HALLADOR ENERGY CO
For the period ended May 30, 2024. Filed Apr 19, 2024.
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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.
May 30, 2024 · Filed Apr 19, 2024
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DEF 14A 1 hnrg20240417_def14a.htm FORM DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 Pursuant to §240.14a-12 |
HALLADOR ENERGY COMPANY
(Name of Registrant as Specified in Its Charter)
| 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 |
NOTICE OF
2024 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 30, 2024
1183 East Canvasback Drive
Terre Haute, IN 47802
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 30, 2024
Dear Fellow Shareholders,
It is our pleasure to invite you to our 2024 Annual Meeting of Shareholders (our "Meeting" or "2024 Annual Meeting") to be held on May 30, 2024, at 10:00 a.m. Eastern Daylight Time, at our offices at 1183 East Canvasback Drive, Terre Haute, Indiana 47802. The purpose of the Meeting is to:
| 1. | Elect six directors named in the Proxy Statement to serve for a one-year term, or until their successors are duly elected or qualified; |
| 2. | Approve, on an advisory basis, the Named Executive Officers' compensation; |
| 3. | Ratify the appointment of Grant Thornton LLP, as our independent registered public accounting firm for 2024; and |
| 4. | Transact such other business as may properly come before the Meeting. |
The foregoing items of business are more fully described in the proxy statement accompanying this notice. The Board of Directors has fixed the close of business on April 10, 2024, as the record date for determining shareholders of Hallador Energy Company entitled to receive notice of and vote at the 2024 Annual Meeting and any adjournment or postponement thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE 2024 ANNUAL MEETING IN PERSON, WE URGE YOU TO VOTE YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET, AS PROVIDED IN THE ENCLOSED MATERIALS. IF YOU REQUESTED A PROXY CARD BY MAIL, YOU MAY SIGN, DATE, AND MAIL THE PROXY CARD IN THE ENVELOPE PROVIDED.
By Order of the Board of Directors,
Ryan McManis
Corporate Secretary
April 19, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 30, 2024.
The Notice of Annual Meeting, Proxy Statement, and Annual Report for the fiscal year ended December 31, 2023, are available athttp://materials.proxyvote.com/40609P.
IMPORTANT NOTICE REGARDING ADMISSION TO THE 2024 ANNUAL MEETING
We ask that shareholders or their legal proxy holders who wish to attend the 2024 Annual Meeting register with Investor Relations no later than May 21, 2024,
by email to investorrelations@halladorenergy.com or by telephone at (303) 839-5504.
| TABLE OF CONTENTS | |
|---|---|
| Page No. | |
| GENERAL MEETING INFORMATION | 1 |
| DELIVERY OF THE PROXY MATERIALS | 1 |
| VOTING INFORMATION | 2 |
| OUR MANAGEMENT TEAM | 5 |
| PROPOSAL NO.1.: ELECTION OF DIRECTORS FOR A ONE-YEAR TERM. | 5 |
| OUR CURRENT BOARD OF DIRECTORS AND NOMINEES | 6 |
| OUR NAMED EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS | 8 |
| BOARD AND ITS COMMITTEES | 9 |
| Board Leadership and Structure | 9 |
| Cyber Security Risk and Information Oversight | 9 |
| Board Risk Oversight | 10 |
| Code of Conduct | 10 |
| Board Meetings and Attendance | 10 |
| Executive Sessions of Non-Management Directors | 10 |
| Committees | 10 |
| Criteria for Director Nominations | 12 |
| Board of Directors Diversity | 12 |
| Human Capital | 13 |
| Shareholder Engagement | 13 |
| Anti-Hedging and Anti-Pledging Policy | 14 |
| Ownership Policy | 14 |
| Compensation Recovery ("Clawback") Policy | 14 |
| Delinquent Section 16(a) Reports | 14 |
| Director Compensation | 14 |
| 2023 Director Compensation Table | 14 |
| PROPOSAL NO.2: APPROVE, ON AN ADVISORY BASIS, THE NAMED EXECUTIVE OFFICERS' COMPENSATION. | 15 |
| EXECUTIVE COMPENSATION | 16 |
| Summary Compensation Table | 16 |
| 2022 Executive Officer Plan | 16 |
| 2023 Payout Under the 2022 Executive Officer Plan | 18 |
| 2024 Executive Officer Plan | 19 |
| Outstanding Equity Awards at December 31, 2023 | 19 |
| Equity Compensation Plan Information | 19 |
| Potential Payments Upon Termination or Change in Control | 20 |
| Separation Agreement with Mr. Martin | 21 |
| Other Benefits | 21 |
| PAY VERSUS PERFORMANCE | 21 |
| Summary Table | 22 |
| Relationship Between Compensation Actually Paid and Performance Measures | 23 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 24 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 25 |
| Review and Approval of Transactions with Related Persons | 25 |
| Promissory Notes | 26 |
| Director Independence | 26 |
| PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | 26 |
| INDEPENDENT AUDITOR'S FEES AND SERVICES | 26 |
| Auditors | 26 |
| Principal Accountant Fees | 26 |
| Pre-Approval Policy | 27 |
| Audit Committee Report | 27 |
| OTHER INFORMATION | 27 |
| Proposals by Security Holders | 27 |
| Other Matters | 27 |
| Shareholder Proposals and Director Nominations for the 2025 Annual Meeting | 28 |
| Communications with the Board of Directors | 29 |
| Householding | 29 |
| Incorporation by Reference | 29 |
| Availability of SEC Filings, Code of Conduct and Committee Charters | 29 |
| Appendix | |
| Proxy Card | A-1 |
HALLADOR ENERGY COMPANY
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 30, 2024
This Proxy Statement is furnished by the Board of Directors (the "Board") of Hallador Energy Company (the "Company", "Hallador", "we" or "us") to holders of our common stock in connection with the solicitation by the Board of proxies to be voted at the 2024 Annual Meeting of Shareholders (our "Meeting" or “2024 Annual Meeting”).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.