Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective
November 23, 2020, the Board of Directors (the “Board”)
of American Resources Corporation (or the “Company”)
appointed Gerardine Botte, Ph.D. to its Board of Directors. Dr.
Botte will serve as an Independent Director and a member of the
Board’s Audit and Compensation Committees.
Dr. Botte currently serves as a Professor and the
Whitacre
Department Chair in Chemical Engineering at Texas Tech
University and is a
recognized visionary in Electrochemical Science Dr. Botte has over 21 years of experience in the
development of electrochemical processes and advanced water
treatment. She has served in leadership roles for the
Electrochemical Society and is currently the Chair of the
Electrochemical Process Engineering and Technology Division of the
International Society of Electrochemistry. Dr. Botte obtained her
Ph.D. and M.E., both in Chemical Engineering, from the University
of South Carolina, and received her B.S. in Chemical Engineering
from Universidad de Carabobo (Venezuela).
Dr. Botte will participate in the
Company’s standard independent director compensation
program, as described in the Company’s annual statement filed
with the Securities and Exchange Commission. There is no
arrangement or understanding pursuant to which Dr. Botte was
elected as a director, and there are no related party transactions
between the Company and Dr. Botte that would require disclosure
under Item 404(a) of Regulation S-K.
Additionally, effective November 23, 2020, Randal Stephenson
transitioned from his role as Independent Director and Chairman of
the Audit Committee to a new role as the inaugural member of the
Company’s Strategic Advisory Board. The Strategic Advisory
Board’s goal is to aid in the advancement of the
Company’s operations to economically deliver raw materials
products through leveraging expertise of diverse industry
backgrounds, and to provide relationship support, industry support
and overall guidance and insights into American Resources’
growth cycles of all three divisions. The
Strategic Advisory Board function is an informal committee that
will assist the Company in its overall development and growth as
well as strengthening its specific industry footprints. In Mr.
Stephenson’s replacement, Michael Layman, who has served as
an Independent Director and member of the Audit Committee for
American Resources Corporation, has been appointed to Chairman of
the Audit Committee. Mr. Stephenson’s decision to
transition to a new role on the Company’s Strategic Advisory
Committee was not due to any disagreement with the Company,
including with respect to any matter relating to the
Company’s operations, policies or practices.
Furthermore,
effective November 23, 2020, the five Directors and Mr. Stephenson
each received compensation for their role on the Board of Directors
or the Strategic Advisory Board for the calendar year 2021 the
amount of 25,000 options each. The options have a strike price of
$1.64 per share, the closing share price on November 23, 2020, are
immediately issued and vested to each respective person, and have a
seven-year term.
Lastly, effective November 23, 2020 the Company’s Board of
Directors and Compensation Committee formalized employment
agreements (the “Agreement(s)”) for the following
officers: Mark C. Jensen, Chief Executive Officer, Thomas M. Sauve,
President, and Kirk P. Taylor, Chief Financial
Officer.
Upon entering into Agreements with Mr. Jensen, Mr. Sauve and Mr.
Taylor, documenting their compensation and other terms and
conditions of their employment, this Current Report on Form 8-K is
being filed by the Company to disclose the material terms and
conditions of the Agreements and the Agreements are being attached
as Exhibits 1.1, 1.2 and 1.3 hereto and incorporated herein by
reference.
