Ramaco Resources, Inc. (METC)
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AGM 2026

Jun 10, 2026

Summary

Shareholders approved all proposals, including director elections, auditor ratification, and incentive plan expansion. Record liquidity and production growth were highlighted, along with strategic moves into critical minerals.

Operator

Welcome to the annual meeting for Ramaco Resources, Inc. Our host for today's call is Randall Atkins, CEO and Chairman. I will now turn the call over to your host, Mr. Atkins. You may begin.

Randall Atkins
Chairman and CEO, Ramaco Resources, Inc

Thank you. Good morning and welcome to the annual shareholders meeting of Ramaco Resources. As the operator said, I am Randall Atkins, Chairman and CEO of Ramaco. It is my pleasure to welcome you this morning. This meeting is being conducted remotely by live webcast to allow us to reach a greater number of shareholders than could be present. We will hold the meeting in two parts. First, we are going to go through the business portion of our meeting, and then we will have a brief Q&A period for shareholders afterwards. The meeting is now officially called to order.

The Board of Directors has called this meeting pursuant to our articles of incorporation. We have appointed Evan Jenkins to act as Secretary of the meeting, who is our Vice-Chairman and Secretary. For a few housekeeping matters, after the formal meeting and presentation, we will take general questions from validated shareholders or their proxy.

If you have a question, log in to the meeting website and type your question in the Submit a Question inbox. Please limit questions to matters on the agenda. Copies of that are provided on the shareholder meeting website, along with the rules of conduct. Although this meeting is being officially recorded, no one attending via the webcast or telephone is permitted to use any recording device. With that, I would like to ask Evan Jenkins to report on first, the mailing of the notice of this meeting and proxy statement, and secondly, the presence of our quorum to conduct business. Evan?

Evan Jenkins
Vice-Chairman and Secretary, Ramaco Resources, Inc

Thanks, Randy. The Board of Directors fixed April 20th, 2026, as the record date for determining shareholders entitled to vote at this meeting. An affidavit has been delivered attesting that the documents were mailed to all shareholders as of April 27th, 2026. As required by our bylaws, a list of the shareholders entitled to vote at this meeting has been available for inspection at company headquarters for the past 10 days and is also available during this meeting. Mr. Chairman, I present the following. The notice of meeting stating the annual meeting's time, place, and purpose.

The shareholder list provided by Computershare, our transfer agent, showing the holders of Ramaco's combined Class A and Class B common stock as of the record date of April 20, 2026, which shows there were 65,677,144 shares of Ramaco Class A and Class B common stock issued and outstanding. The affidavit of mailing, where Broadridge Financial Solutions certifies that they commenced on April 27, 2026, the mailing of a copy of Ramaco's proxy statement and proxy card to each of the shareholders of record, and each of the proxy forms submitted to Ramaco appointing proxies. The notice, shareholder list, and affidavit of mailing will be filed with the minutes of this meeting. There are now present today, in person or by proxy, a majority of the voting power of all issued and outstanding common stock entitled to vote.

A quorum is present for voting on the proposals as set forth in the notice.

Randall Atkins
Chairman and CEO, Ramaco Resources, Inc

Thanks, Evan. Now that notice is given, proxy forms received, and a quorum constituted, this meeting is declared properly convened and officially open for the transaction of business. First, I'd like to appoint Louis Larsen of L- Squared Elections to act as Inspector of Elections for this meeting. I request that he execute the duties of that office with impartiality, record the vote of Ramaco shareholders, and make a true report of the vote. Second, proposals for consideration today are set forth in the proxy statement. Any shareholder may vote on the proposals today by online ballot, regardless of whether you already voted and submitted a proxy. However, if you have already voted by proxy, you do not need to vote again by ballot unless you want to change your previous vote.

If you have either not previously voted by proxy or if you submitted a proxy and wish to change your vote now, please do so using the quote Vote tab on the shareholder meeting website. I'm going to pause briefly after the announcement of the proposals to allow for the online casting, collection, and totaling of any submitted ballots. As more fully set forth in the proxy statement, here are the proposals we're considering today. The first proposal on our agenda is the election of three persons as directors of the company. Each would hold office until the 2029 annual meeting or until their successors are duly elected and qualified. The three nominees for election designated by the Board of Directors are Bryan H. Lawrence, David E. K. Frischkorn, Jr., and Michael R. Graney.

The second proposal is to vote to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the year ending December 31, 2026. The third proposal is to vote to approve an amendment to the Ramaco Resources, Inc. Long-Term Incentive Plan to increase the number of shares of Class A common stock subject to the LTIP by an additional 4 million shares.

The fourth proposal is to vote to approve, on an advisory basis, the compensation paid by the company to its named executive officers as reported in the proxy statement. All of these proposals are explained in much greater detail in the proxy statement. The board of directors has unanimously recommended that shareholders vote for the election of each of these three identified nominees standing for election as set forth in Proposal 1 and 4, Proposals 2, 3, and 4.

With that, we will now proceed to the vote. I declare the polls open. While the voting commences, I'll go through a few business highlights from the past year. I'll start with our core business. We had record liquidity in 2025, where we raised almost over $1 billion in new capital. Our balance sheet is now in the strongest position in our history, in spite of a very challenging current state of the metallurgical coal markets. We ended the fourth quarter with record liquidity of over $500 million, which was up more than 275% year-over-year. This has allowed us to move forward with our transition into a dual-platform critical minerals company. Last year, we also had record production.

We grew our metallurgical coal production to almost 4 million tons, which marked the company's fifth consecutive year of production growth. This record is the longest continuous production growth curve among the public met coal peer group. We also enjoyed first quartile cash mine cost. We ended the year with cash mine cost per ton of $92. Our cash costs continue to remain in the first quartile of the U.S. cost curve. The fourth quarter cash cost figured also represented the company's strongest quarter in terms of cash cost per ton in four years. Lastly, with respect to our Brook Mine, we expect to release in a few weeks a new conceptual report on the Brook Mine being prepared by an engineering firm called Hatch.

This will be a revised commercial and technical feasibility analysis, which looks at the processing of these critical minerals using a new patented process we have developed, which we call carbochlorination, to take our coal-based feedstock to critical mineral oxides and rare earth concentrates. I hope this report will provide some new perspective on what we'll be hoping to accomplish as we develop this unique asset. Now with that brief overview, and now that everyone has had the opportunity to vote, I declare the polls for the 2026 annual meeting closed. Evan, please proceed with announcing the results.

Evan Jenkins
Vice-Chairman and Secretary, Ramaco Resources, Inc

Thanks, Randy. As secretary for this meeting, I am pleased to announce that, according to the preliminary report of the Inspector of Elections, number one, each nominee for election to the board of directors has received sufficient votes and is therefore duly elected. Second, the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the year ending December 31, 2026, was ratified. Third, the amendment to the Ramaco Resources, Inc. Long-Term Incentive Plan to increase the number of shares of Class A common stock subject to the LTIP by an additional 4 million shares has been approved. Fourth, and finally, the compensation paid by the company to its named executive officers, as reported in the proxy statement, has been approved on an advisory basis.

The final voting results will be tallied by the Inspector of Elections and subsequently announced in accordance with the requirements of the Securities and Exchange Commission. The final report of the Inspector of Elections will be filed with the minutes of this meeting. With that, I turn it back over to you, Randy.

Randall Atkins
Chairman and CEO, Ramaco Resources, Inc

Thank you, Evan. As each of the director nominees has received sufficient votes, I declare that each director nominee has now been duly elected. Since Proposals 2, 3, and 4 each received the requisite number of four votes, I declare that Proposals 2, 3, and 4 have also been duly approved by the shareholders. With that, and there being no further business, I now close the meeting, and we are adjourned. Myself and several of our senior management are here, and we will open the floor to the Q&A portion of this session. Please note that we will take shareholder questions that are being entered on the web portal, and we'll attempt to answer as many of these pertinent questions as time permits.

Evan Jenkins
Vice-Chairman and Secretary, Ramaco Resources, Inc

Randy, we have no questions that have been submitted through the portal at this point.

Randall Atkins
Chairman and CEO, Ramaco Resources, Inc

Okay. If that be the case, then that concludes the question- and- answer session, and that was the last item on our agenda. Thank everyone for your attendance today and for your continued support of Ramaco Resources, and this concludes our 2026 annual meeting.

Operator

This now concludes the meeting. Thank you for joining, and have a pleasant day.