UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 5, 2020, the Company held its 2020 annual meeting of shareholders (the “Annual Meeting”). Proxies with respect to the matters voted upon at the Annual Meeting were solicited under Regulation 14A of the Securities Exchange Act of 1934, as amended. All of the resolutions put forward at the Annual Meeting were approved. The final voting results of the Annual Meeting are set out below:
| (1) | Election of Directors. The Company’s shareholders elected the following 9 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 Meeting with respect to the election of directors: |
| Nominee | For | Withheld | Abstain |
Broker Non-Vote | ||||
| Beverley Briscoe | 77,183,157 | 1,348,203 | - | 3,299,842 | ||||
| Adam Dewitt | 78,311,440 | 219,920 | 3,299,842 | |||||
| Robert G. Elton | 78,057,065 | 474,295 | - | 3,299,842 | ||||
| Ann Fandozzi | 78,213,799 | 317,561 | 3,299,842 | |||||
| J. Kim Fennell | 78,081,302 | 450,058 | 3,299,842 | |||||
| Erik Olsson | 77,962,206 | 569,154 | - | 3,299,842 | ||||
| Sarah Raiss | 77,676,898 | 854,462 | - | 3,299,842 | ||||
| Amy G. Shenkan | 78,070,608 | 460,752 | - | 3,299,842 | ||||
| Christopher Zimmerman | 77,330,053 | 1,201,307 | 3,299,842 |
| (2) | Appointment of Ernst & Young LLP. The Company’s shareholders approved the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 and authorized the audit committee of the Board to fix their remuneration. The following table sets forth the vote of the shareholders at the Meeting with respect to the appointment of Ernst & Young LLP: |
| For | Withheld | Abstain | Broker Non-Vote | |||
| 81,765,089 | 66,113 | - | - |
| (3) | Advisory Vote on Executive Compensation. The Company’s shareholders approved the non-binding advisory resolution, commonly known as a “Say on Pay” proposal, regarding the compensation of the Company’s named executive officers. The following table sets forth the vote of the shareholders at the Meeting with respect to the advisory vote on executive compensation: |
| For | Against | Abstain | Broker Non-Vote | |||
| 75,573,591 | 2,894,024 | 63,745 | 3,299,842 |
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.
| Dated: May 7, 2020 | Ritchie Bros. Auctioneers Incorporated | |
| By: | /s/ Darren Watt | |
| Darren Watt | ||
| General Counsel & Corporate Secretary | ||