UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of the Ritchie Bros. Auctioneers Incorporated 2023 Share Incentive Plan
As described in Item 5.07 below, on May 8, 2023, Ritchie Bros. Auctioneers Incorporated (the “Company”) held its annual and special meeting of shareholders (the “Meeting”). The Ritchie Bros. Auctioneers Incorporated 2023 Share Incentive Plan (the “2023 Plan”) was adopted by the Board of Directors of the Company (the “Board”) on April 3, 2023, subject to the approval of the Company’s shareholders. At the Meeting, the Company’s shareholders approved the 2023 Plan.
The principal terms of the 2023 Plan are described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2023 (the “Proxy Statement”) under the caption “Proposal Four: Approval of the Share Incentive Plan – Summary of the 2023 Plan”, which description is incorporated herein by reference. This summary of the 2023 Plan is qualified in its entirety by reference to the full text of the 2023 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this description by reference.
Approval of the Ritchie Bros. Auctioneers Incorporated 2023 Employee Stock Purchase Plan
The Ritchie Bros. Auctioneers Incorporated 2023 Employee Stock Purchase Plan (the “ESPP”) was adopted by the Board on April 3, 2023, subject to the approval of the Company’s shareholders. At the Meeting, the Company’s shareholders approved the ESPP.
The principal terms of the ESPP are described in the Proxy Statement under the caption “Proposal Five: Approval of the Employee Stock Purchase Plan – Material Terms of the ESPP”, which description is incorporated herein by reference. This summary of the ESPP is qualified in its entirety by reference to the full text of the ESPP, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated into this description by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 8, 2023, the Company held its 2023 annual and special meeting of shareholders. 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 12 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 | Against | Broker Non-Votes | |||
| Erik Olsson | 138,236,041 | 13,196,152 | 5,879,582 | |||
| Ann Fandozzi | 148,314,288 | 3,117,904 | 5,879,582 | |||
| Brian Bales | 149,171,974 | 2,260,218 | 5,879,582 | |||
| William Breslin | 148,435,088 | 2,997,104 | 5,879,582 | |||
| Adam DeWitt | 145,260,573 | 6,171,619 | 5,879,582 | |||
| Robert G. Elton | 143,652,516 | 7,779,676 | 5,879,582 | |||
| Lisa Hook | 136,285,494 | 15,146,698 | 5,879,582 | |||
| Timothy O’Day | 148,950,838 | 2,481,354 | 5,879,582 | |||
| Sarah Raiss | 133,246,957 | 18,185,236 | 5,879,582 | |||
| Michael Sieger | 147,836,691 | 3,595,501 | 5,879,582 | |||
| Jeffrey C. Smith | 148,653,187 | 2,779,005 | 5,879,582 | |||
| Carol M. Stephenson | 141,744,317 | 9,687,876 | 5,879,582 |
| (2) | Appointment of Ernst & Young LLP. The Company’s shareholders approved the appointment of Ernst & Young LLP (United States) 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-Votes | |||
| 156,296,561 | 487,201 | 528,013 | - |
| (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-Votes | |||
| 130,778,421 | 20,066,068 | 587,704 | 5,879,582 |
| (4) | Approval of the 2023 Plan. The Company’s shareholders approved the 2023 Plan. The following table sets forth the vote of the shareholders at the Meeting with respect to approval of the 2023 Plan: |
| For | Against | Abstain | Broker Non-Votes | |||
| 138,582,558 | 12,263,976 | 585,659 | 5,879,582 |
| (5) | Approval of the ESPP. The Company’s shareholders approved the ESPP. The following table sets forth the vote of the shareholders at the Meeting with respect to approval of the ESPP: |
| For | Against | Abstain | Broker Non-Votes | |||
| 148,778,932 | 2,114,905 | 538,356 | 5,879,582 |
| (6) | Approval of the Amendment of the Company’s Articles to Effect Name Change. The Company’s shareholders approved a special resolution authorizing the Company to amend its articles to change its corporate name from “Ritchie Bros. Auctioneers Incorporated” to “RB Global, Inc.” or such other name as is acceptable to the Company and applicable regulatory authorities. The following table sets forth the vote of the shareholders at the Meeting with respect to the special resolution: |
| For | Against | Abstain | Broker Non-Votes | |||
| 156,316,720 | 451,987 | 543,068 | - |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 10.1 | Ritchie Bros. Auctioneers Incorporated 2023 Share Incentive Plan. | |
| 10.2 | Ritchie Bros. Auctioneers Incorporated 2023 Employee Stock Purchase Plan. | |
| 104 | Cover Page Interactive Data File. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ritchie Bros. Auctioneers Incorporated | ||
| Date: May 10, 2023 | By: | /s/ Ryan Welsh |
| Ryan Welsh | ||
| Vice President Legal & Corporate Secretary |