8-K
false000188865400018886542023-04-272023-04-27

 

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): April 27, 2023

 

 

5E ADVANCED MATERIALS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-41279

87-3426517

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

19500 State Highway 249, Suite 125

 

Houston, Texas

 

77070

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (346) 439-9656

 

 

(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock

 

FEAM

 

The Nasdaq Global Select Market

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 5.07 Submission of Matters to a Vote of Security Holders.

On April 27, 2023, 5E Advanced Materials, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) where the following matters were voted upon by the Company’s stockholders:

1.
the election of each of five directors to the Board of Directors (the “Board”);

2.
the ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the 2023 fiscal year;

3.
the ratification and approval of the issuance of our 4.50% Secured Convertible Notes (the “Notes”) to Bluescape Special Situations IV LLC (“Bluescape”);

4.
the ratification and approval of existing grants made under the Company’s 2022 Equity Compensation Plan (the “Plan”);

5.
approval of the Company’s Plan;

6.
approval of the participation by members of the Board (“Directors”) in the Plan;

7.
approval of the grant of awards to the current Directors of the Company pursuant to the Plan; and

8.
approval of the issuance of common stock to the current and former Directors of the Company.

 

As noted in the proxy statement for the 2022 Annual Meeting, under the rules of the ASX, the Company disregarded votes cast in favor of certain proposals for those shareholders who may have had an interest in the outcome thereof, which voting exclusions impacted the final voting results reflected below.

The following is a summary of the voting results for each matter presented to the Company’s stockholders:

1. Election of Directors

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

David Jay Salisbury

24,337,044

7,372,737

67,805

611,399

Stephen Hunt

27,162,937

4,545,935

68,714

611,399

H. Keith Jennings

27,128,077

488,806

4,160,703

611,399

Sen Ming (Jimmy) Lim

27,379,653

238,418

4,159,515

611,399

Graham van’t Hoff

17,959,158

13,741,327

77,101

611,399

The five directors nominated by the Board were elected to serve until the next annual meeting of stockholders and until their successors have been duly elected and qualified or until their earlier death, resignation, or removal. There were no nominees to office other than the directors elected.

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

2. Ratification of the appointment of PwC as the Company’s independent auditors for 2023

32,216,224

113,776

58,985

-


FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

3. Ratification and approval of the issuance of the Notes to Bluescape

31,285,632

400,482

91,472

611,399

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

4. Ratification and approval of existing grants made under the Plan

21,550,651

5,022,896

75,833

611,399

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

5. Approval of the Plan

21,199,996

5,321,851

127,533

611,399

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

6. Approval of participation of the Directors in the Plan

20,830,202

5,638,699

180,479

611,399

 7. Approval of the grant of awards to the current Directors pursuant to the Plan

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

 

 

 

 

 

 

 

 

 

David Jay Salisbury

 

19,755,869

 

6,711,290

 

182,221

 

611,399

Stephen Hunt

 

19,904,757

 

6,561,290

 

183,333

 

611,399

H. Keith Jennings

 

19,412,114

 

7,053,943

 

183,323

 

611,399

Sen Ming (Jimmy) Lim

 

19,757,859

 

6,709,290

 

182,231

 

611,399

Graham van’t Hoff

 

12,166,138

 

14,379,569

 

103,673

 

611,399

 8. Approval of the issuance of common stock to the current and former Directors of the Company

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

 

 

 

 

 

 

 

 

 

David Jay Salisbury

19,349,755

7,066,784

232,841

611,399

Stephen Hunt

 

19,499,745

 

6,916,784

 

232,851

 

611,399

Sen Ming (Jimmy) Lim

 

19,351,745

 

7,064,784

 

232,851

 

611,399

Patricia Mishic O’Brien

 

19,350,387

 

7,064,152

 

234,841

 

611,399

 


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.

 

 

 

 

 

 

 

 

Date:

May 3, 2023

By:

/s/ Chantel Jordan

 

 

 

Chantel Jordan
Senior Vice President, General Counsel, Corporate Secretary and Chief People Officer