UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 17, 2023, Trilogy Metals Inc. (the “Company”) held its 2023 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 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 30, 2023 (the “Proxy Statement”):
| (1) | Set the Number of Directors of the Company at Seven. The Company’s shareholders voted to set the number of directors on the board of directors (the “Board”) at seven. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to setting the number of directors at seven: |
| For | Against | Abstain | Broker Non-Vote | |||
| 77,541,191 | 418,416 | - | 36,004,031 |
| (2) | Election of Directors. The Company’s shareholders elected the following 7 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 | 78,199,541 | 352,855 | - | 36,004,032 | ||||
| James Gowans | 78,196,709 | 355,687 | - | 36,004,032 | ||||
| William Hayden | 78,198,714 | 353,682 | - | 36,004,032 | ||||
| William Hensley | 78,192,689 | 359,707 | - | 36,004,032 | ||||
| Gregory Lang | 77,990,586 | 561,810 | - | 36,004,032 | ||||
| Janice Stairs | 77,971,750 | 580,646 | - | 36,004,032 | ||||
| Diana Walters | 76,899,869 | 1,652,527 | - | 36,004,032 |
| (3) | 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 | |||
| 112,974,863 | 988,775 | - | - |
| (4) | 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 | |||
| 74,524,254 | 2,979,648 | 455,702 | 36,004,034 |
Item 7.01 Regulation FD Disclosure
On May 18, 2023, 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 |
| 99.1 | Press release, dated May 18, 2023 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 18, 2023 | By: | /s/ Elaine Sanders |
| Elaine Sanders, Chief Financial Officer | ||