Other preliminary proxy statements



style="font-family: Times New Roman; font-size: 13px;">












UNITED
STATES SECURITIES AND EXCHANGE COMMISSION








Washington,
D.C. 20549










SCHEDULE
14A










Proxy
Statement Pursuant to Section 14(a) of the




Securities
Exchange Act of 1934








Filed
by the Registrant







Filed
by a Party other than the Registrant











Check
the appropriate box:











Preliminary Proxy Statement








Confidential, for
Use of the Commission Only (as permitted by Rule
14a-6(e)(2))








Definitive Proxy Statement







Definitive Additional Materials







Soliciting Material under Exchange Act Rule
14a-12








American Resources Corporation




(Name
of Registrant as Specified in its Charter)




(Name
of Person(s) Filing Proxy Statement if other than the
Registrant)








Payment
of Filing Fee (Check the appropriate box):



















No fee
required.





















Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and
0-11.








1.)




Title of each class
of securities to which transaction applies:








2.)




Aggregate number of
securities to which transaction applies:








3.)




Per unit price or
other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):








4.)




Proposed maximum
aggregate value of transaction:








5.)




Total fee
paid:























Fee paid previously
with preliminary materials.



















Check box if any
part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.








1.)




Amount Previously
Paid:








2.)




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Registration Statement No.:








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Party:








4.)




Date
Filed
















































American Resources Corporation








Notice of Annual Meeting of Shareholders to be held on








April 30, 2021 and Proxy Statement






























2






























March
24, 2021








Dear
Fellow Shareholders:








We are
pleased to invite you to attend our annual shareholder meeting,
which is scheduled to be held on April 30, 2021, at 10:30 a.m.
Eastern Time. In light of COVID-19 (Coronavirus), the annual
shareholder meeting will be completely virtual. You may attend the
meeting, submit questions and vote your shares electronically
during the meeting via live webcast by visiting

http://www.virtualshareholdermeeting.com/AREC2021

.
You will need the 16-digit control number that is printed in the
box marked by the arrow on your proxy card to enter the meeting. We
recommend that you log in at least 15 minutes before the meeting to
ensure you are logged in when the meeting starts.








As
explained in the enclosed Proxy Statement, at this year’s
meeting you will be asked to vote for the election of five
directors.








Your vote is very important to us – participate in the future
of American Resources Corporation and exercise your shareholder
right by voting your shares right away.








Only
shareholders of record at the close of business on April 9, 2021,
or their proxy holders, may vote at the meeting. Attendance at the
meeting is limited to shareholders or their proxy holders and
American Resources Corporation guests. Only our shareholders or
their valid proxy holders may address the meeting.








Please
review the proxy card for the instructions on how you can vote your
shares over the internet, by telephone or by mail. It is important
that all American Resources Corporation shareholders, regardless of
the number of shares owned, participate in the affairs of the
Company.








Thank
you for your continued interest in American Resources
Corporation.












Sincerely,


















Mark C.
Jensen




Chairman
and Chief Executive Officer
















3























Table of Contents











































































































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4


































Notice of Annual Meeting of Shareholders












Dear
Shareholders:








You are
cordially invited to attend the 2021 Annual Meeting of Shareholders
of American Resources Corporation (herein referred to as the
“Company,” “American Resources,”
“us,” “our,” and “we”). This is
your notice for the meeting. In light of COVID-19 (Coronavirus),
the 2020 Annual Meeting of Shareholders will be conducted solely
virtually, on the below date and time, via live audio webcast. You
or your proxyholder may participate, vote at the Annual Meeting by
visiting

http://www.virtualshareholdermeeting.com/AREC2021

and using your 16-digit control number.








TIME AND DATE








10:30
a.m. Eastern Time on April 30, 2021 (“Annual
Meeting”).








LOCATION








http://www.virtualshareholdermeeting.com/AREC2021








ITEMS OF BUSINESS















To elect the five
nominees named in the Proxy Statement as directors to hold office
until the 2022 Annual Meeting of Shareholders;

















To approve BF
Borgers CPA PC as our independent registered public accounting firm
for the fiscal year ending December 31, 2021; and

















To consider and act
upon such other matters as may properly come before the meeting or
any adjournment or postponement thereof.












RECORD DATE








Shareholders
of record at the close of business on April 9, 2020 are entitled to
vote on the matters presented at the Annual Meeting.








PROXY VOTING








Our
Board of Directors is soliciting proxies to be voted at the Annual
Meeting of Shareholders. Each share entitles the holder to one
vote. You may vote either by attending the virtual meeting online
or by proxy. For specific voting information, please see
“Frequently Asked Questions About Voting” beginning on
page 1 of the Proxy Statement that follows. Whether or not you plan
to attend the virtual meeting, we hope you will vote as soon as
possible. You may vote by proxy over the Internet at
www.proxyvote.com or by telephone, or, if you requested paper
copies of the proxy materials, you can also vote by mail by
following the instructions on the proxy card or voting instruction
card. Voting over the Internet, by telephone or by written proxy or
voting instruction card will ensure your representation at the
meeting regardless of whether you attend the virtual
meeting.














5



















In
accordance with the Securities and Exchange Commission’s
“notice and access” model, we are providing our Notice
of Annual Meeting of Shareholders, Proxy Statement and Annual
Report on Form 10-K for the year ended December 31, 2020 to you
online with paper copies available, free of charge, upon request.
On or about April 16, 2021, we will begin mailing a Notice of
Internet Availability of Proxy Materials detailing how to access
the proxy materials electronically and how to submit your proxy via
the Internet. The Notice of Internet Availability of Proxy
Materials also provides instructions on how to request and obtain
paper copies of the proxy materials and proxy card or voting
instruction form, as applicable. We believe this process provides
our shareholders with a convenient way to access the proxy
materials and submit their proxies online, while allowing us to
reduce our environmental impact as well as the costs of printing
and distribution.








Sincerely,
























Mark C.
Jensen




Chairman
and Chief Executive Officer








March
12, 2021




































Important Notice Regarding the Availability of Proxy Materials for
the




Annual Shareholder Meeting to be Held on April 30,
2021:








The
notice of Annual Meeting of Shareholders, Proxy Statement and 2020
Annual Report to




Shareholders
are available electronically at www.proxyvote.com
















6



















American
Resources Corporation




12115
Visionary Way, Suite 174




Fishers,
Indiana 46038




(317)
855-9926




www.AmericanResourcesCorp.com












Proxy Statement









F

REQUENTLY ASKED QUESTIONS ABOUT VOTING








Where is the Annual Meeting?





The Annual Meeting will be completely virtual. Shareholders can
attend the virtual Annual Meeting by visiting


http://www.virtualshareholdermeeting.com/AREC2021


.









Why is the Annual Meeting a virtual meeting?




We have
decided to hold our Annual Meeting virtually due to COVID-19
(Coronavirus); we are sensitive to the public health and travel
concerns of our shareholders and employees and the protocols that
federal, state and local governments may impose. We believe that
hosting a virtual meeting will enable greater shareholder
attendance and participation from any location around the
world.








On what am I voting?

























Item Description









More








Information









Board Recommendation









Broker Non-Votes









Abstentions









Voting Required for Approval







Item 1:
Election of directors





Page
9





FOR
each nominee





Do Not
Count





Do Not
Count





Plurality
of votes cast










Who may vote?




Shareholders
recorded in our stock register at the close of business on April 9,
2021 may vote at the meeting. As of that date, there were
50,804,196 shares of our common stock outstanding.








How many votes do I have?




You
have one vote for each share of our common stock you owned as of
the record date for the meeting.








How do I vote?




Our
proxy materials are available to shareholders on the Internet and
by mail. You may read, print and download our 2020 Annual Report on
Form 10-K, Proxy Statement and proxy card at
http://www.proxyvote.com. On an ongoing basis, shareholders may
request to receive proxy materials in printed form by mail or
electronically by e- mail. You may vote your shares by the Internet
at http://www.proxyvote.com, by regular mail or by attending the
virtual meeting. Each of these voting options is described in the
Notice of Availability of Proxy Materials (the “Notice of
Availability” or “Notice”) and the proxy
card.














7

















To
ensure that your vote is counted at the meeting, regardless of
whether you plan to attend the meeting virtually, you should vote
by using the Internet voting option on your proxy card or mailing
in your proxy card to American Resources’ address shown
above. If you return an executed proxy card without marking your
instructions, your executed proxy card will be voted in accordance
with the recommendations of the board of directors (the
“Board” or “Board of Directors”). If you
indicate a choice with respect to any matter to be acted upon on
your proxy card or voting instruction card, your shares will be
voted per your instructions.








What are the Board of Director’s
recommendations?




The
Board of Director’s recommendations are set forth together
with the description of each item in this Proxy Statement. In
summary, the Board of Directors and the Audit Committee recommend a
vote as follows:
















FOR

the election of the five nominees
named in this Proxy Statement as directors.














FOR

the ratification of the appointment
of BF Borgers CPA PC as our independent registered public
accounting firm for the fiscal year ending December 31,
2021.










If any
other matters properly come before the Annual Meeting, we will vote
the shares in accordance with our best judgment and
discretion.








What if I change my mind after I have voted?




You may
revoke your proxy before it is voted by:















submitting a new
proxy card with a later date;

















voting at the
virtual meeting; or

















giving written
notice to the Corporate Secretary at American Resources’
address shown above.










Will my shares be voted if I do not provide my proxy and
don’t attend the Annual Meeting?




If you
do not provide a proxy or vote your shares held in your name, your
shares will not be voted. If you hold your shares in street name,
your broker may be able to vote your shares for certain
“routine” matters even if you do not provide the broker
with voting instructions. However, the proposal to elect directors
is not considered routine. As a result, no broker may vote your
shares on the proposal to elect directors without your specific
instructions.








How do I attend the virtual meeting?




To
attend and participate in the Annual Meeting, shareholders will
need to access the live audio webcast of the meeting. To do so,
shareholders of record will need to visit

http://www.virtualshareholdermeeting.com/AREC2021

and use their 16-digit Control Number provided in the Notice to log
in to the website, and beneficial owners of shares held in street
name will need to follow the instructions provided by the broker,
bank or other nominee that holds their shares. We would encourage
shareholders to log in to this website and access the webcast at
least 15 minutes before the meeting to ensure you are logged in
when the meeting starts.














8

















What constitutes a quorum?




To
carry on the business of the meeting, we must have a quorum. This
means at least a majority of the voting power of all of the
outstanding shares of stock entitled to vote as of the record date
must be represented at the meeting, either by proxy or by joining
the virtual meeting. Shares of common stock owned by American
Resources are not voted and do not count for this
purpose.








Abstentions
and proxies submitted by brokers that do not indicate a vote
because they do not have discretionary authority and have not
received instructions as to how to vote on a proposal (so-called
“broker non-votes”) will be considered as present for
quorum purposes.








What vote is required to approve the proposal to elect
directors?




Under
our bylaws, directors are elected by a plurality of the votes cast
at the meeting. This means that the five directors who receive the
most “for” votes are elected. Abstentions and broker
non-votes will not affect the outcome of the vote. For additional
information on the election of directors, see “Item 1:
Election of Directors.”








Who conducts the proxy solicitation and how much will it
cost?




American
Resources is requesting your proxy for the annual shareholder
meeting and will pay all the costs of requesting shareholder
proxies. We can request proxies through the mail or by telephone,
fax or Internet. We can use directors, officers and other employees
of American Resources to request proxies. Directors, officers and
other employees will not receive additional compensation for these
services. We will reimburse brokerage firms, nominees, fiduciaries,
custodians and other agents for their expenses in distributing
proxy material to the beneficial owners of our common
stock.








ITEM 1:

E

LECTION OF
DIRECTORS








Nominees for Directors




Each of
our directors will be elected at this year’s meeting to a
one-year term expiring at the Annual Meeting of Shareholders in
2022.








If any
nominee becomes unavailable for election, the Board of Directors
can name a substitute nominee, and proxies will be voted for the
substitute nominee pursuant to discretionary
authority.








Listed
below are the biographies of each director nominee. The biographies
include information regarding each individual’s service as a
director of the Company, business experience, director positions at
public companies held currently or at any time during the last five
years, and the experiences, qualifications, attributes or skills
that caused the Board of Directors to determine that the person
should serve as a director for the Company.














9





















Set forth below are the names, ages and positions of our director
nominees as of the date of this Proxy Statement:










































Name







Age







Position






Mark C
Jensen





41





Chairman
of the Board, Chief Executive Officer





Thomas
M. Sauve





42





Director,
President





Courtenay
O. Taplin





70





Independent
Director





Michael
G. Layman





29





Independent
Director





Gerardine
G. Botte, PH.D.





50





Independent
Director










MARK C.
JENSEN




Board Chairman




Committee: Environmental, Health, and Safety Committee








Mr.
Jensen has been an operator, investor and consultant in various
natural resources and energy businesses. He has been highly
involved in the navigation of numerous growth businesses to mature
businesses, working as a managing member at T Squared Capital LLC
since 2007, an investment firm focused on private equity styled
investing in start-up businesses. Mr. Jensen has significant
experience with major Wall Street firms such as Citigroup and
graduated from the Kelley School of Business at Indiana University
with a BS in Finance and International Studies with a focus on
Business. He also studied in Sydney Australia through Boston
University completing his International Studies degree with a focus
on East Asian culture and business.








The
Board nominated Mr. Jensen for his leadership, experience in
finance and ability to lead mergers and acquisitions. There are no
arrangements or understandings between him and any other persons
pursuant to which he was selected as an officer. He has no direct
or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.








THOMAS
M. SAUVE




Committee: Environmental, Health, and Safety Committee








Mr.
Sauve has been involved a number of energy related businesses.
Prior he had been an investor and partner in various natural
resources assets over the last seven years including coal mining
operations and various oil and gas wells throughout Texas and the
Appalachia region. Since 2007, Mr. Sauve also worked as a managing
member at T Squared Capital LLC, an investment firm focused on
private equity styled investing in start-up businesses. Mr. Sauve
received his bachelor’s degree in Economics, magna cum laude,
from the University of Rochester, New York, with additional studies
at the Simon Graduate School of Business.








The
Board nominated Mr. Sauve for his experience in finance, mergers
and acquisitions and resource management. There are no arrangements
or understandings between him and any other persons pursuant to
which he was selected as an officer. He has no direct or indirect
material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
















10



















COURTENAY
O. TAPLIN




Independent Director Nominee




Committee: Audit








Mr.
Taplin serves as Director of American Resources Corporation. He
brings over 40 years of experience of sourcing and supplying iron
ore, coke and metallurgical coal to the steel industry to assist
American Resources with their supply chain, logistics, customers,
overall corporate strategy. He has a vast knowledge of both the
global and domestic marketplace where he works with both suppliers
and consumers. Courtenay is currently Managing Director of Compass
Point Resources, LLC which he founded in 2007. His prior experience
includes Crown Coal & Coke Company and Pickands Mather &
Company out of Cleveland, OH. Mr. Taplin attended Hobart College
and received his degree from Case Western Reserve
University








The
Board nominated Mr. Taplin to serve as a director because of his
experience and relationships in the raw materials and coking sector
and his experience in managing growing businesses. He has no direct
or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.








MICHAEL
G. LAYMAN




Independent Director Nominee




Committees: (1) Audit and (2) Compensation








Mr.
Layman is a well-established financial industry executive with a
track record for driving value and growth for both private and
publicly traded companies. Mr. Layman currently serves as General
Partner/CEO of Emerald Shoals Targeted Opportunities Fund LP, a
hybrid growth fund backed by a network of ultra-high net worth
individuals seeking novel opportunities to invest in high-growth
catalyst driven companies. Prior to his current role at Emerald
Shoals, Mr. Layman served at a large top-four brokerage house where
he was co-owner of a private wealth management group where he was
responsible for identifying attractive and undervalued investment
opportunities. Additionally, he also aided in the development and
implementation of various investment strategies based on differing
types of needs from conservative to aggressive growth.
Additionally, Mr. Layman previously worked for a private equity
fund in New York where he established a strong network of
relationships with research analysts and investment bankers at a
number of Wall Street firms. Mr. Layman obtained his Bachelor of
Arts degree in business from Otterbein University.








The
Board nominated Mr. Layman to serve as a director because of his
leadership in the finance industry and assisting companies with
capital raising. He has no direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.








GERARDINE
G. BOTTE




Independent Director Nominee




Committees: (1) Audit and (2) Compensation










Dr.
Botte has over 21 years of experience in the development of
electrochemical processes and advanced water treatment. She has
served in leadership roles for the Electrochemical Society and is
currently the Chair of the Electrochemical Process Engineering and
Technology Division of the International Society of
Electrochemistry. Dr. Botte also serves as the Editor in Chief of
the Journal of Applied Electrochemistry. In 2014, she was named a
Fellow of the Electrochemical Society for her contributions and
innovation in electrochemical processes and engineering. She became
a Chapter Fellow of the National Academy of Inventors in 2012. In
2010, she was named a Fellow of the World Technology Network for
her contributions on the development of sustainable and
environmental technologies. Prior to Texas Tech, Dr. Botte was
University Distinguished Professor and Russ Professor of Chemical
and Biomolecular Engineering at Ohio University, the founder and
Director of Ohio University’s Center for Electrochemical
Engineering Research, and the founder and Director of the
Consortium for Electrochemical Processes and Technology – an
Industry University Cooperative Research Center. Her
entrepreneurial spirit has led to the commercialization of various
technologies and has founded and co-founded various companies to
help achieve this goal.








The
Board nominated Dr. Botte to serve as a director because of her
thought leadership in the technical innovations of in carbon and
rare earth elements. She has no direct or indirect material
interest in any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K








The Board of Directors recommends a vote FOR the election of each
of the nominees as directors.
















11



















ITEM 2: SELECTION OF BF BORGERS CPA PC AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2021.








The Board of Directors has selected BF Borgers CPA PC (“BF
Borgers CPA PC” or “BFB”), as our independent
registered public accounting firm for the year ending December 31,
2021. A representative of BF Borgers CPA PC is expected to be
present at the Annual Meeting, will have an opportunity to make a
statement if he so desires and will be available to respond to
appropriate questions.








Shareholder ratification of the appointment of our independent
registered public accounting firm is not required by our bylaws or
otherwise. However, our Board is submitting the appointment of BF
Borgers CPA PC to the shareholders for ratification as a matter of
what it considers to be good corporate practice. Even if the
appointment is ratified, our Board in its discretion may direct the
appointment of a different independent registered public accounting
firm at any time during the year if the Board determines that such
a change would be in our and our shareholders’ best
interests.








The following table sets forth the aggregate fees billed by our
independent registered accounting firm for the fiscal years ended
December 31, 2020 and December 31, 2019. These fees are categorized
as audit fees, audit-related fees, tax fees, and all other fees.
The nature of the services provided in each category is described
in the table below.


















































2020













2019









Audit
fees







$


180,000









$


-







Audit-related
fees









10,000



















Tax
fees









-











-







All other
fees



















$










Total
Fees







$


190,000









$


-













Audit fees


. Consist of fees
billed for professional services rendered for the audit of the
consolidated financial statements and review of the quarterly
interim consolidated financial statements. These fees also include
the review of registration statements and the delivery of consents
in connection with registration statements.












Tax fees


. Consists of fees paid
to BFB related to the filings of Federal and State returns during
the years ended December 31, 2020 and 2019.










All other fees


. Consists of
fees related to letters to underwriters in connection with certain
registration statements for the years ended December 31, 2020 and
2019.









The Audit Committee of our Board of Directors has established its
pre-approval policies and procedures, pursuant to which the Audit
Committee approved the foregoing audit and audit-related services
provided by BFB in 2020 and 2019 consistent with the Audit
Committee’s responsibility for engaging our independent
auditors. The Audit Committee also considered whether the non-audit
services rendered by our independent registered public accounting
firm are compatible with an auditor maintaining independence. The
Audit Committee has determined that the rendering of such services
is compatible with BFB maintaining its independence.








The Board of Directors recommends a vote FOR the selection of each
of BF Borgers CPA PC as our independent registered public
accounting firm for the fiscal year ending December 31,
2021.














12




















C

ORPORATE GOVERNANCE








Criteria for Director Nominations




In
assessing the qualifications of candidates for nomination as
director, in addition to qualifications set forth in our bylaws,
the Board considers whether a candidate possesses the integrity,
judgment, knowledge, experience, skills and expertise that are
likely to enhance the Board of Directors’ ability to manage
and direct our affairs and business, including, when applicable, to
enhance the ability of the committees of the Board of Directors to
fulfill their duties.








Although
the Board is willing to consider candidates recommended by our
shareholders, it has not adopted a formal policy with regard to the
consideration of any director candidates recommended by our
shareholders. The Board believes that a formal policy is not
necessary or appropriate because of the small size of the Board and
because the current Board already has a diversity of business
background and industry experience. Our Board will consider
director candidates recommended by shareholders who are highly
qualified in terms of business experience and both willing and
expressly interested in serving on the Board. Shareholders
recommending candidates for consideration should send their
recommendations to us at our principal executive offices (American
Resources Corporation, 12115 Visionary Way, Suite 174, Fishers,
Indiana 46038) in accordance with the procedures described in our
amended and restated bylaws. The Board will consider
recommendations for the 2022 Annual Meeting of Shareholders if they
are received by the close of business on February 28,
2022.














13

















Director Independence




The
Board of Directors determined that Messrs. Taplin and Layman and
Dr. Botte are independent within the meaning of the listing
standards for general independence of the NASDAQ Global Select
Market.








Under
the listing standards, the Audit Committee is required to be
composed solely of independent directors. The standards for audit
committee membership include additional requirements under rules of
the Securities and Exchange Commission (the “SEC”). The
Board has determined that all of the members of the audit committee
meet the applicable independence requirements.








Code of Conduct and Financial Code of Ethics




Our
Code of Conduct and Financial Code of Ethics provides general
statements of our expectations regarding ethical standards that we
expect our directors, officers and employees to adhere to while
acting on our behalf. The Code of Conduct and Financial Code of
Ethics are available on our Internet website,
www.americanresourcescorp.com.








We
intend to post on our website any amendments to, or waivers of, any
provision of the Code of Conduct or Financial Code of Ethics to the
extent applicable to our Chief Executive Officer, President, Chief
Financial Officer or Chief Operating Officer or that relates to any
element of the SEC’s definition of a “code of
ethics.”








Conflicts of Interest and Related-Party Transactions




The
Audit Committee will address and resolve any issues with respect to
related-party transactions and conflicts of interest involving our
senior officers, directors or other “related persons”
under Item 404(a) of the SEC’s Regulation S-K and in
accordance with our Related Persons Transactions
Policy.








Our
Code of Conduct provides that all directors, officers and other
employees should avoid actual conflicts of interest as well as
potential conflicts of interest, and our Financial Code of Conduct,
applicable to our Chief Executive Officer, President, Chief
Financial Officer, Chief Operating Officer and other senior
financial officers, similarly obligates those employees to handle
actual or apparent conflicts of interest between personal and
professional relationships in an ethical manner. Any questionable
situation is required to be disclosed to an employee’s direct
supervisor or the Chief Compliance Officer, which is currently our
Chief Financial Officer.








Pursuant
to our Code of Conduct and our Related Persons Transactions Policy,
the Board has delegated to the Audit Committee the responsibility
for reviewing and resolving any issues with respect to
related-party transactions and conflicts of interests involving
senior officers or directors of the Company or other related
persons under the applicable rules of the SEC. Our Code of Conduct
requires that (i) each director and officer shall promptly disclose
to the Chief Compliance Officer any potential conflicts of interest
he (or a member of such person’s immediate family) may have
with respect to any matter involving the Company and, if
appropriate, recuse himself from any discussions or decisions on
any of these matters, and (ii) the Chief Compliance Officer shall
promptly advise the Audit Committee and the Chief Executive Officer
of any potential conflicts of interest he or she may have with
respect to any matter involving the Company and, if appropriate,
recuse himself from any discussions or decisions on any of these
matters.














14

















In
accordance with our Related Persons Transactions Policy, in
determining whether to approve or ratify a related- party
transaction, the Committee will take into account, among other
factors it deems appropriate: (1) whether the transaction is on
terms no less favorable than terms generally available to an
unaffiliated third-party under the same or similar circumstances,
(2) the benefits to the Company and the related person, (3) the
extent of the related person’s interest in the transaction,
(4) the nature of the interest of the related person and (5)
whether the transaction may involve a conflict of
interest.








Policy with Respect to Hedging Transactions




We have
not adopted any practice or policy regarding the ability of our
employees (including officers) or directors, or any of their
designees, to purchase financial instruments (including prepaid
variable forward contracts, equity swaps, collars, and exchange
funds), or otherwise engage in transactions, that hedge or offset,
or are designed to hedge or offset, any decrease in the market
value of our equity securities. As such, our employees, officer,
directors or their designees are generally permitted to engage in
these transactions.








Board Leadership




The
Board does not have a policy regarding the separation of the roles
of Chief Executive Officer and Chairman of the Board, as our Board
believes it is in our best interests to make that determination
based on our position and direction and membership of the Board.
Currently, the position of Chief Executive Officer and Chairman are
held both by Mark C. Jensen.








The Board’s Role in Risk Oversight




The
Board of Directors is actively involved in the oversight of risks
that could impact American Resources, and risk oversight is the
responsibility of the full Board. The Board has ultimate oversight
responsibility for the Company’s system of enterprise risk
management.








Throughout
the year, the full Board (or the appropriate committee in the case
of risks in areas for which responsibility has been delegated to a
particular committee) participates in reviews with management of
the Company’s risk management process, the major risks facing
the Company and steps taken to mitigate those risks. The Board
reviews include litigation and other legal matters, regulatory
developments, budget and policy, and industry and economic
developments. In addition, existing committees help the Board carry
out its responsibility for risk oversight by focusing on specific
key areas of risk:















the Audit Committee
oversees the management of financial risks;

















the Compensation
Committee oversees the management of risks relating to our employee
compensation plans and arrangements; and

















the Environmental,
Health and Safety Committee oversees the management of risks
relating to our environmental, health and safety policies, programs
and initiatives.
















15

















Director Attendance




Last
year, the Board met 17 times, and the standing committees met a
total of 4 times. Each director attended 100% of the meetings (in
person or by telephone) of the Board of Directors and each of the
committees on which they served in 2020.








Board Organization and Committees




The
Board oversees the management of the Company’s business and
affairs. The Board appoints committees to help carry out its
duties. The following table sets forth the standing committees of
the Board and their members as of the date of this Proxy Statement,
as well as the number of meetings each committee held during
2020:
























































Director











Audit
Committee











Compensation
Committee











Environmental,
Health and Safety Committee








Courtenay
O. Taplin





X















Michael
G. Layman





X*





X*










Gerardine
G. Botte





X





X










Mark C.
Jensen















X





Thomas
M. Sauve















X*





Number of Meetings Held in 2020





4





4





4










*
Indicates Chairperson








Audit Committee:




The
primary responsibilities of the Audit Committee are to assist the
Board in fulfilling its oversight responsibility for:















the integrity of
the financial reports and other financial information provided by
us to the public or any governmental




The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

NATURAL GAS FUELING & CONVERSION: American Resources Corporation Expands Carbon Production With The Restart Of Its Mccoy Elkhorn Complex And Secures Initial Sales Contracts - Oct. 8, 2021
NATURAL GAS FUELING & CONVERSION: Press Release Dated October 4, 2021 - Oct. 5, 2021

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