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

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 21, 2011


ENERGIZER RESOURCES INC.

(Exact name of registrant as specified in its charter)


Minnesota

(State or Other Jurisdiction of Incorporation)

000-51151

(Commission File Number)

20-0803515

(IRS Employer Identification No.)


520 – 141 Adelaide St. W.,
Toronto, Ontario, Canada

(Address of Principal Executive Offices )

 

M5H 3L5

(Zip Code)



Registrant’s telephone number, including area code:   (416) 364-4911

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))

 

 

 

 





Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

See Item 5.07.



Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

See Item 5.07.



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

At the Annual and Special Meeting of Stockholders (the “Annual Meeting”) of Energizer Resources Inc. (the “Company”) held on December 21, 2011, the stockholders of the Company approved each of the proposals set forth below by the final voting results set forth below.


Proposal 1

To elect the following individuals as directors of the Company, each to serve a term of one year or until his or her successor is duly elected or appointed:


 

 

Number of Shares

 

  

Votes For

  

Votes Withheld

 

J.A. Kirk McKinnon

  

45,478,861

 

8,728,217

 

Richard E. Schler

  

41,510,871

 

12,696,207

 

John Sanderson

  

45,538,861

 

8,668,217

 

V. Peter Harder

  

45,543,861

 

8,663,217

 

Quentin Yarie

  

42,210,528

 

11,996,550

 

Craig Scherba

  

45,538,861

 

8,668,217

 


Proposal 2

To approve an amendment to the Company’s Amended and Restated 2006 Stock Option Plan to increase the authorized number of options for common shares of the Company authorized to be issued to 27,000,000 from 22,000,000:


Number of Shares

Votes For

  

Votes Against

  

Abstain

26,040,296

  

16,896,858

 

199,925


 

Proposal 4

To ratify the appointment of MSCM LLP, Chartered Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2012:


Number of Shares

Votes For

  

Votes Against

  

Abstain

51,287,770

  

916,307

  

6,687,867


Item 9.01Financial Statements and Exhibits.

 

(d)  Exhibits.

None


 


 

 

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.

 

 


 

 

 

 

Date:  December 21, 2011

ENERGIZER RESOURCES INC.

 By:  /s/  Richard Schler
        Richard Schler
        Vice President and Chief Financial Officer