UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 13, 2022, Trilogy Metals Inc. (the “Company”) held its 2022 annual meeting of shareholders (the “Annual Meeting”) at the offices of the Company in Vancouver, British Columbia, Canada. At the Annual Meeting, the Company’s shareholders approved amendments to the Company’s Restricted Share Unit Plan (as amended, the “RSU Plan”) and the Company’s Non-Employee Directors Deferred Share Unit Plan (as amended, the “DSU Plan”), as reported in Item 5.07 below.
The material terms of each of the RSU Plan and DSU Plan are described in the Company’s definitive proxy statement, dated March 29, 2022, under the headings “Matters to be Acted Upon at Meeting – Approval of Amendments to and Unallocated Entitlements Under the Restricted Share Unit Plan” and “Matters to be Acted Upon – Approval of Amendments to and Unallocated Entitlements Under the Deferred Share Unit Plan”, respectively, which are incorporated herein by reference. The RSU Plan is filed as Exhibit 10.1 hereto, and the DSU Plan is filed as Exhibit 10.2 hereto.
| 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 Securities and Exchange Commission on March 29, 2022 (the “Proxy Statement”):
| (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: |
| Nominee | For | Withheld | Abstain |
Broker Non-Vote | ||||
| Tony Giardini | 101,505,574 | 239,157 | - | 16,518,622 | ||||
| James Gowans | 87,137,657 | 14,607,074 | - | 16,518,622 | ||||
| William Hayden | 101,527,372 | 217,359 | - | 16,518,622 | ||||
| William Hensley | 101,512,528 | 232,203 | - | 16,518,622 | ||||
| Gregory Lang | 97,853,372 | 3,891,359 | - | 16,518,622 | ||||
| Kalidas Madhavpeddi | 98,448,800 | 3,295,931 | - | 16,518,622 | ||||
| Janice Stairs | 97,892,140 | 3,852,590 | - | 16,518,622 | ||||
| Diana Walters | 98,474,256 | 3,270,475 | - | 16,518,622 |
| (2) | Appointment of PricewaterhouseCoopers LLP. The Company’s shareholders 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 May 16, 2022, the Company issued a press release announcing the election of directors and voting results from the Annual Meeting. The press release is attached hereto as Exhibit 99.1.
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 |
| 10.1 | Trilogy Metals Inc. Restricted Share Unit Plan (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 29, 2022) |
| 10.2 | Trilogy 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 on March 29, 2022) |
| 99.1 | Press release, dated May 16, 2022 relating to voting results from its Annual Meeting |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) |
SIGNATURES
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.
| TRILOGY METALS INC. | ||
| Dated: May 16, 2022 | By: | /s/ Elaine Sanders |
| Elaine Sanders, Chief Financial Officer | ||