UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone
number, including area code: (
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. |
Perpetua Resources Corp. (the “Company”) held its 2023 Annual General Meeting of Shareholders (the “Annual Meeting”) on May 18, 2023. As of March 28, 2023, the record date for the Annual Meeting (the “Record Date”), 63,100,039 common shares of the Company (the “Common Shares”) were outstanding and entitled to vote at the Annual Meeting. Holders of Common Shares were entitled to one vote per share held as of the Record Date. A summary of the matters voted upon by the shareholders and the final voting results for each such matter are set forth below.
| 1. | Each of the following persons was duly elected by the Company’s shareholders as a director for a term expiring at the 2024 annual meeting of shareholders and until their successors are duly elected and qualified, subject to their earlier resignation, removal or death, with votes as follows: |
| NOMINEE | FOR | WITHHOLD | BROKER NON- VOTES |
| Marcelo Kim | 39,082,371 | 248,638 | 4,777,992 |
| Bob Dean | 39,270,546 | 60,463 | 4,777,992 |
| Laura Dove | 39,270,051 | 60,958 | 4,777,992 |
| Rich Haddock | 39,241,849 | 89,160 | 4,777,992 |
| Jeff Malmen | 39,268,697 | 62,312 | 4,777,992 |
| Chris Pagagianis | 39,228,924 | 102,085 | 4,777,992 |
| Chris J. Robison | 39,270,256 | 60,753 | 4,777,992 |
| Laurel Sayer | 39,269,532 | 61,477 | 4,777,992 |
| Alex Sternhell | 39,237,649 | 93,360 | 4,777,992 |
| 2. | The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at a remuneration to be set by the directors, was ratified by the shareholders, with votes as follows: |
| FOR | WITHHOLD | BROKER NON- VOTES |
| 44,062,728 | 46,272 | 1 |
No other matters were submitted for shareholder action at the Annual Meeting.
| Item 7.01 | Regulation FD Disclosure. |
On May 19, 2023, the Company issued a press release announcing the results of the Annual Meeting. A copy of the press release is furnished as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated May 19, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| PERPETUA RESOURCES CORP. | ||
| Dated: May 19, 2023 | By: | /s/ Jessica Largent |
| Jessica Largent | ||
| Chief Financial Officer | ||