Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of the
As described in Item 5.07 below, on
The principal terms of the 2023 Plan are described in the Company's Definitive
Proxy Statement on Schedule 14A filed with the
Approval of the
The
The principal terms of the ESPP are described in the Proxy Statement under the caption "Proposal Five: Approval of the Employee Stock Purchase Plan - Material Terms of the ESPP", which description is incorporated herein by reference. This summary of the ESPP is qualified in its entirety by reference to the full text of the ESPP, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated into this description by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
(1) Election of Directors. The Company's shareholders elected the following 12
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 Meeting with respect to the election of directors: Broker Nominee For Against Non-Votes Erik Olsson 138,236,041 13,196,152 5,879,582 Ann Fandozzi 148,314,288 3,117,904 5,879,582 Brian Bales 149,171,974 2,260,218 5,879,582 William Breslin 148,435,088 2,997,104 5,879,582 Adam DeWitt 145,260,573 6,171,619 5,879,582 Robert G. Elton 143,652,516 7,779,676 5,879,582 Lisa Hook 136,285,494 15,146,698 5,879,582 Timothy O'Day 148,950,838 2,481,354 5,879,582 Sarah Raiss 133,246,957 18,185,236 5,879,582
(2) Appointment of
appointment ofErnst & Young LLP (United States ) as the Company's independent registered public accounting firm until the next annual meeting of the Company and authorized the audit committee of the Board to fix their remuneration. The following table sets forth the vote of the shareholders at the Meeting with respect to the appointment ofErnst & Young LLP : For Withheld Abstain Broker Non-Votes 156,296,561 487,201 528,013 -
(3) Advisory Vote on Executive Compensation. The Company's shareholders approved
the non-binding advisory resolution, commonly known as a "Say on Pay" proposal, regarding the compensation of the Company's named executive officers. The following table sets forth the vote of the shareholders at the Meeting with respect to the advisory vote on executive compensation:
For Against Abstain Broker Non-Votes 130,778,421 20,066,068 587,704 5,879,582
(4) Approval of the 2023 Plan. The Company's shareholders approved the 2023 Plan.
The following table sets forth the vote of the shareholders at the Meeting with respect to approval of the 2023 Plan: For Against Abstain Broker Non-Votes 138,582,558 12,263,976 585,659 5,879,582
(5) Approval of the ESPP. The Company's shareholders approved the ESPP. The
following table sets forth the vote of the shareholders at the Meeting with respect to approval of the ESPP:
For Against Abstain Broker Non-Votes 148,778,932 2,114,905 538,356 5,879,582
(6) Approval of the Amendment of the Company's Articles to Effect Name Change.
The Company's shareholders approved a special resolution authorizing the Company to amend its articles to change its corporate name from "Ritchie Bros.Auctioneers Incorporated " to "RB Global, Inc. " or such other name as is acceptable to the Company and applicable regulatory authorities. The following table sets forth the vote of the shareholders at the Meeting with respect to the special resolution: For Against Abstain Broker Non-Votes 156,316,720 451,987 543,068 -
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1Ritchie Bros. Auctioneers Incorporated 2023 Share Incentive Plan. 10.2Ritchie Bros. Auctioneers Incorporated 2023 Employee Stock Purchase Plan. 104 Cover Page Interactive Data File.
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