UNITED STATES
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): August 22, 2023
RARE ELEMENT RESOURCES LTD.
(Exact name of registrant as specified in its charter)
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British Columbia, Canada | 001-34852 | Not Applicable |
(State or other jurisdiction of | (Commission File Number) | (IRS Employer |
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P.O. Box 271049 | 80127 |
(Address of principal executive offices) | (Zip Code) |
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Registrant’s telephone number, including area code: | (720) 278-2460 |
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Not Applicable |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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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)) |
Securities registered pursuant to Section 12(b) of the Act: None
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. ☐
Item 5.07Submission of a Matter to a Vote of Security Holders.
On August 22, 2023, Rare Element Resources Ltd. (the “Company”) held its 2023 annual meeting of shareholders (the “Meeting”). At the Meeting, four proposals were submitted to the shareholders for approval as set forth in the Company’s definitive management information and proxy circular filed on July 10, 2023. As of the record date (June 28, 2023), a total of 212,613,451 common shares of the Company were outstanding and entitled to vote. In total, 155,637,970 common shares were present in person or represented by proxy at the Meeting, which represented approximately 73.2% of the shares outstanding and entitled to vote as of the record date.
The votes on the proposals were cast as set forth below:
Name | | For | | Withheld | | Broker Non-Votes |
Gerald W. Grandey | | 132,037,500 | | 786,901 | | 22,813,569 |
Brent D. Berg | | 131,792,737 | | 1,031,664 | | 22,813,569 |
Barton S. Brundage | | 131,767,799 | | 1,056,602 | | 22,813,569 |
Nicole J. Champine | | 131,792,987 | | 1,031,414 | | 22,813,569 |
Paul J. Hickey | | 131,767,286 | | 1,057,115 | | 22,813,569 |
Kelli C. Kast | | 131,797,281 | | 1,027,120 | | 22,813,569 |
David I. Roberts | | 131,748,796 | | 1,075,605 | | 22,813,569 |
For | | Against | | Abstain |
154,557,100 | | 478,996 | | 601,874 |
For | | Against | | Abstain | | Broker Non-Votes |
130,283,924 | | 1,819,425 | | 721,052 | | 22,813,569 |
3 Years | | 2 Years | | 1 Year | | Abstain |
129,210,058 | | 383,733 | | 2,492,129 | | 738,481 |
With respect to Proposal 4, the Company’s board of directors, after considering the advisory vote of the shareholders, has determined to provide for an advisory shareholder vote on the compensation of the Company’s named executive officers every three years.
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SIGNATURE
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.
Date: August 24, 2023
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| RARE ELEMENT RESOURCES LTD. | |
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| By: | /s/ Wayne E. Rich |
| Name: | Wayne E. Rich |
| Title: | Chief Financial Officer |