Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
|
Transition of Brad Juneau from President and Chief Executive Officer to Executive Chairman
Effective as of January 6, 2020, Brad
Juneau transitioned away from his role as President and Chief Executive Officer of Contango ORE, Inc., a Delaware corporation (the “Company”) and assumed
the role of Executive Chairman of the Board of Directors of the Company (the “Board”).
Appointment of Rick Van Nieuwenhuyse as
President, Chief Executive Officer and Director
Rick Van Nieuwenhuyse was appointed to serve as
President and Chief Executive Officer of the Company effective January 6, 2020. Mr. Van Nieuwenhuyse will perform the functions of the Company’s principal executive officer.
Effective on January 6, 2020, the size of the Board was increased from four to five directors. Mr. Van Nieuwenhuyse was appointed to the
Board to fill the vacancy created by the increase in the size of the Board.
Mr. Van Nieuwenhuyse, 64, previously served as President and Chief Executive Officer of Trilogy Metals Inc., starting in January 2012.
Between May 1999 and January of 2012, he served as the President and Chief Executive Officer of NOVAGOLD RESOURCES INC. Mr. Van Nieuwenhuyse holds a Candidature degree in Science from the Université de Louvain, Belgium, and a Master of Science degree
in geology from the University of Arizona. Mr. Van Nieuwenhuyse has more than 30 years of experience in the natural resource sector.
Mr. Van Nieuwenhuyse has no family relationships with any director, executive officer, or person nominated or chosen by the Company to
become a director or executive officer of the Company. Mr. Van Nieuwenhuyse is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Van Nieuwenhuyse has not been, and is not currently expected to be,
appointed to any committees of the Board.
Pursuant to his Offer Letter, Mr. Van Nieuwenhuyse will receive a base salary of $350,000 per annum. On January 6, 2020, pursuant to an
Incentive Stock Option Agreement, the Company granted to Mr. Van Nieuwenhuyse options to purchase 100,000 shares of common stock, par value $0.01 per share, of the Company, with an exercise price per share equal to the closing price on January 6,
2020, the day on which he began employment with the Company. On January 9, 2020, the Company issued 75,000 shares of restricted stock to Mr. Van Nieuwenhuyse pursuant to a Restricted Stock Award Agreement. The options and shares of restricted stock
each will vest in two equal installments, half on the first anniversary of Mr. Van Nieuwenhuyse’s employment with the Company and half on the second anniversary of his employment with the Company, subject to acceleration upon a change of control of
the Company. Mr. Van Nieuwenhuyse will be entitled to receive short-term incentive plan and long-term incentive plan bonuses that will be paid in the form of a combination of cash, restricted stock and options, which will be set forth in plans and
agreements to be adopted by the Board. He will also receive one year of severance in the event that his employment is terminated other than for cause after the second anniversary of his employment with the Company.
The above summaries of the Offer Letter, Incentive Stock Option Agreement and Restricted Stock Award Agreement are
qualified in their entirety by reference to the full text of the Offer Letter, Incentive Stock Option Agreement and Restricted Stock Award Agreement, which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, and incorporated herein by
reference.