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, 2023

 

IVANHOE ELECTRIC INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-41436

 

32-0633823

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

606 – 999 Canada Place 

Vancouver, BC Canada

 

V6C 3E1

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (604) 689-8765

 

(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:

 

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 Stock, par value $0.0001 per share

 

IE

 

NYSE American

 

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 June 8, 2023, Ivanhoe Electric Inc. (the “Company”) held its 2023 Annual Meeting of the Stockholders (the “Annual Meeting”). 

 

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

 

On June 8, 2023, the Company held its Annual Meeting where the Company’s stockholders approved the following proposals:

 

 

·

The election of eight directors to serve until their successors are duly elected and qualified at the next annual meeting of stockholders, subject to their earlier death, resignation or removal; and

 

 

 

 

·

The ratification of the selection of Deloitte LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

 

The voting results were as follows:

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

Election of Directors

 

 

 

 

 

 

 

 

 

 

 

 

Robert Friedland

 

 

73,927,159

 

 

 

1,510,836

 

 

 

580

 

 

 

2,793,939

 

Taylor Melvin

 

 

75,340,904

 

 

 

97,061

 

 

 

610

 

 

 

2,793,939

 

Russell Ball

 

 

68,258,527

 

 

 

7,179,438

 

 

 

610

 

 

 

2,793,939

 

Hirofumi Katase

 

 

74,221,317

 

 

 

1,216,648

 

 

 

610

 

 

 

2,793,939

 

Patrick Loftus-Hills

 

 

75,414,191

 

 

 

23,773

 

 

 

611

 

 

 

2,793,939

 

Victoire de Margerie

 

 

75,347,441

 

 

 

90,533

 

 

 

601

 

 

 

2,793,939

 

Priya Patil

 

 

67,869,386

 

 

 

7,568,338

 

 

 

851

 

 

 

2,793,939

 

Ronald Vance

 

 

75,419,891

 

 

 

17,884

 

 

 

800

 

 

 

2,793,939

 

Ratification of Deloitte LLP

 

 

78,208,824

 

 

 

23,575

 

 

 

115

 

 

 

 

 

 

 Item 7.01. Regulation FD Disclosure.

 

A copy of the Company’s press release dated June 8, 2023 announcing the election of directors and voting results from the Annual Meeting is furnished as Exhibit 99.1 to this Form 8-K.

 

The information contained in this Item 7.01 and Exhibit 99.1 hereto 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 liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

  

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press Release dated June 8, 2023

104

 

Cover Page Interactive Data File (embedded with the inline XBRL document)

 

 

2

 

 

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.

 

 

IVANHOE ELECTRIC INC.

 

 

 

 

 

Date: June 8, 2023

By:

/s/ Taylor Melvin

 

 

 

Taylor Melvin

 

 

 

President and Chief Executive Officer

 

 

 

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