6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For November 23, 2012

Commission File Number: 001-13425

Ritchie Bros. Auctioneers Incorporated

9500 Glenlyon Parkway

Burnaby, BC, Canada

V5J 0C6

(778) 331 5500

(Address of principal executive offices)

indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F  ¨            Form 40-F  x

indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

Item I – Information Contained in this Form 6-K Report

Proposed change of independent registered public accounting firm:

As a result of a competitive request for proposal process undertaken by the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Ritchie Bros. Auctioneers Incorporated (the “Company”), the Audit Committee determined not to propose KPMG LLP (“KPMG”) for reappointment as the auditor of the Company on the expiry of its term of office at the annual meeting of shareholders of the Company to be held on or about April 25, 2013, but instead propose that the shareholders of the Company appoint Ernst & Young LLP (“E&Y”) as independent auditor of the Company. The decision to change the Company’s independent auditor was made by the Board, on recommendation of the Audit Committee, on October 26, 2012.

The reports of KPMG on the consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2010 and 2011 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principle.

During the fiscal years ended December 31, 2010 and 2011 and the subsequent interim period through September 30, 2012, there were no disagreements with KPMG on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of KPMG would have caused KPMG to make reference thereto in their reports on the financial statements of the Company for such fiscal years.

During the fiscal years ended December 31, 2010 and 2011 and the subsequent interim period through September 30, 2012, there were no “reportable events” (as defined in SEC Regulation S-K Item 304(a)(1)(v)).

During the fiscal years ended December 31, 2010 and 2011 and the subsequent period through September 30, 2012, the Company did not consult with E&Y regarding either:

(a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, nor did E&Y provide written or oral advice to the Company that E&Y concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

(b) any matter that was either the subject of a “disagreement” (as defined in SEC Regulation S-K Item 304(a)(1)(iv) and the related instructions), or a “reportable event” (as defined in Item 304(a)(1)(v) of SEC Regulation S-K).

Letter of KPMG LLP:

In connection with requirements under Canadian law, the Company provided a form of notice to KPMG regarding the Audit Committee’s recommended change in auditor. A copy of the Company’s form of notice is filed as Exhibit 16.1 to this Report on Form 6-K. In response, the Company received a letter from KPMG acknowledging its agreement with the Company’s letter. A copy of KPMG’s letter is filed as Exhibit 16.2 to this Report on Form 6-K.

Letter of Ernst & Young LLP:

In connection with requirements under Canadian law, the Company provided a form of notice to E&Y regarding the Audit Committee’s recommended change in auditor. A copy of the Company’s form of notice is filed as Exhibit 16.1 to this Report on Form 6-K. In response, the Company received a letter from E&Y acknowledging its agreement with the Company’s letter. A copy of E&Y’s letter is filed as Exhibit 16.3 to this Report on Form 6-K.

Item 2 – Exhibit Index

The following exhibits are filed as part of this Report:

Number	Description
16.1	Letter from Ritchie Bros. Auctioneers Incorporated to, among others, KPMG LLP and Ernst & Young LLP, dated October 31, 2012, regarding proposed change in independent registered public accounting firm.
16.2	Letter of KPMG LLP, dated November 13, 2012, regarding change in independent registered public accounting firm.
16.3	Letter of Ernst & Young LLP, dated November 5, 2012, regarding change in independent registered public accounting firm.

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, thereunto duly authorized.

	RITCHIE BROS. AUCTIONEERS INCORPORATED
		(Registrant)
Date: November 23, 2012
	By:	/s/ Jeremy Black
		Jeremy Black
		Corporate Secretary

EX-16.1

EXHIBIT 16.1

October 31, 2012

TO: British Columbia Securities Commission

Alberta Securities Commission

Saskatchewan Financial Services Commission—Securities Division

The Manitoba Securities Commission

Ontario Securities Commission

Autorité des marches financiers

Nova Scotia Securities Commissioner

Newfoundland Consumer & Commercial Affairs Branch

Prince Edward Island Securities Office

CC: KPMG LLP

Ernst & Young LLP

Dear Sirs/Mesdames:

Re: Notice of Change of Auditors—Ritchie Bros. Auctioneers Incorporated (the “Corporation”)

Pursuant to Part 4 of National Instrument 51-102—Continuous Disclosure Obligations (“NI 51-102”), the Corporation hereby gives notice of a change of auditors, as follows:

1. The Corporation will not propose KPMG LLP (the “Former Auditor”) for reappointment as the auditor of the Corporation on the expiry of its term of office at the Annual Meeting of Shareholders of the Corporation (or any adjournment thereof) to be held on April 25, 2013 (the “Meeting”);

2. The Corporation will propose that the shareholders of the Corporation appoint at the Meeting Ernst & Young LLP (“E&Y”) as independent auditor of the Corporation;

3. The termination of the Former Auditor and the proposed appointment of E&Y have been considered and approved by the Board of Directors of the Corporation;

4. No auditor’s reports prepared by the Former Auditor in respect of the Corporation’s financial statements relating to the relevant period (beginning on January 1, 2010) contained any reservation; and

5. There have been no “reportable events” (as that term is defined in NI 51-102) involving the Corporation and the Former Auditor.

Ritchie Bros. Auctioneers Incorporated
Per:	/s/ Jeremy Black
	Jeremy Black, Corporate Secretary

EX-16.2

EXHIBIT 16.2

	KPMG LLP Chartered Accountants PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Canada	Telephone Fax Internet	(604) 691-3000 (604) 691-3031 www.kpmg.ca

November 13, 2012

British Columbia Securities Commission

Alberta Securities Commission

Saskatchewan Financial Services Commission—Securities Division

The Manitoba Securities Commission

Ontario Securities Commission

Autorité des marches financiers

Nova Scotia Securities Commission

Newfoundland Consumer & Commercial Affairs Branch

Prince Edward Island Securities Office

Dear Sirs/Mesdames:

Re: Ritchie Bros. Auctioneers Incorporated (the “Corporation”)

Please be advised that, in connection with National Instrument 51 -102—Continuous Disclosure Obligations, we hereby notify you that we have read the Corporation’s Notice of Change of Auditors dated October 31, 2012 and, based on our knowledge at this time, are in agreement with the information contained therein.

Sincerely,

KPMG LLP

cc: Ritchie Bros. Auctioneers Incorporated

Ernst & Young LLP

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG

network of independent member firms affiliated with KPMG International Cooperative

(“KPMG International”), a Swiss entity

KPMG Canada provides services to KPMG LLP

EX-16.3

EXHIBIT 16.3

November 5, 2012

British Columbia Securities Commission

Alberta Securities Commission

Saskatchewan Financial Services Commission—Securities Division

The Manitoba Securities Commission

Ontario Securities Commission

Autorité des marches financiers

Newfoundland Consumer Commercial Affairs Branch

Nova Scotia Securities Commission

Prince Edward Island Securities Office

Dear Sirs/Mesdames:

Re: Ritchie Bros. Auctioneers Incorporated (the “Corporation”)

We acknowledge receipt of the notice of change of auditors dated October 31, 2012, delivered to us by the Corporation in respect of the Corporation’s decision not to propose to shareholders the re-appointment of KPMG LLP as auditors and the subsequent decision of the Corporation to propose to shareholders the appointment of Ernst & Young LLP as auditors at the Annual and Special Meeting of Shareholders of the Corporation (or any adjournment thereof) to be held on April 25, 2013.

Please be advised that, in connection with National Instrument 51-102—Continuous Disclosure Obligations, we hereby notify you that we have read the Corporation’s Notice of Change of Auditors dated October 31, 2012 (the “Notice”) and, based on our knowledge at this time of the information contained in such Notice, are in agreement with the information contained therein.

Sincerely,

Ernst & Young LLP

cc: Ritchie Bros. Auctioneers Incorporated

KPMG LLP

A member firm of Ernst & Young Global Limited