0001062993-14-001517.txt : 20140321 0001062993-14-001517.hdr.sgml : 20140321 20140320191644 ACCESSION NUMBER: 0001062993-14-001517 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20140320 FILED AS OF DATE: 20140321 DATE AS OF CHANGE: 20140320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Silver Wheaton Corp. CENTRAL INDEX KEY: 0001323404 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32482 FILM NUMBER: 14707891 BUSINESS ADDRESS: STREET 1: PARK PLACE, SUITE 3150 - 666 BURRARD ST. CITY: VANCOUVER STATE: A1 ZIP: V6C 2X8 BUSINESS PHONE: 604 684 3123 MAIL ADDRESS: STREET 1: PARK PLACE, SUITE 3150 - 666 BURRARD ST. CITY: VANCOUVER STATE: A1 ZIP: V6C 2X8 6-K 1 form6k.htm FORM 6-K Silver Wheaton Corp.: Form 6-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 Under the
Securities Exchange Act of 1934

March 20, 2014

Commission File Number: 001-32482

SILVER WHEATON CORP.
(Exact name of registrant as specified in its charter)

Suite 3150, 666 Burrard Street
Vancouver, British Columbia
V6C 2X8
(604) 684-9648
(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): [  ]


DOCUMENTS FILED AS PART OF THIS FORM 6-K

See the Exhibit Index to this Form 6-K.

SIGNATURE

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.

  SILVER WHEATON CORP.
     
March 20, 2014 By: /s/ Curt Bernardi                                                    
         Name:    Curt Bernardi
       Title: Senior Vice President, Legal and Corporate Secretary

2


EXHIBIT INDEX

99.1 News Release announcing By-Law Amendments
99.2 By-Law #3
99.3 By-Law #4
99.4 By-Law #5

3


EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Silver Wheaton Corp.: Exhibit 99.1 - Filed by newsfilecorp.com

Exhibit 99.1

FOR IMMEDIATE RELEASE TSX:SLW
March 20, 2014 NYSE:SLW

SILVER WHEATON ADOPTS BY-LAW AMENDMENTS FOR
ADVANCE NOTICE FOR DIRECTOR NOMINATIONS, INCREASE TO
QUORUM FOR SHAREHOLDER MEETINGS AND UPDATE OF NOTICE AND
SIGNATURE PROVISIONS

Vancouver, British Columbia – Silver Wheaton Corp. (“Silver Wheaton” or the “Company”) (TSX:SLW) (NYSE:SLW) announces the adoption by its Board of Directors (the “Board”) of amendments to its by-laws to (i) add a provision that requires advance notice to the Company for director nominations, (ii) increase the quorum for shareholder meetings from 10% to 25%, and (iii) update of notice and signature provisions.

Advance Notice By-Law for Director Nominations

The advance notice for director nominations provision would apply in circumstances where director nominations are made by shareholders of the Company, other than in connection with (i) the requisition of a shareholders’ meeting, or (ii) a shareholder proposal, in each case made pursuant to the Business Corporations Act (Ontario) (the “Advance Notice Provision”).

Among other things, the Advance Notice Provision fixes a deadline by which holders of record of common shares of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company. In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 days and not more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.

In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be made no later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The Advance Notice Provision provides a clear process for shareholders to follow for director nominations and sets out a reasonable time frame for nominee submissions and the provision of accompanying information. The Advance Notice Provision should ensure that all shareholders receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. In addition, the Advance Notice Provision should assist in facilitating an orderly and efficient meeting process.


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Increase in Quorum for Shareholder Meetings

The Company has typically had a large percentage of its shareholders represented at annual general meetings. However, in accordance with good corporate governance practice, the quorum for shareholder meetings was increased from 10% to 25% of the issued shares of the Company to be represented at the meeting in person or by proxy. The increase in quorum should assist the Company in continuing to have a large number of shareholders represented at shareholder meetings.

Updated Notice and Signature Provisions

The evolution of technology and ongoing changes to the framework for the delivery of documents to shareholders means that the Company must be in a position to respond to, and take advantage of, these future changes. The expansion of the Company’s notice and signature provisions to include all digital, optical and other similar means will allow the Company to be well-positioned to take advantage of any future technological changes and any cost savings that may result.

All of the by-law amendments are effective immediately and will be placed before shareholders for ratification and confirmation at the next annual and special meeting of shareholders of the Company to be held on May 9, 2014. A copy of the by-law amendments has been filed under the Company’s SEDAR profile at www.sedar.com.

About Silver Wheaton

Silver Wheaton is the largest precious metals streaming company in the world. Based upon its current agreements, forecast 2014 attributable production is approximately 36 million silver equivalent ounces1, including 155,000 ounces of gold. By 2018, annual attributable production is anticipated to increase significantly to approximately 48 million silver equivalent ounces1, including 250,000 ounces of gold. This growth is driven by the Company’s portfolio of low-cost and long-life assets, including precious metal and gold streams on Hudbay’s Constancia project and Vale’s Salobo and Sudbury mines.

___________________________________________
1
Silver equivalent production forecast assumes a gold/silver ratio of 60:1.


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CAUTIONARY NOTE REGARDING FORWARD LOOKING-STATEMENTS
The information contained herein contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking statements, which are all statements other than statements of historical fact, include, but are not limited to, statements with respect to the future price of silver or gold, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, reserve determination, reserve conversion rates, statements as to any future dividends, the ability to fund outstanding commitments and continue to acquire accretive precious metal stream interests and assessments of the impact of various legal and tax matters. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, operations, level of activity, performance or achievements of Silver Wheaton to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: fluctuations in the price of silver or gold; the absence of control over mining operations from which Silver Wheaton purchases silver and gold and risks related to these mining operations including risks related to fluctuations in the price of the primary commodities mined at such operations, actual results of mining and exploration activities, environmental, economic and political risks of the jurisdictions in which the mining operations are located and changes in project parameters as plans continue to be refined; differences in the interpretation or application of tax laws and regulations; and the Company’s interpretation of, or compliance with, tax laws, is found to be incorrect; as well as those factors discussed in the section entitled “Description of the Business - Risk Factors” in Silver Wheaton's Annual Information Form available on SEDAR at www.sedar.com and in Silver Wheaton's Form 40-F on file with the U.S. Securities and Exchange Commission in Washington, D.C. Forward-looking statements are based on assumptions management believes to be reasonable, including but not limited to: the continued operation of the mining operations from which Silver Wheaton purchases silver and gold, no material adverse change in the market price of commodities, that the mining operations will operate and the mining projects will be completed in accordance with their public statements and achieve their stated production outcomes, the continuing ability to fund or obtain funding for outstanding commitments, the ability to source and obtain accretive precious metal stream interests, expectations regarding the resolution of legal and tax matters, and such other assumptions and factors as set out herein. Although Silver Wheaton has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate. Accordingly, readers should not place undue reliance on forward-looking statements and are cautioned that actual outcomes may vary. Silver Wheaton does not undertake to update any forward-looking statements that are included or incorporated by reference herein, except in accordance with applicable securities laws.

For further information, please contact:

Patrick Drouin
Vice President, Investor Relations
Silver Wheaton Corp.
Tel: 1-800-380-8687
Email: info@silverwheaton.com
Website: www.silverwheaton.com


EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 Silver Wheaton Corp.: Exhibit 99.2 - Filed by newsfilecorp.com

Exhibit 99.2

BY-LAW NO. 3

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of Silver Wheaton Corp. (hereinafter called the “Corporation”) as follows:

ADVANCE NOTICE OF
NOMINATIONS OF DIRECTORS

1. By-Law No. 2 of the Corporation is hereby amended by adding the following thereto as Section 3A, following Section 3 and preceding Section 4:

3A Nomination of Directors - Subject only to the Act and the articles of the Corporation, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations of persons for election to the board may be made at:

  (a)

any annual meeting of shareholders, or

     
  (b)

any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors, (1) by or at the direction of the board (or any duly authorized committee thereof) or an authorized officer of the Corporation, including pursuant to a notice of meeting, (2) by or at the direction or request of one or more shareholders pursuant to a proposal within the meaning of, and made in accordance with the provisions of the Act or a requisition of the shareholders made in accordance with the provisions of the Act, or (3) by any person (a “Nominating Shareholder”): (I) who, at the close of business on the date of the giving of the notice provided for below in this Section 3A and at the close of business on the record date for notice of such meeting, is entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (II) who complies with the notice procedures set forth below in this Section 3A:


  (i)

In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the corporate secretary of the Corporation at the principal executive offices of the Corporation in accordance with this Section 3A.

     
  (ii)

To be timely, a Nominating Shareholder’s notice to the corporate secretary of the Corporation must be made (A) in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders, provided, however, that in the event that the annual meeting of shareholders is called for a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement (as defined below) of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date; and (B) in the case of a special meeting of shareholders (which is not also an annual meeting of shareholders) called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made. In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice as described above.



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  (iii)

To be in proper written form, a Nominating Shareholder’s notice to the corporate secretary of the Corporation must set forth (A) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (1) the name, age, business address and residential address of the person, (2) the principal occupation(s) or employment(s) of the person, (3) the class or series and number of shares in the capital of the Corporation which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, and (4) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below); and (B) as to the Nominating Shareholder giving the notice, full particulars regarding any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote or direct the voting of any shares of the Corporation and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee.

     
  (iv)

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this Section 3A; provided, however, that nothing in this Section 3A shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

     
  (v)

For purposes of this Section 3A, (A) “public announcement” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com; and (B) “Applicable Securities Laws” means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada.



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  (vi)

Notwithstanding any other provision of By-law No. 3, notice given to the corporate secretary of the Corporation pursuant to this Section 3A may only be given by personal delivery, facsimile transmission or by email at info@silverwheaton.com (or at such other email address as stipulated from time to time by the corporate secretary of the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the corporate secretary at the address of the principal executive offices of the Corporation; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Vancouver time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.

   

  (vii)

Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this Section 3A.

2. By-law No. 2 of the Corporation, as amended from time to time, and this by-law shall be read together and shall have effect, so far as practicable, as though all the provisions thereof were contained in one by-law of the Corporation. All terms contained in this by-law which are defined in By-law No. 2 of the Corporation, as amended from time to time, shall, for all purposes hereof, have the meanings given to such terms in the said By-law No. 2 unless expressly stated otherwise or the context otherwise requires.

******************************************

This amendment to By-Law No. 2 of the Corporation shall come into force upon being passed by the directors in accordance with the Act.

MADE by the board this 20th day of March, 2014.

WITNESS the seal of the Corporation.

SILVER WHEATON CORP.

/s/ Curt Bernardi                                                
Name: Curt Bernardi
Title:   Senior Vice President, Legal and
            Corporate Secretary


EX-99.3 4 exhibit99-3.htm EXHIBIT 99.3 Silver Wheaton Corp.: Exhibit 99.3 - Filed by newsfilecorp.com

Exhibit 99.3

BY-LAW NO. 4

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of Silver Wheaton Corp. (hereinafter called the “Corporation”) as follows:

INCREASE TO SHAREHOLDER MEETING QUORUM REQUIREMENTS

1. By-Law No. 2 of the Corporation is hereby amended by deleting and replacing the words “10% of the issued shares of the Corporation” and replacing those words with “25% of the issued shares of the Corporation” such that Section 9.10 will now read as follows:

“Section 9.10 Quorum: A quorum for the transaction of business at any meeting of shareholders shall be 2 persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxy or proxyholder for an absent shareholder so entitled, holding or representing in the aggregate not less than 25% of the issued shares of the Corporation enjoying voting rights at such meeting.”

2. By-law No. 2 of the Corporation, as amended from time to time, and this by-law shall be read together and shall have effect, so far as practicable, as though all the provisions thereof were contained in one by-law of the Corporation. All terms contained in this by-law which are defined in By-law No. 2 of the Corporation, as amended from time to time, shall, for all purposes hereof, have the meanings given to such terms in the said By-law No. 2 unless expressly stated otherwise or the context otherwise requires.

******************************************

This amendment to By-Law No. 2 of the Corporation shall come into force upon being passed by the directors in accordance with the Act.

MADE by the board this 20th day of March, 2014.

WITNESS the seal of the Corporation.

SILVER WHEATON CORP.

/s/ Curt Bernardi                                           
Name: Curt Bernardi
Title:   Senior Vice President, Legal and
            Corporate Secretary


EX-99.4 5 exhibit99-4.htm EXHIBIT 99.4 Silver Wheaton Corp.: Exhibit 99.4 - Filed by newsfilecorp.com

Exhibit 99.4

BY-LAW NO. 5

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of Silver Wheaton Corp. (hereinafter called the “Corporation”) as follows:

UPDATED NOTICE AND SIGNATURE PROVISIONS

1. By-Law No. 2 of the Corporation is hereby amended by deleting and replacing Section 12.01 in its entirety with the following:

“Section 12.01 Method of Giving Notices: Unless the Act, the regulations thereunder, the articles or the by-laws provide otherwise, any notice (which term includes without limitation any statement, report, record, communication, document or other information) to be given (which term includes without limitation sent, delivered, served or any other word of similar import) pursuant to the Act, the regulations thereunder, the articles or the by-laws to any person may be sent by any one of the following methods:

(a)

delivery at the address recorded by the Corporation for that person, addressed to the person as follows:


  (i)

in the case of a shareholder, at the shareholder’s recorded address (whether with the Corporation or its transfer agent);

     
  (ii)

in the case of a director or officer, the address as shown on the register of directors and officers or such other delivery address provided by the recipient for the sending of such notice;

     
  (iii)

to any other person, the delivery address of the recipient;


(b)

mail addressed by prepaid mail to the person at the applicable address for that person, addressed to the person as follows:


  (i)

in the case of a shareholder, at the shareholder’s recorded address (whether with the Corporation or its transfer agent);

     
  (ii)

in the case of a director or office, the address as shown on the register of directors and officers or such other mailing address provided by the recipient for the sending of such notice;

     
  (iii)

to any other person, the mailing address of the recipient;


(c)

sending the notice by facsimile to the facsimile (fax) number provided by the intended recipient for the sending of that notice;

   
(d)

sending the notice by email to the email address provided by the intended recipient for the sending of that notice;

   
(e)

sending by any other form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means that can be read or received by a person by any means; or



- 2 -

(f)

making the notice available for public electronic access in accordance with the procedures referred to as “notice-and-access” under National Instrument 54-101 and National Instrument 51-102, as applicable, of the Canadian Securities Administrators, or in accordance with any similar electronic delivery or access method permitted by applicable securities legislation from time to time.

A notice given under this section 12.0 shall be deemed to have been received as follows:

(g)

in the case of delivery, as of the date of personal delivery of the notice;

   
(h)

in the case of mailing, as of the fifth day after deposit of the notice for mailing;

   
(i)

in the case of facsimile, as of the day such notice was sent by facsimile (fax);

   
(j)

in the case of email, as of the date such notice was sent by email;

   
(k)

in the case of any other form of electronic, optical or other similar means of delivery, as of the date such notice was sent by such means; and

   
(l)

in the case of notice-and-access, on the date such notice was made available for public electronic access.

The Secretary or the Assistant Secretary may change or cause to be changed the recorded address of any person for the purposes of this section 12.01 in accordance with any information believed by the Secretary or Assistant Secretary to be reliable.”

2. By-Law No. 2 of the Corporation is hereby amended by adding the following thereto as Section 12.01A, following Section 12.01 and preceding Section 12.02:

“Section 12.01A Creation and Provision of Information: Subject to and in accordance with the Act, the Corporation may satisfy any requirement of the Act to give a notice to any person by the creation or provision of an electronic document. Except as provided in the Act, “electronic document” means any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means that can be read or perceived by a person by any means.”

3. By-Law No. 2 of the Corporation is hereby amended by deleting and replacing Section 12.02 in its entirety with the following:

“Section 12.02 Signature to Notices: The signature of any director or officer of the Corporation to any notice to be given by the Corporation may be written, stamped, typewritten or printed, partly written, stamped, typewritten or printed or in such electronic, optical or other similar form as may be prescribed, approved, adopted or provided by any officer or director.”

4. By-law No. 2 of the Corporation, as amended from time to time, and this by-law shall be read together and shall have effect, so far as practicable, as though all the provisions thereof were contained in one by-law of the Corporation. All terms contained in this by-law which are defined in By-law No. 2 of the Corporation, as amended from time to time, shall, for all purposes hereof, have the meanings given to such terms in the said By-law No. 2 unless expressly stated otherwise or the context otherwise requires.

******************************************


- 3 -

This amendment to By-Law No. 2 of the Corporation shall come into force upon being passed by the directors in accordance with the Act.

MADE by the board this 20th day of March, 2014.

WITNESS the seal of the Corporation.

SILVER WHEATON CORP.

/s/ Curt Bernardi                                           
Name: Curt Bernardi
Title:   Senior Vice President, Legal and
            Corporate Secretary


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