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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 5.07Submission 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