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):  

June 13, 2023

Commission file number: 000-28837

 

njmc_8kimg1.jpg

 

Idaho Strategic Resources, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Idaho

 

82-0490295

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

201 N. 3rd Street, Coeur d’Alene, ID

 

83814

(Address of principal executive offices)   

 

(zip code)

 

Registrant's telephone number, including area code: (208) 625-9001

 

N/A

(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 (see General Instruction A.2. below):

 

☐  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(g) of the Act:

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on Which Registered

Common Stock, no par value

 

IDR

 

NYSE American LLC

 

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 June 12, 2023, Idaho Strategic Resources, Inc. (the “Company”) held an annual meeting of shareholders (the “Annual Meeting”) for consideration of the following proposals:

 

Proposal – 1.

 

The election of the nominees to the Company’s Board of Directors to serve until the Company’s 2024 Annual Meeting of Shareholders or until successors are duly elected and qualified; the following are nominees for re-election as Directors: John Swallow, Grant Brackebusch, Kevin Shiell, Rich Beaven;

 

 

 

Proposal – 2.

 

Ratification of the appointment of the Company’s independent registered public accounting firm, Assure, CPA, LLC;

 

 

 

Proposal – 3

 

To approve the Company’s 2023 Equity Incentive Compensation Plan

 

Each of the foregoing proposals is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 15, 2023.

 

As of the record date, April 28, 2022, there were 12,256,655 shares of the Company’s common stock outstanding.  At the Annual Meeting, there were present in person or by proxy 8,741,647 shares of the Company’s common stock, representing approximately 71.32% of the Company’s total outstanding common stock.  The results for each proposal submitted to a vote of shareholders at the Annual Meeting are as follows:

 

Proposals

 

Votes For

 

 

Votes Against or Withheld

 

 

Abstentions

 

 

Broker Non-Vote

 

Proposal 1 – Election of Directors

 

 

 

 

 

 

 

 

 

 

 

 

    John Swallow

 

 

5,101,738

 

 

 

0

 

 

 

539,087

 

 

 

3,100,822

 

    Grant Brackebusch

 

 

5,101,777

 

 

 

0

 

 

 

539,048

 

 

 

3,100,822

 

    Kevin Shiell

 

 

4,936,476

 

 

 

0

 

 

 

704,349

 

 

 

3,100,822

 

    Richard Beaven

 

 

5,101,738

 

 

 

0

 

 

 

539,087

 

 

 

3,100,822

 

 

 

 

Votes For

 

 

Votes Against or Withheld

 

 

Abstentions

 

Proposal 2 – Ratification of Auditor

 

 

8,733,390

 

 

 

1,163

 

 

 

7,094

 

 

 

 

Votes For

 

 

Votes Against or Withheld

 

 

Abstentions

 

 

Broker Non-Vote

 

Proposal 3 – Company’s 2023 Equity Incentive Compensation Plan

 

 

5,121,899

 

 

 

424,398

 

 

 

94,528

 

 

 

3,100,822

 

 

Based on the above voting results, (i) the director nominees, John Swallow, Grant A. Brackebusch, Kevin Shiell and Rich Beaven were re-elected directors, each for a term expiring at the 2024 annual meeting of shareholders, (ii) Assure, CPA, LLC was ratified as the Company’s independent registered accounting firm for the ensuing year, and (iii) the Company’s 2023 Equity Incentive Plan has been approved.

 

 

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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 thereunto duly authorized.  

 

 

IDAHO STRATEGIC RESOURCES, INC.

 

 

 

 

 

 

By:

/s/ John Swallow

 

 

 

 

 

 

 

John Swallow

 

 

 

Its: President & CEO

 

 

 

Date: June 13, 2023

 

 

 

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