TRILOGY METALS INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
The material terms of each of the RSU Plan and DSU Plan are described in the
Company's definitive proxy statement, dated
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company's shareholders approved each of the following
proposals set forth in the Company's Definitive Proxy Statement on Schedule 14A,
which was filed with the
(1) Election of Directors. The Company's shareholders elected the following 8
nominees to the Board. Each of the nominees will serve for a one-year term
and hold office until the next annual meeting of shareholders, unless he or
she sooner ceases to hold office. The following table sets forth the vote of
the shareholders at the Annual Meeting with respect to the election of
directors:
Broker
Nominee For Withheld Abstain Non-Vote
(2) Appointment of
approved the appointment of PricewaterhouseCoopers LLP as the Company's
independent registered public accounting firm until the next annual meeting
of shareholders or until a successor is appointed and authorized the audit
committee of the Board to fix their remuneration. The following table sets
forth the vote of the shareholders at the Annual Meeting with respect to the
appointment of PricewaterhouseCoopers LLP :
For Withheld Abstain Broker Non-Vote
117,890,256 297,296 - 1
(3) Approval of the Restricted Share Unit Plan. The Company's shareholders
approved amendments and unallocated awards under the Restricted Share Unit
Plan, as set forth below:
For Withheld Abstain Broker Non-Vote
92,690,774 8,859,700 194,256 16,518,623
(4) Approval of the Deferred Share Unit Plan. The Company's shareholders approved
amendments and unallocated awards under the Deferred Share Unit Plan, as set
forth below:
For Withheld Abstain Broker Non-Vote
90,077,518 11,440,948 226,264 16,518,623
(5) Approval of Non-Binding Resolution Approving Executive Compensation. The
Company's shareholders approved a non-binding resolution approving the
compensation of the Company's "Named Executive Officers". The following table
sets forth the vote of the shareholders at the Annual Meeting with respect to
the approval of executive compensation:
For Against Abstain Broker Non-Vote
89,034,428 12,354,613 355,689 16,518,623
(6) Frequency for the Non-Binding Advisory Vote on Executive Compensation. The
Company's Shareholders voted on a non-binding advisory vote regarding the
frequency of the advisory vote on the compensation of the Company's Named
Executive Officer. The following table sets forth the vote of the
shareholders at the Annual Meeting with respect to the ratification and
approval of such unallocated awards:
1 Year 2 Years 3 Years Abstain Broker Non-Votes 82,494,024 146,989 18,895,660 - 16,518,625
A majority of the Company's Shareholders selected a one year frequency for the non-binding advisory vote on the compensation of the Company's Named Executive Officers. The Company had previously adopted three years as the frequency for the non-binding advisory vote on the compensation of the Company's Named Executive Officers and will consider the timing of the frequency of the advisory vote on the compensation of the Company's Named Executive Officers for the next shareholders meeting.
Item 7.01 Regulation FD Disclosure
On
The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description 10.1Trilogy Metals Inc. Restricted Share Unit Plan (incorporated by reference to Appendix B to the Company's Definitive Proxy Statement on Schedule 14A, filed onMarch 29, 2022 ) 10.2Trilogy Metals Inc. Non-Employee Directors Deferred Share Unit Plan (incorporated by reference to Appendix C to the Company's Definitive Proxy Statement on Schedule 14A, filed onMarch 29, 2022 ) 99.1 Press release, datedMay 16, 2022 relating to voting results from its Annual Meeting 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)
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