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): June 8, 2021
RARE ELEMENT RESOURCES LTD.
(Exact name of registrant as specified in its charter)
British Columbia, Canada | 001-34852 | Not Applicable |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
P.O. Box 271049 Littleton, Colorado | 80127 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: | (720) 278-2460 |
Not Applicable |
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 o
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. o
Item 5.07Submission of a Matter to a Vote of Security Holders.
On June 8, 2021, Rare Element Resources Ltd. (the “Company”) held its 2021 annual meeting of shareholders (the “Meeting”). At the Meeting, three proposals were submitted to the shareholders for approval as set forth in the Company’s definitive information and proxy circular filed on April 27, 2021. As of the record date (April 14, 2021), a total of 105,223,445 common shares of the Company were outstanding and entitled to vote. In total, 73,308,480 common shares were present in person or represented by proxy at the Meeting, which represented approximately 69.67% of the shares outstanding and entitled to vote as of the record date.
The votes on the proposals were cast as set forth below:
1.Proposal No. 1 – Election of Directors. The shareholders elected the entire slate of directors presented to the shareholders. As a result, the Company’s board of directors consists of the seven persons elected at the Meeting.
Name |
| For |
| Withheld |
| Broker Non-Votes |
Gerald W. Grandey |
| 58,852,544 |
| 300,804 |
| 14,155,132 |
Barton S. Brundage |
| 58,833,984 |
| 319,364 |
| 14,155,132 |
Kenneth J. Mushinski |
| 58,852,974 |
| 300,374 |
| 14,155,132 |
David I. Roberts |
| 58,804,194 |
| 349,154 |
| 14,155,132 |
Paul J. Schlauch |
| 58,745,114 |
| 408,234 |
| 14,155,132 |
Randall J. Scott |
| 58,831,405 |
| 321,943 |
| 14,155,132 |
Lowell A. Shonk |
| 58,838,567 |
| 314,781 |
| 14,155,132 |
2.Proposal No. 2 – Ratification of the appointment of BDO USA, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021.
For |
| Against |
| Abstain |
72,848,103 |
| 163,001 |
| 297,376 |
3.Proposal No. 3 – Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officer.
For |
| Against |
| Abstain |
| Broker Non-Votes |
58,232,258 |
| 668,384 |
| 252,706 |
| 14,155,132 |
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.
Date: June 9, 2021
RARE ELEMENT RESOURCES LTD.
By: /s/ Randall J. Scott
Name:Randall J. Scott
Title: President and Chief Executive Officer