Form 8-K - Current report

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): December 2, 2024

ALPHA METALLURGICAL RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


001-38735			81-3015061
(Commission File Number)			(I.R.S. 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	AMR	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. ¨


TABLE OF CONTENTS

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 9.01 Financial Statements and Exhibits
Signatures
Exhibit Index

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

On December 2, 2024, David J. Stetson, the chair of the board of Alpha Metallurgical Resources, Inc. (the “Company”) (the “Board”) advised the Board that he would resign from the Board effective December 13, 2024. Mr. Stetson advised the Board that his resignation was not the result of any disagreement with the Company.

On December 6, 2024, the Board appointed Michael Gorzynski, who presently serves as the Board’s lead independent director, as chair of the Board, effective as of December 13, 2024. Also on December 6, 2024, the Board approved a decrease in the size of the Board from seven members to six members, effective December 13, 2024.

On December 6, 2024, the Company issued a press release regarding these developments. That release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit 99.1			Press Release dated December 6, 2024
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 duly authorized undersigned.


	Alpha Metallurgical Resources, Inc.

Date: December 6, 2024	By:	/s/ J. Todd Munsey
		Name: J. Todd Munsey
		Title: Chief Financial Officer

EXHIBIT INDEX


Exhibit No.			Description
Exhibit 99.1			Press Release dated December 6, 2024
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)


FOR IMMEDIATE RELEASE

Alpha’s Chairman Stetson Announces Planned Departure

Lead Independent Director Gorzynski to Assume Chairman Role

BRISTOL, Tenn., Dec. 6, 2024 – Alpha Metallurgical Resources, Inc. (NYSE: AMR), a leading U.S. supplier of metallurgical products for the steel industry, today announced the retirement of chairman David Stetson from its board of directors, effective December 13, 2024. Stetson’s departure, which is not a result of any disagreement with the company, comes after his significant and successful tenure with Alpha during which the company paid off its long-term debt and posted record revenue generation.

Concurrent with Stetson’s departure, lead independent director Michael Gorzynski will assume the role of chairman of the board. Earlier today, Alpha’s board approved Gorzynski’s appointment as chairman, as well as a decrease in the board’s size from seven to six members, effective December 13, 2024.

“It is hard to articulate the immense contributions David has made to this company and the lasting legacy he leaves at Alpha,” said Michael Gorzynski, Alpha’s lead independent director. “His visionary leadership set the company on a transformative path to improved financial strength and the potential for continued long-term, industry-leading success. We will miss David as a member of our board, and we cannot thank him enough for all he has done for the company and its people. I am honored to take over the board chairmanship from David and continue working with Andy and our exceptional management team in this new capacity.”

“There is no greater honor than to be part of an executive team whose accomplishments have positively impacted all of its stakeholders,” said David Stetson. “Over my tenure at Alpha, the company has provided stable, safe and rewarding employment, contributed resources and improved lives in the communities in which it operates, has been a steward of the environment, served as a reliable and high-quality source of products for its customers, and delivered great returns to its shareholders. As I have repeatedly noted in my public comments, the Alpha leadership team is the best in class, and I am confident that the accomplishments to date will pale in comparison to where they lead Alpha in the future.”

Andy Eidson, Alpha’s chief executive officer, commented: “On behalf of the executive team and all Alpha employees, I want to thank David for his more than eight years of service to this organization. There is not adequate room to list David’s many accomplishments, but he provided bold and effective

leadership not only for our company, but also for the broader coal industry. He was instrumental in establishing the Metallurgical Coal Producers Association, an organization devoted to advocacy around metallurgical coal and its benefits, which has grown significantly since its inception. And at Alpha, David shared insight and advice, both while he served as our chief executive and as a guiding voice on the board. He provided invaluable mentorship to me as I took the reins as CEO a couple years ago, and I consider him a trusted friend. While we will miss him greatly, we are grateful for his loyal service to Alpha over these many years. Looking forward, I have the highest level of confidence in the leadership of Mike Gorzynski, and I welcome the opportunity to work with him as he takes over as board chairman.”

About Alpha Metallurgical Resources

Alpha Metallurgical Resources (NYSE: AMR) is a Tennessee-based mining company with operations across Virginia and West Virginia. With customers across the globe, high-quality reserves and significant port capacity, Alpha reliably supplies metallurgical products to the steel industry. For more information, visit www.AlphaMetResources.com.

Forward-Looking Statements

This news release includes forward-looking statements. These forward-looking statements are based on Alpha'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 Alpha’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 Alpha to predict these events or how they may affect Alpha. Except as required by law, Alpha 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.

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Cover	Dec. 02, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 02, 2024
Entity Registrant Name	ALPHA METALLURGICAL RESOURCES, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38735
Entity Tax Identification Number	81-3015061
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
Local Phone Number	573-0300
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	AMR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001704715