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. |
The annual general and special meeting (the “Meeting”) of shareholders of Li-Cycle Holdings Corp. (the “Company”) was held on May 23, 2024.
| MATTERS VOTED UPON | VOTING RESULTS |
1. Election of Directors
The election of nine (9) directors of the Company who will serve until the end of the next annual meeting of shareholders or until their successors are elected or appointed.
| Votes in Favor | Votes Withheld | Broker Non- Votes | ||||
Susan Alban |
72,268,906 | 1,954,658 | 20,716,421 | |||
Jacqueline A. Dedo |
72,246,555 | 1,977,009 | 20,716,421 | |||
Tim Johnston |
72,433,482 | 1,790,082 | 20,716,421 | |||
Ajay Kochhar |
72,567,046 | 1,656,518 | 20,716,421 | |||
Diane Pearse |
72,251,480 | 1,972,084 | 20,716,421 | |||
Scott Prochazka |
71,993,913 | 2,229,651 | 20,716,421 | |||
Kunal Sinha |
59,957,871 | 14,265,693 | 20,716,421 | |||
Anthony Tse |
72,564,265 | 1,659,299 | 20,716,421 | |||
Mark Wellings |
72,024,318 | 2,199,246 | 20,716,421 |
Each of the nine nominees proposed by management was elected as a director of the Company.
3. Approval of Share Consolidation
Approval of an amendment to the Company’s articles and to provide the Board of Directors of the Company with the right to decide at its discretion to effect a share consolidation.
Votes in Favor |
Votes Against |
Abstain | Broker Non-Votes | |||
| 89,208,560 | 4,953,516 | 777,909 | 0 |
The amendment to the Company’s articles and the authorization of the share consolidation was approved.
4. Advisory (Non-binding) Vote to Approve Executive Compensation
Approve, on an advisory basis, the compensation of the Company’s named executive officers.
Votes in Favor |
Votes Against |
Abstain | Broker Non-Votes | |||
| 61,487,013 | 12,105,596 | 630,955 | 20,716,421 |
The advisory (non-binding) vote to approve executive compensation was approved.
5. Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers
Vote, on an advisory basis, in respect of the frequency of future advisory votes on the compensation of the Company’s named executive officers.
| 1 year | 2 years | 3 years | Abstain | |||
| 68,267,673 | 342,108 | 4,302,921 | 1,310,862 |
The Company’s shareholders were in favor of holding future advisory votes on the compensation of the Company’s named executive officers every one year.
Based on the above results and consistent with the Company’s recommendation, the Company’s Board of Directors has determined that, in light of the shareholders’ vote, the Company will conduct future advisory votes regarding the compensation of its named executive officers every one year. This policy will remain in effect until the next required shareholder vote on the frequency of advisory votes on the compensation of named executive officers.
6. Approval of Adjournment of the Meeting
Approve any adjournment of the Meeting.
Votes in Favor |
Votes Against |
Abstain | Broker Non-Votes | |||
| 71,220,440 | 2,562,351 | 440,773 | 20,716,421 |
The adjournment of the Meeting was approved.
As the Company was not able to complete its process to identify and recommend the appointment of a successor independent auditor prior to the Meeting, the Meeting was adjourned to permit the Company to complete the search for a successor auditor. During the period of the adjournment, the Company will (i) complete the search for a successor auditor, and (ii) disseminate to shareholders information regarding the identity of the proposed independent registered public accounting firm to serve as the Company’s independent auditor until the close of the next annual meeting of shareholders or until their successor is appointed, together with information regarding the continued Meeting. At the continued Meeting following such adjournment, shareholders will be asked to vote on the appointment of such successor independent auditor and the authorization of the Board to fix the successor independent auditor’s remuneration.
| Item 7.01 | Regulation FD Disclosure. |
As disclosed above under Item 5.07 above, at the Meeting, the Company’s shareholders approved the share consolidation.
On May 23, 2024, the Board of Directors of the Company approved completing a share consolidation, expected to be effective as of June 3, 2024, and fixed the share consolidation ratio at 8 pre-consolidation common shares for 1 post-consolidation common share (8-to-1).
On May 24, 2024, the Company issued a press release announcing the share consolidation, which is attached as Exhibit 99.1 hereto and incorporated by reference herein.
The information under this Item 7.01, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended or the Exchange Act.
The following Exhibits are filed as part of this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit |
Description | |
| 99.1 | Press Release of Li-Cycle Holdings Corp. dated May 24, 2024. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
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.
| LI-CYCLE HOLDINGS CORP. | ||||||
| By: | /s/ Ajay Kochhar | |||||
| Name: | Ajay Kochhar | |||||
| Title: | Co-Founder, President & CEO and Director | |||||
| Date: May 24, 2024 | ||||||