HCC Warrior Met Coal, Inc. - 8-K

Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of Warrior Met Coal, Inc. (the “Company”) adopted the Warrior Met Coal, Inc. 2026 Equity Incentive Plan (the “2026 Equity Plan”) on February 10, 2026 and submitted the 2026 Equity Plan for stockholder approval at the 2026 Annual Meeting of Stockholders of the Company on April 20, 2026 (the “Annual Meeting”). The Company’s stockholders approved the 2026 Equity Plan at the Annual Meeting.

A detailed description of the terms of the 2026 Equity Plan was set forth in Proposal 2 in the Company’s Definitive Proxy Statement on Schedule 14A (the “2026 Proxy Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 10, 2026, which description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the 2026 Equity Plan, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Summarized below are descriptions of the matters voted on at the Annual Meeting and the final results of such voting:

Proposal 1 – Election of Directors . The stockholders elected each of the six director nominees to serve as directors until the Company’s 2027 Annual Meeting of Stockholders and until a successor is duly elected and qualified. Each nominee was a current director of the Company who was re-elected. The voting for the directors at the Annual Meeting was as follows:

Name

Votes For

Votes Against

Abstentions

J. Brett Harvey

44,028,675

638,915

10,131

Kimberly Y. Chainey

44,504,778

153,942

19,001

Walter J. Scheller, III

44,594,129

74,422

9,171

Lisa M. Schnorr

44,483,876

183,030

10,813

Alan H. Schumacher

44,548,906

148,805

10,009

Stephen D. Williams

44,475,505

192,173

10,044

Proposal 2 – Approval of the Warrior Met Coal, Inc. 2026 Equity Incentive Plan . The stockholders approved the 2026 Equity Plan. The result of the vote taken at the Annual Meeting was as follows:

Votes For

Votes Against

Abstentions

43,771,418

890,146

16,153

Proposal 3 – Advisory Vote on Executive Compensation . The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in accordance with Commission compensation disclosure rules. The result of the vote taken at the Annual Meeting was as follows:

Votes For

Votes Against

Abstentions

43,732,168

928,162

17,389

3

Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm . The stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026. The result of the vote taken at the Annual Meeting was as follows:

Votes For

Votes Against

Abstentions

47,633,209

98,751

10,879

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

10.1

Warrior Met Coal, Inc. 2026 Equity Incentive Plan (incorporated by reference to Exhibit 4.6 to Warrior Met Coal, Inc.’s Registration Statement on Form S-8 (File No. 333-295185) filed with the Commission on April 20, 2026).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

4