WARRIOR MET COAL INC
For the period ended Apr 23, 2025. Filed Mar 13, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 23, 2025 · Filed Mar 13, 2025
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant
☒
Filed by a Party other than the Registrant
☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material under §240.14a-12 |
|---|
Warrior Met Coal, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|
| ☐ | Fee paid previously with preliminary materials |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
|---|
2024 WARRIOR PROXY STATEMENT
Dear Fellow Stockholders, We are pleased to share another strong year of growth for Warrior. In 2024, Warrior delivered a 6% increase in sales volumes and an 8% increase in production volumes compared to 2023, meeting or exceeding all guidance targets despite steelmaking coal prices reaching the lowest levels since 2021. Further to our priority of delivering long-term value to our stockholders, we also returned approximately $44 million in dividends to stockholders throughout the year.
One of our strategic areas of focus for the year remained continued progress developing and investing in our world-class Blue Creek Mine project. We expect Blue Creek to transform Warrior’s market position in the steelmaking industry, unlocking access to approximately 120 million short tons, and enabling Warrior to continue our proven track record of creating value. Thanks to the team’s efforts, we have started continuous miner unit production at Blue Creek on time during the fourth quarter of 2024 and expect the longwall to begin no later than the second quarter of 2026, all within budget. We anticipate Blue Creek to create an additional 350-plus jobs and are working to invest in our talent programs to ensure we can attract and retain the skilled employees needed for the success of this operation.
Safety remains our top priority, and we are proud to have achieved another year of safety leadership, with a 19% improvement in safety incidence rate compared to 2023 and a total incidence rate 65% lower than the national average for underground coal mines. The safety, wellbeing and continuous development of our more than 1,300 talented employees is paramount to everything we do, and the Board takes seriously its oversight responsibility of all human capital management.
We are grateful for all stockholders who have met with us throughout 2024 and engaged in insightful discussions. In response to stockholder feedback and the voting outcomes at last year’s annual meeting, our Board has implemented a number of actions related to corporate governance, human capital and talent management, and executive compensation. Additionally, the Board enhanced its governance policies to strengthen the Board’s risk oversight mechanisms as it relates to operational safety, cybersecurity and regulatory compliance.
We believe that Warrior is well positioned to continue delivering value for our stockholders as we advance our position as a leading producer and exporter of premium-quality steelmaking coal in the United States.
On behalf of the full Board and Warrior team, thank you for your continued support.
Sincerely,
J. BRETT HARVEY
Chairman
March 13, 2025
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
WARRIOR MET COAL, INC.
| Date: Wednesday, April 23, 2025 | Time: 9:00 a.m. (Central Time) | Place: Virtual Attendance Only |
|---|
Business of the Annual Meeting of Stockholders
Instructions on how to participate in the virtual annual meeting can be found atwww.cesonlineservices.com/hcc25_vm. The annual meeting of Warrior Met Coal, Inc. (the “Company”) is being held for the following purposes:
| (1) | To elect five director nominees to the Board of Directors; |
| (2) | To hold a non-binding advisory vote on the compensation of the Company’s named executive officers (the “NEOs”); |
| (3) | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; |
| (4) | To vote on a non-binding stockholder proposal if properly presented at the 2025 Annual Meeting of Stockholders; and |
| (5) | To transact such other business as may properly come before the annual meeting and any adjournment or postponement thereof. |
The Board of Directors recommends that you vote FOR each of the five director nominees; FOR the approval on an advisory basis of the compensation of the Company’s NEOs; and FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
The Board of Directors recommends that you vote AGAINST the stockholder proposal.
Only stockholders who owned shares of our common stock at the close of business on March 4, 2025 are entitled to notice of and to vote at this annual meeting or any adjournments or postponements that may take place.
You may only participate in the virtual annual meeting by registering in advance at www.cesonlineservices.com/hcc25_vm prior to the deadline of 9:00 a.m. (Central Time) on April 22, 2025. Please have the control number included on your Notice of Internet Availability of Proxy Materials or proxy card available, and follow the instructions to complete your registration request. Upon completing registration, participants will receive further instructions via email, including unique links that will allow them to access the virtual annual meeting and will permit them to submit questions and vote during the meeting. There is no physical location for the annual meeting.
| Warrior | 2025 Proxy Statement | i |
Whether or not you plan to participate in the virtual annual meeting, we urge you to review these materials carefully, which are available atwww.viewourmaterial.com/HCC, and to vote by one of the following means.
By Internet: Please follow the instructions on your Notice of Internet Availability of Proxy Materials or the proxy card. You will need the control number included on your Notice or proxy card to vote electronically. Your Internet vote must be received by 11:59 p.m. Eastern Daylight Time on April 22, 2025 in order to be counted for the annual meeting.
By Telephone: Call the toll-free telephone number shown on your Notice of Internet Availability of Proxy Materials or proxy card. You will need the control number included on your Notice or proxy card in order to vote by telephone. Your telephone vote must be received by 11:59 p.m. Eastern Daylight Time on April 22, 2025 in order to be counted for the annual meeting.
By Mail: You may request from the Company a hard copy of the proxy materials, including the proxy card, by following the instructions on your Notice of Internet Availability of Proxy Materials. If you request and receive the proxy card, please mark your selections on the proxy card, date and sign your name exactly as it appears on the proxy card and mail the proxy card in the pre-paid envelope that will be provided to you. Mailed proxy cards must be received no later than April 22, 2025 in order to be counted for the annual meeting.
By Order of the Board of Directors
KELLI K. GANT
Chief Administrative Officer and Corporate Secretary
This Proxy Statement and the accompanying instruction form or proxy cardare being made available on or about March 13, 2025.
| ii | Warrior | 2025 Proxy Statement |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.