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. |
Amended and Restated Restricted Stock Unit Incentive Plan
On June 20, 2024, Bunker Hill Mining Corp. (the “Company”) held its 2024 annual general and special meeting of shareholders (the “Annual Meeting”). Pursuant to the vote described in Item 5.07 below, the shareholders of the Company approved at the Annual Meeting the amendment and restatement (the “Amended and Restated RSU Plan”) of the Company’s existing restricted stock unit incentive plan, with the only change being the increase of the maximum number of shares of common stock issuable thereunder from 26,581,075 shares to 33,909,921 shares (the “RSU Plan Amendment”). Upon such approval, the Amended and Restated RSU Plan became effective.
The foregoing description of the RSU Plan Amendment is not complete and is qualified in its entirety by reference to the text of the Amended and Restated RSU Plan, which is attached hereto as Exhibit 10.1.
Rolling Stock Option Plan
Also on June 20, 2024, pursuant to the vote described in Item 5.07 below, the shareholders ratified and approved the Company’s rolling stock option plan (the “Option Plan”) pursuant to which the maximum number of shares of common stock that may be reserved for issuance thereunder from time to time shall not exceed 10% of the aggregate number of shares of common stock issued and outstanding from time to time. Pursuant to the policies of the TSX Venture Exchange, a rolling stock option plan, such as the Option Plan, requires stockholder approval annually.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
As noted in Item 5.02 above, the Annual Meeting was held on June 20, 2024. Holders of 339,099,216 shares of the Company’s common stock outstanding at the close of business on the record date of May 8, 2024 were entitled to vote at the Annual Meeting, of which 139,492,273 shares, or approximately 41.1% of those entitled to vote, were represented in person or by proxy at the Annual Meeting.
The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the proxy statement for the Annual Meeting, are as follows:
| 1. | To ratify the appointment of MNP LLP, Chartered Professional Accountants, as auditor of the Company for the fiscal year ending December 31, 2024 |
| For | Against | Abstain | ||
| 139,214,695 | 20,550 | 257,028 |
| 2. | To elect the directors of the Company for the ensuing year |
Sam Ash
| For | Withheld | Broker Non-Votes | ||
| 93,075,754 | 85,593 | 46,330,926 |
Mark Cruise
| For | Withheld | Broker Non-Votes | ||
| 93,071,754 | 89,593 | 46,330,926 |
| 2 |
Dickson Hall
| For | Withheld | Broker Non-Votes | ||
| 93,075,754 | 85,593 | 46,330,926 |
Pamela Saxton
| For | Withheld | Broker Non-Votes | ||
| 93,071,752 | 89,595 | 46,330,926 |
Paul Smith
| For | Withheld | Broker Non-Votes | ||
| 93,075,752 | 85,595 | 46,330,926 |
Richard Williams
| For | Withheld | Broker Non-Votes | ||
| 93,075,754 | 85,593 | 46,330,926 |
| 3. | To approve the Company’s amended and restated restricted stock unit incentive plan |
| For | Against | Abstain | Broker Non-Votes | |||
| 91,987,843 | 1,135,781 | 37,723 | 46,330,926 |
| 4. | To ratify and approve the Company’s rolling stock option plan |
| For | Against | Abstain | Broker Non-Votes | |||
| 81,238,318 | 11,768,706 | 154,323 | 46,330,926 |
| 5. | To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers |
| For | Against | Abstain | Broker Non-Votes | |||
| 92,306,186 | 830,085 | 25,076 | 46,330,926 |
| 6. | To approve, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers (the “Say-on-Frequency Proposal”) |
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
| 59,920,052 | 32,319,790 | 674,000 | 247,505 | 46,330,926 |
With respect to the Say-on-Frequency Proposal, the Company’s board of directors, after considering the advisory vote of the stockholders, has determined to provide for an advisory stockholder vote on the compensation of the Company’s named executive officers on an annual basis.
| Item 7.01 | Regulation FD Disclosure. |
On June 21, 2024, the Company issued a press release regarding the voting results of the Annual Meeting. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in this Item 7.01, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1† | Bunker Hill Mining Corp. Amended and Restated Restricted Stock Unit Incentive Plan | |
| 99.1 | Press Release, dated as of June 21, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Management contract or compensatory plan or arrangement.
| 3 |
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 hereunto duly authorized.
| BUNKER HILL MINING CORP. | ||
| Dated: June 26, 2024 | By: | /s/ Sam Ash |
| Name: | Sam Ash | |
| Title: | President and CEO | |