Form 8-K Contura Energy, Inc. For: Apr 23
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): April 23, 2019
CONTURA ENERGY, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-38735 | 81-3015061 | |
| (Commission File Number) | (IRS 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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 o
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. o
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 7.01 Regulation FD Disclosure
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.
Appointment of Interim Co-Chief Executive Officers
On April 23, 2019, the Board of Directors of Contura Energy, Inc. (the “Company”) named Charles Andrew Eidson and Mark M. Manno, as interim co-chief executive officers, effective May 7, 2019, while the Company’s search for a permanent chief executive officer is conducted.
Mr. Eidson, age 43, has served as the Company’s executive vice president and chief financial officer since July 2016. He previously served as executive vice president and chief financial officer of Alpha Natural Resources, Inc. prior to its emergence from bankruptcy proceedings in 2016 (“Alpha”), a position he held from March 2016. He previously served as Alpha’s senior vice president for strategy and business development from 2015 and as vice president for mergers and acquisitions from 2014. Prior to joining Alpha in July 2010, Mr. Eidson held several financial positions across industry sectors, including at PricewaterhouseCoopers LLP, Eastman Chemical Company, and most recently Penn Virginia Resource Partners, where he led mergers and acquisitions projects for the coal segment and managed the budgeting and planning process. Mr. Eidson holds a bachelor of science degree, cum laude, in commerce and business administration from the University of Alabama and a master of business administration degree from Milligan College.
Mr. Manno, age 48, has served as the Company’s executive vice president, chief administrative and legal officer and secretary since January 2018 and previously served as its executive vice president, general counsel, secretary and chief procurement officer from July 2016. He previously served as executive vice president, general counsel, secretary and chief procurement officer for Alpha, positions he held from December 2015. Prior to these positions, Mr. Manno served as senior vice president, chief information and sourcing officer from February 2015, and senior vice president, strategic sourcing and information technology for Alpha’s wholly owned subsidiary, Alpha Natural Resources Services, LLC, from March 2014. Mr. Manno previously served as vice president, strategic sourcing and materials management from April 2012, and also as vice president and assistant general counsel. Before joining Alpha in February 2010, Mr. Manno was general counsel and real estate division president with SJ Strategic Investments in Bristol, Tennessee. Earlier in his career, he served in multiple roles with King Pharmaceuticals, Inc. and was an attorney with Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, in Johnson City, Tennessee. Before joining the private sector, Mr. Manno was an officer in the U.S. Navy and a graduate of the U.S. Naval Academy. He completed his master of business administration degree at Mississippi State University and his law degree at the University of Memphis.
Messrs. Eidson and Manno do not have any family relationships with any of the Company’s directors or executive officers or any people nominated or chosen by the Company to become a director or executive officer. They are also not a party to any transactions described by Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On April 24, 2019, the Company issued a press release relating to the events described in this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
Exhibit 99.1 Press Release dated April 24, 2019
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 undersigned hereunto duly authorized.
Date: April 24, 2019
| Contura Energy, Inc. | ||||
| By: | /s/ Mark M. Manno | |||
| Name: | Mark M. Manno | |||
| Title: | Executive Vice President, Chief Administrative & Legal Officer and Secretary | |||
Exhibit Index
| Exhibit No. | Description |
| Exhibit 99.1 | Press Release dated April 24, 2019 |
Exhibit 99.1
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| FOR IMMEDIATE RELEASE |
Contura Announces Appointment of Interim Co-CEOs
BRISTOL, Tenn., April 24, 2019 - Contura Energy, Inc. (NYSE: CTRA), a leading U.S. coal supplier, today announced that the company’s board of directors has appointed Andy Eidson, Contura’s executive vice president and chief financial officer, and Mark Manno, Contura’s executive vice president, chief administrative and legal officer and secretary, as interim co-chief executive officers, effective May 7. As previously announced, Kevin Crutchfield, Contura’s current CEO, is resigning from the company effective May 6.
Mr. Eidson has served in his current role since the company’s launch in July 2016, having previously held the same position, and others, for Alpha Natural Resources. In addition, Mr. Eidson has served in a number of prior leadership roles across both the financial and coal industry sectors.
Mr. Manno has served in his current position since January 2018, having previously held the roles of executive vice president, general counsel, secretary and chief procurement officer from Contura’s formation in July 2016. Mr. Manno formerly served in the same roles for Alpha Natural Resources, in addition to a number of prior executive leadership and legal positions.
“Mark and Andy are long serving, dedicated and talented officers. They have earned the respect and confidence of their colleagues and the board. They are a great team," said board chairman, Neale Trangucci. "Our board has every confidence in their ability to co-lead our organization as we conduct the search for a permanent CEO.”
As previously announced, the board of directors has already launched a search process to identify Contura’s next CEO. No further changes to the company’s executive leadership are expected.
ABOUT CONTURA ENERGY
Contura Energy (NYSE: CTRA) is a Tennessee-based coal supplier with affiliate mining operations across major coal basins in Pennsylvania, Virginia and West Virginia. With customers across the globe, high-quality reserves and significant port capacity, Contura Energy reliably supplies both metallurgical coal to produce steel and thermal coal to generate power. For more information, visit www.conturaenergy.com.
FORWARD-LOOKING STATEMENTS
This news release includes forward-looking statements. These forward-looking statements are based on Contura'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 Contura’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 Contura to predict these events or how they may affect Contura. Except as required by law, Contura 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.
INVESTOR CONTACT
Alex Rotonen, CFA
423.573.0396
MEDIA CONTACTS
Rick Axthelm
423.573.0304
Emily O’Quinn
423.573.0369
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