0001140361-15-046099.txt : 20151231 0001140361-15-046099.hdr.sgml : 20151231 20151231174751 ACCESSION NUMBER: 0001140361-15-046099 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160101 FILED AS OF DATE: 20151231 DATE AS OF CHANGE: 20151231 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RITCHIE BROS AUCTIONEERS INC CENTRAL INDEX KEY: 0001046102 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9500 GLENLYON PARKWAY CITY: BURNABY STATE: A1 ZIP: V5J 0C6 BUSINESS PHONE: 7783315500 MAIL ADDRESS: STREET 1: 9500 GLENLYON PARKWAY CITY: BURNABY STATE: A1 ZIP: V5J 0C6 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wall Randall James CENTRAL INDEX KEY: 0001661932 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13425 FILM NUMBER: 151316272 MAIL ADDRESS: STREET 1: C/O RITCHIE BROS. AUCTIONEERS INC. STREET 2: 9500 GLENLYON PARKWAY CITY: BURNABY STATE: A1 ZIP: V5J 0C6 3 1 doc1.xml FORM 3 X0206 3 2016-01-01 0 0001046102 RITCHIE BROS AUCTIONEERS INC RBA 0001661932 Wall Randall James C/O RITCHIE BROS. AUCTIONEERS INC. 9500 GLENLYON PARKWAY BURNABY A1 V5J 0C6 BRITISH COLUMBIA, CANADA 0 1 0 0 President, Canada Common Shares 25332 D Common Shares 1786 I Employee Stock Purchase Plan Employee Stock Option (Right to Buy) 22.46 2014-03-11 2024-03-11 Common Shares 7575 D Employee Stock Option (Right to Buy) 24.84 2015-03-10 2022-02-10 Common Shares 22854 D Restricted Share Units ("RSUs") - 2014 Common Shares 2331 D Dividend Equivalent Rights (2014 RSUs) Common Shares 94 D Performance Share Units ("PSUs") - 2014 Common Shares 73 D Dividend Equivalent Rights (2014 PSUs) Common Shares 3 D Date of grant is reflected above. The options vest as follows: 1/3 on the 1st anniversary of the date of grant; 1/3 on the 2nd anniversary of the date of grant; and 1/3 on the 3rd anniversary of the date of grant. The restricted share units vest on 3/11/2017. The cash value of the common shares underlying vested RSUs (determined in accordance with the RBA Restricted Share Unit Plan) will be paid to the reporting person, net of tax, as soon as practicable following the end of the month in which the RSUs vest; provided, that if such payment would occur at any time at which the reporting person may be in possession of undisclosed material information regarding RBA, or at any time at which, pursuant to any securities trading policy of RBA, the reporting person is restricted from trading in RBA securities, unless the Committee otherwise determines, payment will be postponed to the date which is 5 days after the later of (i) the date on which the reporting person is no longer in possession of such information or (ii) the date on which the reporting person is no longer restricted from trading in RBA securities. Each restricted share unit represents a contingent right to receive the economic equivalent of one RBA common share. Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share. The dividend equivalent rights accrued in respect of one grant of restricted share units, and become exercisable proportionately with the restricted share units to which they relate. The PSUs vest on 3/11/2017. The common shares underlying vested PSUs or the cash value thereof (as determined by the Committee under the RBA pre-2015 Senior Executive Performance Share Unit Plan (and if settled in shares, subject to shareholder approval) will be paid to the reporting person, net of tax, as soon as practicable following the end of the month in which the PSUs vest; provided, that if such payment would occur at any time at which the reporting person may be in possession of undisclosed material information regarding RBA, or at any time at which, pursuant to any securities trading policy of RBA, the reporting person is restricted from trading in RBA securities, unless the Committee otherwise determines, payment will be postponed to the date which is 5 days after the later of i) the date on which reporting person is no longer in possession of material undisclosed information or ii) the date on which reporting person is no longer restricted from trading in RBA securities. Each PSU represents a contingent right to receive the economic equivalent of one RBA common share. Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share. The dividend equivalent rights accrued in respect of one grant of performance share units, and become exercisable proportionately with the performance share units to which they relate. EXHIBIT 24.1 Power of Attorney /s/ Maria Teresa Punsalan as attorney-in-fact for Randall James Wall 2015-12-31 EX-24.1 2 wall_poa.htm WALL POA Unassociated Document
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Ryan Welsh, Maria Teresa Punsalan and Darren Jeffrey Watt, each acting alone, as the undersigned’s true and lawful attorney-in-fact to:
 
(1)  
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Ritchie Bros. Auctioneers Incorporated (the “Company”), Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder and any Form ID, Uniform Application for Access Codes to File on Edgar, or Update Passphrase Form;
 
(2)  
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5, Form ID or Update Passphrase Form and timely file such forms (including amendments thereto) and application with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
(3)  
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
 
The undersigned agrees that each such attorney-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact.  The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such attorney-in fact for purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments thereto), Form ID or Update Passphrase Form and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.
 
This Power of Attorney supersedes any power of attorney previously executed by the undersigned regarding the purposes outlined in the first paragraph hereof (“Prior Powers of Attorney”), and the authority of the attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined in the first paragraph hereof dated as of a later date.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of November, 2015.

 
/s/ Randall James Wall
RANDALL JAMES WALL