UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 7, 2024, RB Global, Inc. (the “Company”) held its 2024 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 11 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 | |||||||||
| Robert G. Elton | 161,095,442 | 3,334,253 | 2,642,643 | |||||||||
| Jim Kessler | 163,883,304 | 546,393 | 2,642,643 | |||||||||
| Brian Bales | 161,837,470 | 2,592,225 | 2,642,643 | |||||||||
| Adam DeWitt | 163,790,935 | 638,762 | 2,642,643 | |||||||||
| Gregory B. Morrison | 164,039,842 | 389,853 | 2,642,643 | |||||||||
| Timothy O’Day | 157,549,136 | 6,880,561 | 2,642,643 | |||||||||
| Sarah Raiss | 161,102,332 | 3,327,365 | 2,642,643 | |||||||||
| Michael Sieger | 160,878,082 | 3,551,615 | 2,642,643 | |||||||||
| Jeffrey C. Smith | 163,802,846 | 626,849 | 2,642,643 | |||||||||
| Debbie Stein | 162,169,251 | 2,260,444 | 2,642,643 | |||||||||
| Carol Stephenson | 151,443,054 | 12,986,643 | 2,642,643 | |||||||||
(2) Appointment and Renumeration 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 and renumeration of Ernst & Young LLP:
| For | Withheld | Abstain | Broker Non-Votes | |||
| 167,018,738 | 24,096 | 29,506 | - |
(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 | |||
| 146,880,097 | 17,530,251 | 19,349 | 2,642,643 |
(4) Continuance to a Corporation Organized under the Business Corporations Act (Ontario). The Company’s shareholders approved the special resolution authorizing the Company’s continuation from a corporation organized under the Canada Business Corporations Act to a corporation organized under the Business Corporation Act (Ontario). The following table sets forth the vote of the shareholders at the Meeting with respect to approval of the continuation:
| For | Against | Abstain | Broker Non-Votes | |||
| 123,024,233 | 41,349,398 | 56,066 | 2,642,643 |
2
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.
| RB GLOBAL, INC. | ||
| By: | /s/ Ryan Welsh | |
| Ryan Welsh | ||
| Vice President, Legal & Corporate Secretary | ||
Date: May 8, 2024