Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
First Amended and Restated Executive Employment Agreement of William Gray Stream
On May 9, 2022, CKX Lands, Inc. (the "Registrant") entered into a First Amended and Restated Executive Employment Agreement (the "Amended Stream Agreement") with William Gray Stream, its Chairman and President. The Agreement compiles Mr. Stream's original Executive Employment Agreement effective July 15, 2020 (the "Original Agreement") and two amendments to the Original Agreement into one document and makes additional amendments to the Original Agreement. Specifically, the Amended Stream Agreement clarifies that any performance shares granted to Mr. Stream under the Registrant's Stock Incentive Plan will vest if the closing price of the Registrant's common stock on the NYSE American equals or exceeds certain price targets for at least ten consecutive trading days at any time during the term of the Agreement, which began on July 15, 2020. Further, in connection with the appointment of Scott Stepp, discussed below, the Amended Stream Agreement provides that Mr. Stream holds only the office of President, so he will no longer also hold the position of Treasurer.
The Amended Stream Agreement is filed as exhibit 10.1 to this report and is incorporated into this Item 5.02 by reference. The foregoing description of the Amended Stream Agreement is qualified in its entirety by reference to such exhibit.
Appointment of Scott Stepp
On May 5, 2022, the Board of Directors of the Registrant voted to approve the appointment of Scott Stepp as the Registrant's Chief Financial Officer ("CFO") effective May 9, 2022 (the "Effective Date"). In connection with Mr. Stepp's appointment and as mentioned above, William Gray Stream, the Registrant's Chairman and President, ceased serving in the role of Treasurer on the Effective Date.
Mr. Stepp, who is 44, has been the Chief Investment Officer since 2014 of Matilda Stream Management, Inc. ("MSM"), a private family office and investment holding company that manages a diverse set of operating businesses, investments and assets, including approximately 100,000 acres of land in Louisiana. Mr. Stream is the President of MSM, which provides administrative and accounting services to the Company for no compensation. Mr. Stepp will maintain his position with MSM.
In connection with his appointment, Mr. Stepp and the Registrant entered into an Executive Employment Agreement (the "Stepp Agreement") effective on the Effective Date for a term of employment ending July 15, 2024. The Stepp Agreement is substantially similar to the Amended Stream Agreement. The Stepp Agreement can be terminated by the Registrant without cause and by Mr. Stepp without good reason at any time on 30 days' notice. Mr. Stepp is not entitled to any cash compensation under the Stepp Agreement. However, it does entitle Mr. Stepp to receive restricted stock units and performance shares under the Registrant's Stock Incentive Plan. Restricted stock units would vest in three annual increments over a three-year vesting period starting July 15, 2021. Performance shares would vest in increments if the closing price of the Registrant's common stock on the NYSE American equals or exceeds certain price targets for at least ten consecutive trading days during the same three-year period. Stock awards that are not vested as of the date Mr. Stepp's employment ends would be forfeited, except that if:
? the Registrant terminates Mr. Stepp's employment without cause,
? Mr. Stepp resigns with good reason,
? Mr. Stepp's employment ends due to his death or disability, or
? there is a change of control of the Registrant,
a pro rata amount of his unvested restricted stock units will vest according to the number of months of the vesting period that have elapsed, plus six months.
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The Stepp Agreement is filed as exhibit 10.2 to this report and is incorporated into this Item 5.02 by reference. The foregoing description of the Stepp Agreement is qualified in its entirety by reference to such exhibit.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Registrant held its annual meeting of shareholders on May 5, 2022. At the meeting, the shareholders were requested to: (1) elect directors; (2) approve, in a non-binding advisory vote, the compensation of the Registrant's Named Executive Officers; (3) consider and act upon a proposal to ratify the selection of MaloneBailey LLP as the Registrant's independent registered public accounting firm for the fiscal year ending December 31, 2022; (4) consider and act upon a proposal to amend the Registrant's Restated Articles of Incorporation to increase the Registrant's authorized common stock to 100 million shares; (5) consider and act upon a proposal to amend the Registrant's Restated Articles of Incorporation to authorize 5 million shares of preferred stock and (6) consider and act upon a proposal to adjourn the annual meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there were insufficient votes to adopt one or more of the forgoing proposals.
The following are the final voting results on proposals considered and voted upon at the meeting, which are more fully described in the Registrant's proxy statement filed on April 1, 2022.
1. The stockholders voted to re-elect the following directors by the votes set
forth below:
Number of Shares
Nominee For Withheld Broker Non-Votes
Lee W. Boyer 952,765 22,133 383,289
Keith Duplechin 912,855 62,043 383,289
Daniel J. Englander 913,462 61,436 383,289
Max H. Hart 953,173 21,725 383,289
Lane T. LaMure 952,948 21,950 383,289
Eugene T. Minvielle, IV 953,148 21,750 383,289
William Gray Stream 952,364 22,534 383,289
Mary Leach Werner 913,424 61,474 383,289
2. The stockholders voted to approve, in a non-binding advisory vote pursuant to
Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the compensation of the Registrant's Named Executive Officers, as
disclosed pursuant to Item 402 of Securities and Exchange Commission
Regulation S-K, including the compensation tables and narrative disclosures,
in the Registrant's definitive proxy statement filed on April 1, 2022, by the
votes set forth below:
For Against Abstain Broker Non-Vote
895,446 62,959 16,493 383,289
3. The stockholders voted to ratify the selection of MaloneBailey LLP as the
Registrant's independent registered public accounting firm for the fiscal
year ending December 31, 2022, by the votes set forth below:
For Against Abstain Broker Non-Vote
1,338,052 914 19,221 0
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4. The stockholders did not approve a proposal to amend the Registrant's
Restated Articles of Incorporation to increase the Registrant's authorized
common stock to 100 million shares, by the votes set forth below. Approval of
the proposal required the affirmative vote of a majority of the shares
outstanding.
For Against Abstain Broker Non-Vote
789,389 181,521 3,988 383,289
5. The stockholders did not approve a proposal to amend the Registrant's
Restated Articles of Incorporation to authorize 5 million shares of preferred
stock, by the votes set forth below. Approval of the proposal required the
affirmative vote of a majority of the shares outstanding.
For Against Abstain Broker Non-Vote
784,069 186,781 4,048 383,289
6. The stockholders voted to approve the proposal to adjourn the annual meeting
to a later date or dates if necessary or appropriate to solicit additional
proxies if there were insufficient votes to adopt any of the above proposals,
by the votes set forth below. Although the two proposals to amend the
Registrant's Restated Articles of Incorporation to increase the number of
shares of authorized common stock and to authorize preferred stock did not
have sufficient votes to pass, the Registrant's Board of Directors determined
not to move to adjourn the meeting to a later date to solicit additional
votes in favor of these proposals.
For Against Abstain Broker Non-Vote
1,210,033 134,767 13,387 0
Item 7.01 Regulation FD Disclosure.
On May 9, 2022, the Registrant issued a press release regarding Mr. Stepp's appointment as CFO as disclosed in Item 5.02 above. A copy of the press release is furnished herewith as Exhibit 99.1.
In accordance with General Instruction B.2, the information contained in this Item 7.01 and the attached Exhibit 99.1 is being "furnished" to the SEC and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specifically identified as being incorporated therein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
10.1+ First Amended and Restated Executive Employment Agreement between the
Registrant and William Gray Stream dated May 9, 2022.
10.2+ Executive Employment Agreement between the Registrant and Scott Stepp
dated May 9, 2022.
99.1 Press Release of CKX Lands, Inc. dated May 9, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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+ Management contract or compensatory plan or arrangement.
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