SEC Comment Letter 0000000000-24-002585 to WARRIOR MET COAL, INC. (HCC) (CIK 0001691303) (HCC)
WARRIOR MET COAL, INC. (HCC) (CIK 0001691303)
Date: March 8, 2024 · CIK: 0001691303 · Accession: 0000000000-24-002585
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File numbers found in text: 001-38061
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United States securities and exchange commission logo
March 8, 2024
Brandon Rees
Deputy Director of Corporations and Capital Markets
American Federation of Labor and Congress of Industrial Organizations
815 Black Lives Matter Plaza NW
Washington, DC 20006
Re:American Federation of Labor and Congress of Industrial Organizations
Warrior Met Coal, Inc.
PREN14A Filed February 29, 2024
Filed By American Federation of Labor and Congress of Industrial
Organizations et al.
File No. 001-38061
Dear Brandon Rees:
We have reviewed your filing and have the following comments.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
All defined terms used herein have the same meaning as in your proxy statement.
PREN14A Filed February 29, 2024
General
1.Please generally revise the description of the Stockholder Proposals and the discussion
of them throughout the proxy statement to make clear that they are non-binding and
advisory in nature, and will not legally mandate any action by the Company.
Reasons For This Proxy Solicitation, page 1
2.We note the following statement on page 2: “During the strike, the Company idled one of
its two active mines and reduced production at its second mine.” Please revise this
statement to specify how long the relevant mine was idled.
3.On page 2, you state that the Company had idle mine and business interruption expenses
of $56 million in 2022. It does not appear that footnote 7 supports this amount of
FirstName LastNameBrandon Rees
Comapany NameAmerican Federation of Labor and Congress of Industrial Organizations
March 8, 2024 Page 2
FirstName LastNameBrandon Rees
American Federation of Labor and Congress of Industrial Organizations
March 8, 2024
Page 2
expenses. Please revise or advise.
4.On page 4, you compare the Company’s sales between 2020 and 2022 with the sales of
Arch Resources, Inc. ("Arch") and Peabody Energy Corporation ("Peabody") between
2021 and 2022. Please add the sales of Arch and Peabody during 2020 to this comparison
to present these sales figures consistently.
5.On page 5, you include a graph showing the cumulative stock price return of the
Company’s common stock compared to Arch and Peabody based on the Company
omitting the Custom Composite Index from the Stock Performance Graph in its 2023
Annual Report. Please clarify whether this graph was prepared in accordance with Item
201(e) of Regulation S-K, or otherwise specify the methodology for preparing this graph.
Stockholder Proposal #1, page 6
6.We note the following statement on page 6: “When our Company originally announced
the NOL Rights Plan in 2020, the Company reported federal and state net operating losses
exceeding approximately $1.6 billion.” Please provide support for this amount of net
operating losses.
Stockholder Proposal #2, page 7
7.We note the following statement on page 8: “According to the Council of Institutional
Investors, proxy access is available in some form at over two-thirds of S&P 500
companies and one-fifth of Russell 3000 companies.” Consistent with footnote 25, please
revise this statement to clarify that proxy access is available in some form at less than
one-fifth of Russell 3000 companies.
Preliminary Proxy Card, page 15
8.On the second page of the preliminary proxy card, you state that “if you do not indicate an
instruction with respect to any of these Stockholder Proposals on the [color] proxy card,
the named proxies will cause your proxy to be voted ‘for’ the Stockholder Proposals.”
However, this statement appears to be inconsistent with the following disclosure on the
first page of the preliminary proxy card: “This proxy card grants no discretionary voting
authority . . . .” Please revise.
9.On your preliminary proxy card, you list “For”, “Against”, and “Abstain” as the three
voting options for Management Proposal #3. Please revise the voting options for
Management Proposal #3 to show “1 Year”, “2 Years”, “3 Years”, and “Abstain”
consistent with the Company’s preliminary proxy card. See Exchange Act Rule 14a-
4(b)(5).
10.On the last page of the preliminary proxy card, there appears to be a typo which may
cause stockholder confusion: "Where not [sic] voting instructions are given, the shares
represented by this proxy . . . ." Please revise.
FirstName LastNameBrandon Rees
Comapany NameAmerican Federation of Labor and Congress of Industrial Organizations
March 8, 2024 Page 3
FirstName LastName
Brandon Rees
American Federation of Labor and Congress of Industrial Organizations
March 8, 2024
Page 3
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Shane Callaghan at 202-551-6977 or Christina Chalk at
202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions