8-K

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: April 28, 2022(Date of earliest event reported)

Ritchie Bros. Auctioneers Incorporated

(Exact Name of Registrant as Specified in Its Charter)

Canada	001-13425	98-0626225
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification)

9500 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J0C6

(Address of principal executive offices) (Zip Code)

(778) 331-5500

(Registrant’s Telephone Number, Including Area Code)

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(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares	RBA	New York Stock Exchange
Common Share Purchase Rights	N/A	New York Stock Exchange

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, 2022, the Company held its 2022 annual and special meeting of shareholders (the “Meeting”). Proxies with respect to the matters voted upon at the Meeting were solicited under Regulation 14A of the Securities Exchange Act of 1934, as amended. All of the resolutions put forward at the Meeting were approved. The final voting results of the 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
Erik Olsson		86,616,756		7,384,092		-		1,505,334
Ann Fandozzi		93,698,494		302,354		-		1,505,334
Christopher Zimmerman		92,155,252		1,845,596		-		1,505,334
Bob Elton		91,804,953		2,195,895		-		1,505,334
Sarah Raiss		92,059,991		1,940,857		-		1,505,334
Adam DeWitt		93,155,283		845,565		-		1,505,334
Lisa Hook		93,136,177		864,671		-		1,505,334
Mahesh Shah		93,694,591		306,257		-		1,505,334
Carol M. Stephenson		93,623,983		376,865		-		1,505,334

(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 until the next annual meeting of the Company 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
	95,257,865		237,017		11,300		-

(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
	78,520,207		15,460,632		20,009		1,505,334

(4)    Reconfirmation of Amended and Restated Shareholder Rights Plan Agreement. The Company’s shareholders approved the ordinary resolution reconfirming the Amended and Restated Shareholder Rights Plan Agreement, dated as of February 28, 2019, between the Company and Computershare Investor Services Inc. as described in the Company’s Proxy Statement dated March 15, 2022. The following table sets forth the vote of the shareholders at the Meeting with respect to reconfirming the Amended and Restated Shareholder Rights Plan Agreement:

For		Against		Abstain		Broker Non-Vote
	87,873,035		6,109,608		18,205		1,505,334

(5)    Increase Maximum Number of Directors from Ten to Twelve. The Company’s shareholders approved the special resolution authorizing the Company to amend its articles to increase the maximum number of directors of the Company from ten (10) to twelve (12). The following table sets forth the vote of the shareholders at the Meeting with respect to the increase in the maximum number of directors of the Company:

For		Against		Abstain		Broker Non-Vote
	95,411,752		65,026		29,404		-

(6)    Advisory Vote on Executive Compensation. The Company’s shareholders voted upon the non-binding advisory resolution regarding the frequency with which the Company includes in its Proxy Statement a “Say on Pay” proposal. The following table sets forth the vote of the shareholders at the Meeting with respect to the frequency of shareholder votes on executive compensation:

One Year		Two Years		Three Years		Abstain
	93,513,301		13,637		452,285		21,625

Based on the foregoing vote, the Company will continue its existing policy of including a non-binding advisory vote on named executive officer compensation in its proxy materials every year until the next shareholder vote on the frequency of the advisory vote on named executive officer compensation is required.

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: April 28, 2022	Ritchie Bros. Auctioneers Incorporated
	By:	/s/ Darren Watt
		Darren Watt
		General Counsel & Corporate Secretary

XML

Cover	Apr. 28, 2022
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 28, 2022
Entity File Number	001-13425
Entity Registrant Name	Ritchie Bros. Auctioneers Incorporated
Entity Central Index Key	0001046102
Entity Tax Identification Number	98-0626225
Entity Incorporation, State or Country Code	Z4
Entity Address, Address Line One	9500 Glenlyon Parkway
Entity Address, City or Town	Burnaby
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V5J0C6
City Area Code	778
Local Phone Number	331-5500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common shares
Document Information [Line Items]
Title of 12(b) Security	Common shares
Trading Symbol	RBA
Security Exchange Name	NYSE
Common Share Purchase Rights
Document Information [Line Items]
Title of 12(b) Security	Common Share Purchase Rights
No Trading Symbol Flag	true
Security Exchange Name	NYSE