RITCHIE BROS AUCTIONEERS INC (Form: 8-K, Received: 02/16/2022 17:18:09)

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: February 16, 2022

Ritchie Bros. Auctioneers Incorporated

(Exact Name of Registrant as Specified in Its Charter)

Canada	001-13425	98-0626225
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification)

9500 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J0C6

(Address of principal executive offices) (Zip Code)

(778) 331-5500

(Registrant’s Telephone Number, Including Area Code)

N/A

(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 (see General Instruction A.2. below):

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 shares	RBA	New York Stock Exchange
Common Share Purchase Rights	N/A	New York Stock Exchange

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

On February 16, 2022, Bev Briscoe notified Ritchie Bros. Auctioneers Incorporated (the "Company") of her decision to retire from service on its Board of Directors following the completion of her current term. Consequently, Ms. Briscoe will not stand for re-election to the Board of Directors at the Company’s 2022 Annual and Special Meeting of Shareholders, which is to be held on April 27, 2022. Ms. Briscoe’s decision to retire from the Board of Directors does not arise from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 7.01 Regulation FD

The Company issued a press release on February 16, 2022 announcing the retirement of Bev Briscoe. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
99.1		News release, dated February 16, 2022 issued by Ritchie Bros. Auctioneers Incorporated
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Ritchie Bros.

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.


Dated: February 16, 2022	Ritchie Bros. Auctioneers Incorporated

	By:	/s/ Darren Watt
		Darren Watt
		General Counsel & Corporate Secretary

Ritchie Bros.

Exhibit 99.1

News Release

Ritchie Bros. Nominates Carol Stephenson and Mahesh Shah to Board of Directors

VANCOUVER, B.C. (February 16, 2022) – Ritchie Bros. Auctioneers Incorporated (NYSE: RBA) (TSX: RBA) (“Ritchie Bros. and the “Company”), is pleased to announce that it will nominate Carol Stephenson and Mahesh Shah to its Board of Directors at its upcoming Annual and Special Meeting of Shareholders being held on April 27, 2022.

Erik Olsson, Chairman of the Board for Ritchie Bros. said: “We are very pleased to nominate Carol and Mahesh to the Board of Directors. Each of the nominees bring strong and relevant backgrounds and will add valuable experience and perspective to the Ritchie Bros. Board of Directors as we serve our valued customers by working towards achieving our strategic vision to be the trusted global marketplace for insights, services, and transaction solutions for commercial assets. We are grateful that we continue to attract such high-quality directors to our Board.”

Carol Stephenson has extensive public company board experience. She is currently on the boards of General Motors Corporation (NYSE: GM) and Maple Leaf Foods, Inc. (TSE: MFI) and has previously served on the boards of Ballard Power Systems, Inc. (2012 to 2017), Intact Financial Corporation (2004 to 2021), Manitoba Telecom Services, Inc. (2008 to 2016) and Sears Canada, Inc. (2001 to 2006). Ms. Stephenson served as Dean of the Ivey Business School at the University of Western Ontario from 2003 until her retirement in 2013. Prior to joining the Ivey Business School, she was President and CEO of Lucent Technologies Canada from 1999 to 2003 and a member of the Advisory Board of General Motors of Canada, Limited, a GM subsidiary, from 2005 to 2009. Ms. Stephenson is an officer of the Order of Canada.

Mahesh Shah currently serves as EVP & Chief Technology and Products Officer at CDK Global, Inc. CDK Global focuses on providing end-to-end, omnichannel retail commerce solutions to partners in the automotive, heavy truck, recreation, and heavy equipment industries. In his role, Mr. Shah drives product innovation, R&D and the strategic roadmap for existing and future portfolios. While at CDK Global, Mr. Shah has led the transformation and modernization of architecture as well as an innovation-led introduction of a new product suite. He leads a 2,500 person team, a majority of which is in product and engineering. Prior to taking on this role in 2019, Mr. Shah served as SVP & GM, Applications & Global Business Process Services at DXC Technology Company from 2017 to 2019 and held various senior positions at Hewlett Packard, Inc. from 2001 to 2017 and IBM Corporation from 1996 to 2001.

In addition, Bev Briscoe has advised the Company of her intention to retire from the Board of Directors and, accordingly, to not stand for re-election at the Company’s upcoming Annual and Special Meeting of Shareholders. Ms. Briscoe has served on the Ritchie Bros. Board of Directors since 2004 and served as Chair of the Board from 2014 to 2020. Mr. Olsson said: “On behalf of the Board of Directors, we would like to express our sincere thanks and appreciation to Bev for her insight, wisdom, and advice over the past 18 years; during which time we have undergone significant transformation and growth. Bev has been an integral part of our successful journey. We wish her the very best in her retirement.”

About Ritchie Bros.:

Established in 1958, Ritchie Bros. (NYSE and TSX: RBA) is a global asset management and disposition company, offering customers end-to-end solutions for buying and selling used heavy equipment, trucks and other assets. Operating in a number of sectors, including construction, transportation, agriculture, energy, mining, and forestry, the company’s selling channels include: Ritchie Bros. Auctioneers, the world’s largest industrial auctioneer offering live auction events with online bidding; IronPlanet, an online marketplace with weekly featured auctions and providing the exclusive IronClad Assurance^® equipment condition certification; Marketplace-E, a controlled marketplace offering multiple price and timing options; Ritchie List, a self-serve listing service for North America; Mascus, a leading European online equipment listing service; Ritchie Bros. Private Treaty, offering privately negotiated sales; and sector-specific solutions GovPlanet, TruckPlanet, and Kruse Energy. The Company’s suite of solutions also includes Ritchie Bros. Asset Solutions and Rouse Services LLC, which together provides a complete end-to-end asset management, data-driven intelligence and performance benchmarking system; SmartEquip, an innovative technology platform that supports customers’ management of the equipment lifecycle and integrates parts procurement with both OEMs and dealers; plus equipment financing and leasing through Ritchie Bros. Financial Services. For more information about Ritchie Bros., visit RitchieBros.com.

Ritchie Bros.

News Release

Caution Regarding Forward Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of applicable U.S. and Canadian securities legislation (collectively, “forward-looking statements”), including, in particular, statements regarding the anticipated contributions of the anticipated new board members and any other statements regarding events or developments that Ritchie Bros. believes or anticipates will or may occur in the future. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as “expect”, “plan, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or statements that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond Ritchie Bros.’ control, including the risks and uncertainties set forth in Ritchie Bros.’ Annual Report on Form 10-K for the year ended December 31, 2020, and Ritchie Bros.’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, each of which are available on the SEC, SEDAR, and Ritchie Bros.’ websites. The foregoing list is not exhaustive of the factors that may affect Ritchie Bros.’ forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, and actual results may differ materially from those expressed in, or implied by, these forward-looking statements. Forward-looking statements are made as of the date of this news release and Ritchie Bros. does not undertake any obligation to update the information contained herein unless required by applicable securities legislation. For the reasons set forth above, you should not place undue reliance on forward-looking statements.

For investor inquiries, please contact:

Sameer Rathod

Vice President, Investor Relations & Market Intelligence

+1.510.381.7584

srathod@ritchiebros.com

Ritchie Bros.