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): May 22, 2019

 

 

Trilogy Metals Inc.

(Exact name of registrant as specified in its charter)

 

 

British Columbia 001-35447 98-1006991
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

 

Suite 1150, 609 Granville Street
Vancouver, British Columbia
Canada, V7Y 1G5

(Address of principal executive offices, including zip code)

 

(604) 638-8088

(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 240.24d-2(b))

 

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-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 TMQ

NYSE American

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

On May 22, 2019, Trilogy Metals Inc. (the “ Company ”) held its 2019 annual meeting of shareholders (the “ Annual Meeting ”) at the offices of Blake, Cassels & Graydon LLP in Vancouver, British Columbia, Canada. At the Annual Meeting, the Company’s shareholders approved each of the following proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 1, 2019, as amended on April 12, 2019 (the “ Proxy Statement ”):

 

(1) Election of Directors . The Company’s shareholders elected the following 9 nominees to the Board. Each of the nominees will serve for a one-year term and hold office until the next annual meeting of shareholders, unless he or she sooner ceases to hold office. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the election of directors:

 

Nominee   For   Withheld   Abstain  

Broker

Non-Vote

Tony Giardini   77,795,156   308,460   -   4,419,585
James Gowans   77,947,025   156,591   -   4,419,585
William Hayden   77,794,367   309,249   -   4,419,585
William Hensley   77,928,060   175,556   -   4,419,585
Gregory Lang   77,942,636   160,980   -   4,419,585
Kalidas Madhavpeddi   77,940,265   163,351   -   4,419,585
Janice Stairs   77,920,022   183,594   -   4,419,585
Rick Van Nieuwenhuyse   77,938,382   165,234   -   4,419,585
Diana Walters   77,784,854   318,762   -   4,419,585

 

(2) Appointment of PricewaterhouseCoopers LLP . The Company’s shareholders approved the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm until the next annual meeting of shareholders or until a successor is appointed and authorized the audit committee of the Board to fix their remuneration. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the appointment of PricewaterhouseCoopers LLP:

 

For   Withheld   Abstain   Broker Non-Vote
82,424,147   99,054   -   -

 

(3) Approval of Unallocated Awards under the Restricted Share Unit Plan . The Company’s shareholders ratified and approved all unallocated entitlements under the NovaCopper Restricted Share Unit Plan: The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the ratification and approval of such unallocated awards:

 

For   Against   Abstain   Broker Non-Vote
77,541,606   400,827   161,183   4,419,585

 

(4) Approval of Unallocated Awards under the Deferred Share Unit Plan . The Company’s shareholders ratified and approved all unallocated entitlements under the NovaCopper Deferred Share Unit Plan: The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the ratification and approval of such unallocated awards:

 

For   Against   Abstain   Broker Non-Vote
77,521,262   397,644   184,710   4,419,585

 

(5) Approval of Non-Binding Resolution Approving Executive Compensation . The Company’s shareholders The Company’s shareholders approved a non-binding resolution approving the compensation of the Company’s “Named Executive Officers”. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the approval of executive compensation:

 

For   Against   Abstain   Broker Non-Vote
77,353,885   538,368   211,363   4,419,585

 

(6) Frequency for the Non-Binding Advisory Vote on Executive Compensation . The Company’s Shareholders voted on a non-binding advisory vote regarding the frequency of the advisory vote on the compensation of the Company’s Named Executive Officer. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the ratification and approval of such unallocated awards:

 

 

1 Year   2 Years   3 Years   Abstain   Broker Non-Votes
 17,980,302   276,054   58,663,653   1,137,908   4,427,865

A majority of the Company’s Shareholders selected three years the frequency for the non-binding advisory vote on the compensation of the Company’s Named Executive Officers. The Company has decided to adopt three years as the frequency for the non-binding advisory vote on the compensation of the Company’s Named Executive Officers until the next shareholder vote on the frequency of the advisory vote on the compensation of the Company’s Named Executive Officers is required.

Item 7.01 Regulation FD Disclosure

On May 23, 2019, the Company issued a press release announcing the election of directors and voting results from the Annual Meeting. The press release is attached hereto as Exhibit 99.1.

The information contained in the press release attached hereto is being furnished and 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 liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Description
99.1 Press release, dated May 23, 2019 relating to voting results from its Annual Meeting

 

 

 
 

 

 

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.

 

  TRILOGY METALS INC.
     
Dated: May 23, 2019 By: /s/ Elaine Sanders
    Elaine Sanders, Chief Financial Officer
       

 

 

 

 

 

 

Exhibit 99.1

 

Trilogy Metals Announces Election of Directors and Appoints Janice Stairs as Chair of the Board

VANCOUVER, May 23, 2019 /CNW/ -  Trilogy Metals Inc. (TSX, NYSE American: TMQ) ("Trilogy Metals" or the "Company") is pleased to announce that the shareholders voted in favour of all items of business before the Annual Meeting of the Shareholders held in Vancouver yesterday and that the nominees listed in the management proxy circular for the meeting were all elected as directors. Detailed results of the vote for the election of directors are set out in the table below.

Nominee

Votes

For

%

For

Votes
Withheld

%

Withheld

Tony Giardini 77,795,156 99.61 308,460 0.39
James Gowans 77,947,025 99.80 156,591 0.20
William Hayden 77,794,367 99.60 309,249 0.40
William Hensley 77,928,060 99.78 175,556 0.22
Gregory Lang 77,942,636 99.79 160,980 0.21
Kalidas Madhavpeddi 77,940,265 99.79 163,351 0.21
Janice Stairs 77,920,022 99.76 183,594 0.24
Rick Van Nieuwenhuyse 77,938,382 99.79 165,234 0.21
Diana Walters 77,784,854 99.59 318,762 0.41

 

The Company is also pleased to announce the appointment of Ms. Janice Stairs, LLB, MBA as Chair of the Board of Directors. Ms. Stairs has been a director of Trilogy Metals since 2011. She graduated from Dalhousie Law School and holds a Master of Business Administration degree from Queen's University.

"Janice is well suited to Chair the Trilogy Board. With her strong legal background, her many years working in the mining sector and the fact that she has been an active director of Trilogy Metals since its inception eight years ago, she knows the history of the Company and understands and appreciates the relationships that Trilogy has built in Alaska towards advancing our assets in the Ambler Mining District.", said Rick Van Nieuwenhuyse, President and Chief Executive Officer of the Company. "We are also delighted to welcome James (Jim) Gowans as a director. Jim and I worked together at Placer Dome and he has always had an appreciation for the challenges of developing a mine in Alaska. Jim's previous experience with Cominco Limited, where he oversaw the completion of a feasibility study and the subsequent design and construction of the Red Dog Mine will be valuable to Trilogy Metals as we start the next phase of developing the Arctic mine. Jim also operated the Red Dog Mine for three years following its commissioning. The relationships that he built with the Inupiaq people of Northwestern Alaska will be invaluable as we advance the Ambler Mining District to production".

"We welcome Jim as an independent director to Trilogy Metals", said Janice Stairs, Chair of the Board of Directors of Trilogy Metals. "Not only does Jim bring his tremendous insight and experience in Alaska, but he also developed a well-established and respectful working dynamic with our partner, South32 Limited while he was President and CEO of Arizona Mining Inc."

Detailed results of all items of business are available in the Report of Voting Results filed under the Company's SEDAR profile at www.sedar.com ("SEDAR") and on the Form 8-K filed under the Company's EDGAR profile at www.sec.org ("EDGAR").

About Trilogy Metals
Trilogy Metals Inc. is a metals exploration company focused on exploring and developing the Ambler mining district located in northwestern Alaska. It is one of the richest and most-prospective known copper-dominant districts located in one of the safest geopolitical jurisdictions in the world. It hosts world-class polymetallic volcanogenic massive sulphide ("VMS") deposits that contain copper, zinc, lead, gold and silver, and carbonate replacement deposits which have been found to host high grade copper mineralization. Exploration efforts have been focused on two deposits in the Ambler mining district - the Arctic VMS deposit and the Bornite carbonate replacement deposit. Both deposits are located within the Company's land package that spans approximately 143,000 hectares. The Company has an agreement with NANA Regional Corporation, Inc., a Regional Alaska Native Corporation that provides a framework for the exploration and potential development of the Ambler mining district in cooperation with local communities. Our vision is to develop the Ambler mining district into a premier North American copper producer.

CISION View original content:http://www.prnewswire.com/news-releases/trilogy-metals-announces-election-of-directors-and-appoints-janice-stairs-as-chair-of-the-board-300855607.html

SOURCE Trilogy Metals Inc.

 

View original content: http://www.newswire.ca/en/releases/archive/May2019/23/c3924.html

%CIK: 0001543418

For further information: Company Contacts: Rick Van Nieuwenhuyse, President & Chief Executive Officer; Elaine Sanders, Vice President & Chief Financial Officer; 604-638-8088 or 1-855-638-8088

CO: Trilogy Metals Inc.

CNW 06:30e 23-MAY-19