APPLIED MINERALS, INC. (OTCMKTS:AMNL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 7, 2016, the stockholders of the Company approved the
2016 Incentive Plan. A summary of the planis set forth below. The
Plan is filed as Exhibit 99.1
Purpose
The purpose of the 2016 Incentive Plan is to enhance the
profitability and value of the Company for the benefit of its
stockholders by enabling the Company to offer eligible employees,
consultants, and non-employee directors incentive awards in order
to attract, retain and reward such individuals and strengthen the
mutuality of interests between such individuals and the Companys
stockholders.
Administration
The 2016 Incentive Plan is administered by a committee (the
Committee), which
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(a)with respect to the application of this Plan to Eligible |
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(b)with respect to the application of this Plan to |
Currently, the Compensation Committee of the Board, which meets
these requirements in (a) above, serves as the Committee under
the 2016 Incentive Plan with regard to employees and consultants.
Our Board serves as the Committee with respect to the application
of the 2016 Incentive Plan to non-employee directors.
The Committee has full authority to administer and interpret the
2016 Incentive Plan, to grant awards under the 2016 Incentive
Plan, to determine the persons to whom awards will be granted, to
determine the types of awards to be granted, to determine the
terms and conditions of each award, to determine the number of
shares of Common Stock to be covered by each award and to make
all other determinations in connection with the 2016 Incentive
Plan and the awards thereunder as the Committee, in its sole
discretion, deems necessary or desirable. The Committee has
substantial discretion in administering the Plan.Some of the
areas in which the Committee has discretion follow.It is
unnecessary for purposes of deductibility under Section 162(m) to
make the grant or vesting of stock options and stock appreciation
rights dependent on the achievement of pre-established
performance goals and under the 2016 Incentive Plan. The
Committee has the discretion as to whether the grant or vesting
any options and stock appreciation rights granted will be
conditioned under the achievement of pre-established performance
goals.In addition, the deductibility under Section 162(m) of
Excess Amounts realized as a result of other types of awards
requires that the awards must be conditioned under the
achievement of pre-established performance goals.The Committee
has the power and discretion to grant such awards that are not be
conditioned under the achievement of pre-established performance
goals.Further, the Committee has the right to waive at the time
of grant or thereafter minimum vesting periods.
The terms and conditions of individual awards are set forth in
written agreements that are consistent with the terms of the 2016
Incentive Plan.
No awards may be granted under the 2016 Incentive Plan after
September 7, 2026. Awards granted prior to such date, however,
may extend beyond such date and the provisions of the 2016
Incentive Plan will continue to apply thereto.
No award (other than a stock option and stock appreciation right)
that is intended to be performance-based under Section162(m) of
the Code will be granted on or after the first meeting of the
Companys stockholders that occurs in the fifth year following the
year stockholders approve the 2016 Incentive Plan unless the
performance goals described below are re-approved (or other
designated performance goals are approved) by the stockholders.
Available Shares
The aggregate number of shares of Common Stock that may be issued
or used for reference purposes under the 2016 Incentive Plan or
with respect to which awards may be granted may not
exceed15,000,000 shares, which may be either authorized and
unissued Common Stock or Common Stock held in or acquired for the
treasury of the Company. In general, if awards under the 2016
Incentive Plan are cancelled for any reason, or expire or
terminate unexercised, the shares covered by such awards will
again be available for the grant of awards under the 2016
Incentive Plan. The number of shares of Common Stock available
for awards under the 2016 Incentive Plan will be reduced by the
total number of awards exercised (exercised includes the shares
of Common Stock underlying such awards that are not actually
issued as the result of net settlement or pay any exercise price
or tax withholding obligation with respect to any award). In
addition, the Company may not use the cash proceeds it receives
from the exercise of stock options to repurchase shares of Common
Stock on the open market for reuse under the 2016 Incentive Plan.
In determining the number of shares that may be issued or used
for reference purposes, awards that may be settled solely in cash
will not be deemed to use any shares of Common Stock that may be
issued or used for reference purposes under the 2016 Incentive
Plan.
The maximum number of shares of Common Stock issuable or
referenced with respect to the each of the following awards
during any fiscal year to any eligible employee or consultant
is1,000,000 shares per type of award: any award of (i) Stock
Options, or (ii) Stock Appreciation Rights, (iii) shares of
Restricted Stock or Other Stock-Based Awards, including
Restricted Stock and Other Stock-Based Awards for which the grant
of such Award or the lapse of the relevant Restriction Period or
payment (with respect to dividend equivalents rights) is subject
to the attainment of performance, or (iv)Performance Shares. The
maximum value at grant of performance units that may be granted
under the 2016 Incentive Plan during any fiscal year will be
$1,000,000.
The individual maximum share limitations, the aggregate number of
shares of Common Stock available for the grant of awards and the
exercise price of an award in accordance with the 2016 Incentive
Plan may be adjusted by the Committee to reflect any change in
our capital structure or business by reason of certain corporate
transactions or events in accordance with the terms of the 2016
Incentive Plan.
Eligibility and Types of Awards
All of our employees, consultants and non-employee directors are
eligible to be granted nonqualified stock options, stock
appreciation rights, restricted stock, performance shares,
performance units and other stock-based awards. In addition, our
employees and employees of our affiliates that qualify as
subsidiaries or parent corporations (as defined under Section424
of the Code) are eligible to be granted incentive stock options
under the 2016 Incentive Plan. All such grantees in the preceding
two sentences are referred to as Participants. Unless otherwise
determined by the Committee at grant, or if no rights of the
Participant are reduced, thereafter, with respect to any award of
restricted stock, performance shares, performance units, or other
stock-based award which by its terms does not require the
recipient of the Award to pay a per share exercise price or
purchase price equal to the fair market value of the underlying
Common Stock at the grant date, including restricted stock units
(collectively, Full-Value Awards), (i)the restriction period with
respect to any such award of restricted stock, (ii)the
performance period with respect to any such award of performance
shares, (iii)the performance cycle with respect to any such award
of performance units and (iv)the vesting period with respect to
any such other stock-based award that is payable in shares of
Common Stock granted on or after such date shall be no less than
one year. Notwithstanding the foregoing, for purposes of the
definition of Full Value Awards, dividend equivalent rights are
not deemed Full-Value Awards.
In addition, unless otherwise determined by the Committee at
grant, with respect to any Appreciation Award the vesting
schedule shall be no less than one year.
Any dividends or dividend equivalents paid on full-value awards
will be subject to the same vesting requirements as the
underlying award.Dividend equivalent rights may be granted as
stand-alone rights.
Stock Appreciation Rights
The Committee may grant stock appreciation rights (SARs) either
with a stock option that may be exercised only at such times and
to the extent the related option is exercisable (Tandem SAR) or
independent of a stock option (Non-Tandem SAR). A SAR is a right
to receive a payment in Common Stock or cash (as determined by
the Committee) equal in value to the excess of the fair market
value of one share of Common Stock on the date of exercise over
the exercise price per share established in connection with the
grant of the SAR. The exercise price per share of Common Stock
subject to a SAR may not be less than fair market value at the
time of grant. The Committee may also grant limited SARs, either
as Tandem SARs or Non-Tandem SARs, which may become exercisable
only upon the occurrence of a change in control (as defined in
Stock subject to each option, the term of each option (which may
not exceed ten years (or five years in the case of an incentive
stock option granted to a 10% stockholder)), the exercise price,
the vesting schedule (if any) and the other material terms of
each option. No stock option may have an exercise price less than
the fair market value of the 2016 Incentive Plan) or such other
event as the Committee may, in its sole discretion, designate at
the time of grant or thereafter.
Restricted Stock
The Committee may award shares of restricted stock. Except as
otherwise provided by the Committee upon the award of restricted
stock, the recipient generally has the rights of a stockholder
with respect to the shares, subject to the conditions and
restrictions generally applicable to restricted stock or
specifically set forth in the recipients restricted stock
agreement.
Recipients of restricted stock are required to enter into a
restricted stock agreement with the Company that states the
restrictions to which the shares are subject, which may include
satisfaction of pre-established performance goals, and the
criteria or date or dates on which such restrictions will lapse.
If the grant of restricted stock or the lapse of the relevant
restrictions is based on the attainment of performance goals, the
Committee will establish for each recipient the applicable
performance goals, formulae or standards and the applicable
vesting percentages with reference to the attainment of such
goals or satisfaction of such formulas or standards while the
outcome of the performance goals is substantially uncertain.
Performance Shares
The Committee may award performance shares. A performance share
is the equivalent of one share of Common Stock. The grant of
performance shares will specify one or more performance criteria
to meet within a specified period determined by the Committee at
the time of grant. A minimum level of acceptable achievement will
also be established by the Committee. If, by the end of the
performance period, the recipient has achieved the specified
performance goals, he or she will be deemed to have fully earned
the performance shares. To the extent earned, the performance
shares will be paid to the recipient at the time and in the
manner determined by the Committee in cash, shares of Common
Stock or any combination thereof.
Performance Units
The Committee may award performance units. Performance units will
have a fixed dollar value. A performance unit is the right to
receive Common Stock or cash of equivalent value. The grant of
performance units will specify one or more performance criteria
to meet within a specified performance cycle determined by the
Committee at the time of grant. A minimum level of acceptable
achievement will also be established by the Committee. If, by the
end of the performance cycle, the recipient has achieved the
specified performance goals, he or she will be deemed to have
fully earned the performance units. To the extent earned, the
performance units will be paid to the recipient at the time and
in the manner determined by the Committee in cash, shares of
Common Stock or any combination thereof.
Other Stock-Based Awards
The Committee may, subject to limitations under applicable law,
make a grant of such other stock-based awards (including, without
limitation, stock equivalent units, restricted stock units,awards
valued by reference to book value of shares of Common Stock, and
dividend equivalent rights) under the 2016 Incentive Plan that
are payable in cash or denominated or payable in or valued by
shares of Common Stock or factors that influence the value of
such shares, including dividends. The Committee will determine
the terms and conditions of any such other awards, which may
include the achievement of certain minimum performance goals for
purposes of compliance with Section162(m) of the Code and/or a
minimum vesting period.
Performance Criteria
Performance goals established for purposes of the grant and/or
vesting of performance-based Awards of Restricted Stock, Other
Stock-Based Awards, Performance Units and/or Performance Shares
intended to be performance-based under Section162(m) of the Code
shall be based on one or more of the following performance goals
(Performance Criteria): enterprise value of the Company; income
or net income; operating income; net operating income or net
operating income after tax; operating profit or net operating
profit; cash flow including, but not limited to, from operations
or free cash flow; bank debt or other or short-term public or
private debt or other similar financial obligations (which may be
calculated net of cash balances and/or other offsets and
adjustments); operating margin; return on operating revenue or
return on operating profit; sales (net or otherwise), revenues,
income (net or otherwise) or earnings before income tax or other
exclusions of the Company; return measures (after tax or
pre-tax), including return on capital employed, return on
invested capital; earnings before income and taxes; earnings
before income and taxes, depreciation and amortization; return on
equity, return on assets, return on net assets; total stockholder
return or growth in total stockholder return (with or without
dividend reinvestment); estimated market share; expense
management/control or reduction (including without limitation,
compensation and benefits expense); customer satisfaction;
technological improvements/implementation, new product
innovation; property/asset purchases or sales; litigation and
regulatory resolution/implementation goals; leases, contracts or
financings (including renewals, overhead, savings, GA and other
expense control goals); risk management/implementation;
development and implementation of strategic plans and/or
organizational restructuring goals; formations of joint ventures
or partnerships or the completion of other similar transactions
intended to enhance the Corporations revenue or profitability or
to enhance its customer base; or completion of a merger,
acquisition or any transaction that results in the sale of all or
substantially all of the stock or assets of the Company; sales to
individual or related customers; sales to new customers; contacts
with potential customers; evaluations of the companys products by
potential customers; and identification of and/or exploitation of
new markets.
All Performance Criteria may be based upon the attainment of
specified levels of the Company (or its subsidiary, division or
other operational unit) performance. Any goal may be expressed as
a dollar figure, on a percentage basis (if applicable) or on a
per share basis, and goals may be either absolute, relative to a
selected peer group or index, or a combination of both. To the
extent permitted under Section162(m) of the Code, (including,
without limitation, compliance with any requirements for
shareholder approval), the Committee may: (i)designate additional
business criteria on which the Performance Criteria may be based
or (ii)adjust, modify or amend the aforementioned business
criteria.
Except as otherwise determined by the Committee at grant, the
measures used in Performance Criteria (except specifically
non-GAAP measures) set under the Plan shall be determined in
accordance with generally accepted accounting principles (GAAP)
and in a manner consistent with the methods used in the Companys
regular reports on Forms 10-K and 10-Q, without regard to any of
the following unless otherwise determined by the Committee
consistent with the requirements of Code Section162(m)(4)(C) and
the regulations thereunder:
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(a)all items of gain, loss or expense for the fiscal year |
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(b)all items of gain, loss or expense for the fiscal year |
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(c) all items of gain, loss or expense for the fiscal year |
To the extent any objective Performance Criteria are expressed
using any measures that require deviations from GAAP, such
deviations shall be at the discretion of the Committee as
exercised at the time the Performance Criteria are set.
In addition, performance goals may be based upon the attainment
of specified levels of Company (or subsidiary, division or other
operational unit of the Company) performance under one or more of
the measures described above relative to the performance of other
corporations.
To the extent permitted under Section162(m) of the Code
(including, without limitation, compliance with any requirements
for stockholder approval), the Committee may: (i)designate
additional business criteria on which the performance goals may
be based; or (ii)adjust, modify or amend the aforementioned
business criteria.
Change of Control
Unless otherwise determined by the Committee at the time of
grant, awards subject to vesting and/or restrictions will not
accelerate and vest or cause the lapse of restrictions upon a
change in control (as defined in the 2016 Incentive Plan) of the
Company. Instead, such awards will be, in the discretion of the
Committee acting in the best interests of the Participant holder
of the award, (i)assumed and continued or substituted in
accordance with applicable law; (ii)purchased by the Company for
an amount equal to the excess of the price of the Companys Common
Stock paid in a change in control over the exercise price of the
award(s) (such purchase price not to exceed the fair market value
of the Common Stock at the time of purchase), (iii)terminate all
outstanding exercisable awards granted under the 2016 Incentive
Plan, provided that during the period from notification of such
termination to the date of consummation of the relevant
transaction (which must be at least 20 days) each Participant
shall have the right to exercise all of his or her exercisable
awards in full (without regard to any restrictions or vesting
requirements), or (iv) cancel outstanding exercisable Awards if
the price of the Common Stock paid in a change in control is less
than the exercise price of the award. The Committee may also, in
its sole discretion, provide for accelerated vesting or lapse of
restrictions of an award at any time.
In the event of a merger or consolidation by one or a group of
persons in which the Company is not the surviving corporation or
in the event of a transaction that results in the acquisition of
all or substantially all of the Companys Common Stock or assets,
the Committee, acting in the best interests of the holder of the
award, may elect to terminate all outstanding exercisable awards
granted under the 2016 Incentive Plan, provided that during the
period from notification of such termination to the date of
consummation of the relevant transaction (which must be at least
20 days) each participant shall have the right to exercise all of
his or her exercisable awards in full (without regard to any
restrictions on exercisability), contingent on the consummation
of such transaction. Without the approval of the holders of the
Companys Common Stock, no amendment may be made which would
increase the aggregate number of shares of Common Stock that may
be issued or increase the aggregate number of shares of Common
Stock that may be issued or increase the aggregate number of
shares of Common Stock that may be issuedor increase the maximum
individual Participant limitations for a fiscal year (except to
antidilution provisions), decrease the minimum exercise price of
any Stock Option or Stock Appreciation Right, extend the maximum
option period, or alter the Performance Goals.
Amendment and Termination
Notwithstanding any other provision of the 2016 Incentive Plan,
the Board may at any time amend any or all of the provisions of
the 2016 Incentive Plan, or suspend or terminate it entirely,
retroactively or otherwise;provided, however,that, unless
otherwise required by law or specifically provided in the 2016
Incentive Plan, the rights of a Participant with respect to
awards granted prior to such amendment, suspension or termination
may not be adversely affected without the consent of such
Participant, and provided further that the approval of our
stockholders will be obtained to the extent required by
applicable law.
Miscellaneous
Generally, awards granted under the 2016 Incentive Plan are
nontransferable (other than by will or the laws of descent and
distribution), except that the Committee may provide for the
transferability of nonqualified stock options at the time of
grant or thereafter to certain family members.
Awards under the 2016 Incentive Plan
Except as set forth below,future awards under the 2016 Incentive
Plan will be granted in the discretion of the Compensation
Committee or the Board, the type, number, recipients, and other
terms of such awards and cannot be determined at this time.
The Board’s current policy is to take all of its fees
denominated in dollarsinoptions. Directors fees for the fourth
quarter of 2016 were accrued. Such fees aggregate $90,000, The
Board intends to grant under the 2016 Incentive Plan options in
payment of such fees prior to the end of 2016. Directors fees
denominated in dollars and payable in options will aggregate
$572,000 per year in 2017. Bonuses for management denominated in
dollars and payable in options for 2016 performance provide for
the issuance of up to $175,000 of options if all personal goals
are achieved. Whether such personal goals will be achieved cannot
be determined at this point.To the extent that such options are
awarded to directors or officers, they will be issuedunder the
2016 Incentive Plan. The current policy is to calculate the
number of options for awards denominated in dollars on the basis
of the higher of $.25 per option or the Black Scholes value. The
exercise price is the higher of $.25 or market price on the date
of grant.
Directors willalso receive 50,000 shares of restricted stock in
2017, but the value of those shares is not currently known.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year
On December 7, 2016, the stockholders of the Company approved an
amendment to the Certificate of Incorporation to increase the
number of authorized shares to 260,000,000 and the number of
authorized shares of Common Stock to 250,000,000. The amended
provision is filed as Exhibit 99.2 and the restated Certificate
is filed as Exhibit 99.3.
Item 5.07 Submission of matters to a vote of security
holders.
The 2016 annual meeting of stockholders was held on December 7,
2016.
The following sets forth the items voted on and the results,
Proposal 1 — Election of Directors
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Mario Concha |
For 42,115, 014 |
Withhold 2,861,201 |
BROKER NON-VOTES 32,881, 380 |
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John Levy |
For 41,762,622 |
Withhold 3,213,592 |
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Robert Betz |
For 41,125,014 |
Withhold 2,851,201 |
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David Taft |
For 43,342,252 |
Withhold 1,633,963 |
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Bradley Tirpak |
For 43,332,252 |
Withhold, 1,643,963 |
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Ali Zamani |
For 42,242,252 |
Withhold 1,633,963 |
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Andre Zeitoun |
For 42,680,060 |
Withheld 2,296,155 |
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Proposal 2 — Advisory, non-binding vote on executive
compensation
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FOR 37,963,645 |
AGAINST 6,789,546 |
ABSTAIN 223,024 |
BROKER NON-VOTES 32,881, 380 |
Proposal 3 — Amendment of the
Certificate of Incorporation to increase the number of authorized
shares of common stock to 250,000,000 and total shares to
260,000,000
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FOR 67,399,734 |
AGAINST 5,927,082 |
ABSTAIN 4,530,779 |
Proposal 4 — Approval of the
2016 Incentive Plan
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FOR 37,326,734 |
AGAINST 6,416,004 |
ABSTAIN 1,233,306 |
BROKER NON-VOTES 32,881, 380 |
Proposal 5 — The ratification of the
selection of EisnerAmper LLP as our independent registered public
accounting firm
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FOR 76,823,769 |
AGAINST 983,436 |
ABSTAIN 100,190 |
Item9.01 Financial Statements and Exhibits
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99.1 |
2016 Incentive Plan |
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99.2 |
Text of Amendmentto Paragraph A of Article Fourth of the |
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99.3 |
Restated Certificate of Incorporation filed on December 12, |
About APPLIED MINERALS, INC. (OTCMKTS:AMNL)
Applied Minerals, Inc. (Applied Minerals) is an exploration-stage company. The Company owns the Dragon Mine, from which it extracts, processes and markets halloysite clay and iron oxide for sale to a range of end markets. The Company is engaged in the research and development, and works collaboratively with customers to engineer its halloysite clay and iron oxide products. Halloysite, marketed by Applied Minerals under the DRAGONITE trade name, is aluminosilicate clay with a hollow tubular morphology. DRAGONITE utilizes halloysite’s shape, high surface area and reactivity to add functionality to applications, such as plastic composites, flame retardant additives, paints and coatings, catalysts and environmental remediation media. The Company’s Dragon Mine is an approximately 270-acre property located in central Utah, over 70 miles southwest of Salt Lake City, Utah. There are two areas of the Dragon Mine minesite, which include the Dragon Pit area and the Western Area. APPLIED MINERALS, INC. (OTCMKTS:AMNL) Recent Trading Information
APPLIED MINERALS, INC. (OTCMKTS:AMNL) closed its last trading session 00.000 at 0.130 with 69,000 shares trading hands.
