Current Report Filing (8-k)
March 25 2021 - 6:01PM
Edgar (US Regulatory)
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): March 22, 2021
CKX LANDS, INC.
(Exact name of registrant as specified in its charter)
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Louisiana
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1-31905
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72-0144530
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2417 Shell Beach Drive
Lake Charles, Louisiana
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70601
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(Address of principal executive offices)
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(Zip Code)
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(337) 493-2399
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each
exchange on which registered
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Common stock with no par value
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CKX
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NYSE American
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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 ☐
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. ☐
Section 5 – Corporate Governance and Management
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On March 22, 2021, CKX Lands, Inc. (the “Registrant”) and William Gray Stream, the Registrant’s President and Treasurer and a director, entered into a First Amendment (the “Amendment”) to Mr. Stream’s Executive Employment Agreement with the Registrant effective July 15, 2020 (the “Agreement”), which was previously filed with the Registrant’s Current Report on Form 8-K on July 16, 2020. The Agreement entitles Mr. Stream to receive restricted stock units and performance shares under a stock incentive plan (the “Plan”) that the Registrant will adopt if approved by the Registrant’s shareholders at its annual meeting in 2021. The Amendment:
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decreases the percentage of each award under the Plan to be composed of time-vesting restricted stock units and increases the percentage to be composed of performance shares vesting based on the Registrant’s closing stock price;
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provides that the 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, rather than three consecutive trading days as provided in the Agreement; and
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increases certain of the stock price targets.
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The Amendment is filed as exhibit 10.1 to this report and is incorporated into this Item 5.02 by reference. The foregoing description of the Amendment is qualified in its entirety by reference to such exhibit.
Section 9 – Financial Statements and Exhibits
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits:
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Exhibit
No.
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Description
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10.1+
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First Amendment to Employment Agreement effective as of March 22, 2020.
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____________
+ Management contract or compensatory plan or arrangement.
EXHIBIT INDEX
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+ Management contract or compensatory plan or arrangement.
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.
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CKX LANDS, INC.
(Registrant)
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Date: March 25, 2021
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By:
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/s/ William Gray Stream
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William Gray Stream
President and Treasurer
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