UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 6, 2024

 

IVANHOE ELECTRIC INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-41436

 

32-0633823

(State or other jurisdiction of

incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer

Identification No.)

 

450 E. Rio Salado Parkway, Suite 130, Tempe, AZ

 

85281

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (480) 656-5821

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

 

IE

 

NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 6, 2024, the Company held its 2024 Annual Meeting of Stockholders (“2024 Annual Meeting”) where the Company’s stockholders approved the following proposals:

 

 

·

The election of nine directors to serve until their successors are duly elected and qualified at the next annual meeting of stockholders, subject to their earlier death, resignation or removal; and

 

·

The ratification of the selection of Deloitte LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

·

The frequency of future advisory votes on executive compensation.

  

The voting results were as follows:

 

 

For

Against

Abstain

Broker Non-Votes

Election of Directors

 

 

 

 

Robert Friedland

60,355,298

2,133,293

9,959,520

21,038,077

Taylor Melvin

72,308,041

136,141

3,929

21,038,077

Russell Ball

70,199,935

2,244,239

3,937

21,038,077

Sofia Bianchi

65,913,310

6,531,242

3,559

21,038,077

Hirofumi Katase

71,379,964

1,064,917

3,230

21,038,077

Patrick Loftus-Hills

70,161,436

2,281,947

4,728

21,038,077

Victoire de Margerie

72,347,122

96,586

4,403

21,038,077

Priya Patil

61,211,767

11,232,463

3,881

21,038,077

Ronald Vance

72,356,458

86,749

4,904

21,038,077

Ratification of Deloitte LLP

93,437,304

42,208

6,676

-

 

 

1 year

2 years

3 years

Abstain

Frequency of Future Advisory Votes on Executive Compensation

60,671,069

1,729,186

9,996,970

50,886

 

By a plurality, the stockholders voted to approve, on an advisory basis, one year as the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers.

 

In light of these results and in accordance with its previous recommendation in the proxy statement for the 2024 Annual Meeting, the Company’s Board of Directors determined that the Company will hold future advisory votes on executive compensation on an annual basis until the occurrence of the next advisory vote on the frequency of advisory votes on executive compensation. The next advisory vote regarding the frequency of advisory votes on executive compensation is required to occur no later than the Company’s 2030 Annual Meeting of Stockholders.

 

 
2

 

 

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.

 

 

IVANHOE ELECTRIC INC.

 

 

 

 

Date: June 6, 2024

By:

/s/ Taylor Melvin

 

 

 

Taylor Melvin

 

 

 

President and Chief Executive Officer

 

 

 
3