Non-Competitive Businesses”). Executive may continue his engagement in the above-listed Non-Competitive Businesses or other future non-competitive business ventures, provided that such engagement does not interfere with Executive’s fiduciary obligations to CKX.

3.            COMPENSATION.

(a)    Executive shall not be entitled to any cash compensation for services provided as Chief Financial Officer of CKX.

(b)    Executive shall be entitled to equity-based compensation that will be in the form of performance shares and restricted stock units (the “Stock Awards”) that will be granted under the terms of CKX’s Stock Incentive Plan (“Stock Plan”). The terms and conditions of the Stock Awards that may be granted to Executive shall be consistent with the provisions set forth in the Schedule of Equity Based Compensation attached hereto as Exhibit A.

1

4.            EXPENSE REIMBURSEMENTS. CKX shall pay all reasonable and necessary out-of-pocket business expenses Executive or any of the Non-Competitive Businesses incurs on behalf of CKX and submitted by Executive to CKX for reimbursement accompanied by written documentation thereof, in accordance with CKX’s established policies and procedures. Overhead expense incurred by Executive or any Non-Competitive Business is not reimbursable by CKX.

5.            TERMINATION.

(a)    This Agreement and Executive’s employment relationship with CKX may be terminated by Executive or CKX without Cause and without Good Reason at any time, and for any reason not prohibited by law, by providing thirty (30) days written notice to the other Party.

(b)    This Agreement shall automatically terminate on the death of Executive. CKX may terminate this Agreement upon Executive’s Disability for a period of more than ninety (90) consecutive days or one hundred twenty (120) days within any twelve (12)-month period; provided, however, that such termination shall not prejudice Executive’s right to any continuing insurance benefits for which Executive is otherwise eligible, including disability benefits, if any. For purposes of this Agreement, “Disability” shall mean the inability, whether mental or physical, of the Executive to perform his normal job functions, as determined by a medical physician reasonably acceptable to CKX and to Executive or his personal representative in the case of incapacitation.

(c)    CKX may terminate Executive’s employment under this Agreement for “Cause” which shall mean the occurrence of any of the following conduct: (i) Executive’s conviction of felonious or other criminal conduct deemed injurious to the operations, reputation, property, or business interests of CKX; (ii) Executive’s knowing engagement in any acts, or knowing failure to act, causing material harm to the operations, reputation, property, or business interests of CKX; (iii) Executive’s misappropriation of funds or property of CKX; (iv) Executive’s engaging in fraudulent conduct or making misrepresentations of material fact or omissions of material fact necessary to make statements made by Executive not misleading, in each case related to the business of CKX; or (v) Executive’s material breach of this Agreement, following which, if such breach can be cured, Executive fails to complete such cure within thirty (30) days after his receipt of written notice of the breach.

(d)    Executive may terminate his employment under this Agreement for “Good Reason” provided that Executive has provided CKX with notice of the condition claimed to constitute Good Reason within thirty (30) days of the initial existence of such condition, and, provided further, that CKX shall then have thirty (30) days to cure such condition. Executive’s termination shall only be deemed to be for Good Reason if CKX has failed to cure the condition during the thirty (30) day cure period, and Executive thereafter resigns within thirty (30) days of the end of such cure period. The following shall constitute “Good Reason”: (i) a reduction in Executive’s compensation granted pursuant to Section 3, above, and Exhibit A, other than pursuant to a written compensation recoupment policy; (ii) a material diminution of Executive’s title, authority, duties, or responsibilities; or (iii) a material breach by CKX of this Agreement.

2

6.            EFFECT OF TERMINATION.

(a)    In the event that CKX terminates Executive’s employment without Cause, or that Executive terminates his employment with Good Reason, during the Term, (i) a pro rata amount of Executive’s unvested Time Vested Stock Awards shall vest according to the number of months of the vesting period that have elapsed as of the date of termination, plus six months, and any remaining unvested Time Vested Stock Awards shall be forfeited and (ii) Executive’s unvested Performance Stock Awards shall be forfeited.

(b)    In the event that Executive’s employment is terminated with Cause by CKX or Executive voluntarily resigns his employment with CKX without Good Reason, Executive shall not be entitled to any further compensation or vesting of Executive’s Stock Awards and all of Executive’s Stock Awards that have not vested as of the date of termination shall be forfeited.

(c)    In the event this Agreement is terminated based upon Executive’s death or Disability, Executive or Executive’s beneficiaries shall be entitled only to vesting of Stock Awards to the same extent provided in Section 6(a) of this Agreement in the case of termination without Cause or resignation with Good Reason, plus reimbursement for any approved expenses incurred but unpaid.

7.            GOVERNING LAW, FORUM & JURISDICTION. This Agreement shall be construed in accordance with and governed by the laws of the State of Louisiana, without regard to any conflicts of law principles that, if applied, may require application of any other law. The exclusive forum and venue for litigation of any dispute arising from this Agreement shall be a state or federal court of competent jurisdiction located in Calcasieu Parish, Louisiana.

8.            INTERPRETATION & MODIFICATION. This Agreement shall be interpreted according to the plain meaning of its terms and shall not be construed strictly for or against either party to it. This Agreement may not be modified or amended except by a written instrument signed by Executive and the Chairman of the Board and authorized by the Board.

9.            SEVERABILITY. If a court of competent jurisdiction finds any provision(s) in this Agreement to be invalid, void, or unenforceable, in whole or in part, then the other provisions contained herein shall remain in full force and effect as if the provision that was determined to be void, illegal, or unenforceable had not been contained in the Agreement.

10.           WAIVER. Failure to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of the right or power for all or any other times.

11.           SUCCESSORS, ASSIGNS & THIRD-PARTY BENEFICIARIES. Executive may not delegate or assign any of his rights and obligations under this Agreement without the express consent of the President or the Board. Without the need of any further agreement by Executive, this Agreement shall automatically inure to the benefit of and may be enforced by any and all of CKX’s successors, assigns, affiliates, and third-party beneficiaries of this Agreement’s terms.

3

12.           INAPPLICABILITY OF OR COMPLIANCE WITH SECTION 409A. It is the intent of CKX and Executive that any taxable payments made to Executive under any provisions of this Agreement shall be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) under the short-term deferral rule (as set forth in Treasury Regulation Section 1.409A-1(b)(4)) and/or under the separation pay rules (as set forth in Treasury Regulation Section 1.409A-1(b)(9)), or shall be compliant with Code Section 409A by reason of being payable at a fixed time. Notwithstanding the foregoing, CKX does not guarantee that any payment made to Executive pursuant to Section 6 of this Agreement complies with or is exempt from Section 409A of the Code, and neither CKX nor its executives, directors, officers, employees or affiliates shall have any liability with respect to any failure of any payments or benefits provided herein to comply with or be exempt from Section 409A of the Code.

13.           NOTICES. All notices required under this Agreement shall be in writing and shall be deemed given at the time they are hand-delivered, delivered by private courier service, or post-marked for U.S.P.S. certified-mail delivery, and by e-mail to the following:

To Executive:	Scott Stepp
	1300 W. Lynn St, Suite 106
	Austin, TX 78703
	sstepp@streamcompany.com
To Company:	CKX Lands, Inc.
	Attn.: W. Gray Stream,
	President
	2417 Shell Beach Drive
	Lake Charles, LA 70601
	gstream@streamcompany.com

14.           ENTIRE AGREEMENT. This Agreement contains the entire understanding and agreement between CKX and Executive with respect to the subject matters herein. There are no other agreements, promises, warranties, representations, covenants, or undertakings between the Parties regarding such subject matters, and no other prior or contemporaneous oral or written agreement shall be a binding obligation upon the Parties. This Agreement supersedes all prior agreements, contracts, and understandings, whether written or otherwise, between the Parties.

4

15.           VOLUNTARY AGREEMENT. The Parties to this Agreement represent that they have read, reviewed, and fully understand all of the Agreement’s provisions, and they confirm by their signatures below that this Agreement is being entered into knowingly and voluntarily.

/s/ Scott Stepp________________________                  Date: May 5, 2022          
Scott Stepp

CKX LANDS, INC.

By: /s/ William Gray Stream                                                  Date: May 5, 2022

W. Gray Stream, President

5

EXHIBIT A

Schedule of Equity Based Compensation

The following terms and conditions shall be applicable to any equity based compensation granted to Executive pursuant to the terms of the Stock Plan:

1.           The Stock Plan shall have a number of shares of CKX’s common stock available for grants that represents a minimum of 15.5% of CKX’s outstanding common stock on a fully diluted basis (treating all available shares under the Stock Plan as outstanding) as of the Effective Date of the Agreement;

2.           The Stock Plan will be administered by the Board or by a committee of the Board consisting of directors meeting the independence requirements of the NYSE American stock exchange or such other stock exchange on which the CKX common stock is then listed (“NYSE American”) and created for purposes of acting as the administrator of the Stock Plan (the Board or any administrative committee with responsibility for the Stock Plan is referred to herein as the “Committee”);

3.           The Committee shall have all appropriate discretionary authority with respect to the Stock Plan, including discretion as to the types of equity-based grants to be made, the persons to whom such grants are to be made, the terms and conditions to which any such equity-based grants are made and the number of shares of CKX’s common stock subject to any particular grants;

4.           The Stock Plan shall permit any portion of the shares available for grant to be granted to Executive;

5.           It is generally intended that all grants under the Stock Plan shall be in the form of Stock Awards, although the Stock Plan may permit other forms of equity grants;

6.           Stock Awards that are granted to Executive are anticipated to consist of a mix of time-vested and performance-vested Stock Awards, with the time-vested Stock Awards representing 21.5% of the total number of Stock Awards granted to Executive, and 78.5% of the Stock Awards granted Executive becoming vested on the basis of the performance of CKX;

7.           The Stock Awards that are granted with vesting based on time (the “Time Vested Stock Awards”) will have the following characteristics:

(a)    The vesting schedule shall be based on a three year period, with the beginning of the three year period being July 15, 2021; provided, however, that (i) the vesting of Executive’s Time Vested Stock Awards shall accelerate in the circumstances set forth in and in accordance with Section 6(a) and Section 6(c) of the Agreement; and (ii) if there is a change in control event of CKX (as that term is defined in the Stock Plan) (a “Change in Control”), a pro rata amount of Executive’s unvested Time Vested Stock Awards shall vest according to the number of months of the vesting period that have elapsed as of the date of such event or termination, plus six months.

(b)    The normal vesting schedule will be as follows:

6

(i)    On July 15, 2022, the Time Vested Stock Awards shall become vested as to 19.05% of the Time Vested Stock Awards;

(ii)    On the July 15, 2023, the Time Vested Stock Awards shall become vested as to an additional 33.33% of the Time Vested Stock Awards; and

(iii)    On July 15, 2024, the remaining Time Vested Stock Awards shall become vested;

8.           The Stock Awards that are granted with vesting based on performance (the “Performance Stock Awards”) shall vest on the basis of the following stock price vesting targets, and the vesting percentages shall apply to all Performance Stock Awards, without regard to the actual date the Performance Stock Awards are granted:

(a)    If the closing price of CKX’s common stock on the NYSE American equals or exceeds $12.00 for at least ten consecutive trading days at any time during the period starting July 15, 2021 through July 15, 2024 (the “Performance Period”), CKX shall issue to Executive a number of shares of common stock equal to 11.27% of the grantee’s Performance Stock Awards;

(b)    If the closing price of CKX’s common stock on the NYSE American equals or exceeds $13.00 for at least ten consecutive trading days at any time during the Performance Period, CKX shall issue to Executive a number of shares of common stock equal to an additional 18.47% of the Performance Stock Awards (in addition to any shares that have been issued pursuant to Section 8(a));

(c)    If the closing price of CKX’s common stock on the NYSE American equals or exceeds $14.00 for at least ten consecutive trading days at any time during the Performance Period, CKX shall issue to Executive a number of shares of common stock equal to an additional 16.86% of the Performance Stock Awards (in addition to any shares that have been issued pursuant to Section 8(a) or Section 8(b));

(d)    If the closing price of CKX’s common stock on the NYSE American equals or exceeds $14.50 for at least ten consecutive trading days at any time during the Performance Period, CKX shall issue to Executive a number of shares of common stock equal to an additional 22.37% of the Performance Stock Awards (in addition to any shares that have been issued pursuant to Section 8(a), Section 8(b) or Section 8(c); and

(e)    If the closing price of CKX’s common stock on the NYSE American equals or exceeds $15.00 for at least ten consecutive trading days at any time during the Performance Period, CKX shall issue to Executive a number of shares of common stock equal to an additional 31.03% of the Performance Stock Awards (in addition to any shares that have been issued pursuant to Section 8(a), Section 8(b), Section 8(c) or Section 8(d)).

9.           Any Stock Awards of Executive that are not vested as of the date of any termination of employment or service with CKX of Executive shall be forfeited, except to the extent accelerated vesting is provided for (as in the case of termination of Executive without Cause, as to Time Vested Stock Awards);

7

10.          The Committee may take whatever action it deems necessary or desirable with respect to any unvested Stock Awards that do not vest automatically in the event of a Change in Control, provided that the Committee gives Executive an opportunity to take appropriate action with respect to such unvested awards if the Committee’s action would limit Executive’s rights.

11.          The applicable Stock Award agreements and/or the Stock Plan shall provide for settlement of all vested Stock Awards to be made in the form of the issuance of shares of CKX common stock corresponding to the number of vested Stock Awards, with issuance of such shares to be made no later than sixty days following the date such Stock Awards became vested; provided, however, that issuance of such shares shall be subject to Executive entering into appropriate arrangements with CKX so as to provide CKX with sufficient cash to pay any required withholding for federal, state and/or local income and wage taxes.

8

EXHIBIT B

SCOTT STEPP’S OTHER BUSINESS INTERESTS

● Matilda Stream Management, Inc. – Chief Investment Officer

● Cascade Varsity, LLC – Board Member

● St. C Investors, LLC – Managing Member

9

EX-99.1

Exhibit 99.1

CKX Lands, Inc.

Physical Address

2417 Shell Beach Drive

Lake Charles, Louisiana 70601

Mailing Address

PO Box 1864

Lake Charles, LA 70602

(337) 493-2399

www.ckxlands.com

Contact: William G. Stream

President and Treasurer

(337) 493-2399

CKX LANDS ANNOUNCES APPOINTMENT OF SCOTT STEPP AS CHIEF FINANCIAL OFFICER

LAKE CHARLES, LA. (May 9, 2022) — CKX Lands, Inc. (NYSE American: CKX) (“CKX” or the “Company”), announced that Scott Stepp has been appointed Chief Financial Officer, a new position within the Company, effective today. Concurrent with Mr. Stepp’s appointment, Gray Stream will relinquish the role of Treasurer. Mr. Stream will continue as Chairman and President of CKX. Mr. Stepp commented, “I am humbled by the opportunity to serve alongside Gray and the rest of the CKX team. CKX has a rich history, and I look forward to being a resource for the Board and CKX shareholders going forward.”

CKX President Gray Stream noted, “I am pleased to welcome Scott to the CKX management team. He brings a wealth of knowledge and experience that will be valuable to CKX and its shareholders.”

Scott Stepp has over 20 years of investment banking, as well as public and private investment experience, most recently as the Chief Investment Officer of Matilda Stream Management, Inc., a single family office based in Lake Charles, LA where he has worked for the past 8 years. Previously, Mr. Stepp held executive positions at investment banks and broker dealers, where he focused primarily on credit and special situations equity investments and research. Mr. Stepp holds a BA degree from Georgetown University.

XML

Document And Entity Information	May 05, 2022
Document Information [Line Items]
Entity, Registrant Name	CKX LANDS, INC.
Document, Type	8-K
Document, Period End Date	May 05, 2022
Entity, Incorporation, State or Country Code	LA
Entity, File Number	1-31905
Entity, Tax Identification Number	72-0144530
Entity, Address, Address Line One	2417 Shell Beach Drive
Entity, Address, City or Town	Lake Charles
Entity, Address, State or Province	LA
Entity, Address, Postal Zip Code	70601
City Area Code	337
Local Phone Number	493-2399
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	CKX
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000352955