Ero Copper Corp 6-K, filed Apr 27, 2023
Ero Copper Corp. (ERO)
About this 6-K
Ero Copper Corp filed this 6-K on April 27, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2023
Commission File Number: 001-40459
Ero Copper Corp.
(Translation of registrant's name into English)
625 Howe Street, Suite 1050
Vancouver, British Columbia
V6C 2T6
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [ X ]
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, thereunto duly authorized.
| Ero Copper Corp. | ||
| (Registrant) | ||
| Date: April 27, 2023 | /s/ Deepk Hundal | |
| Deepk Hundal | ||
| SVP, General Counsel & Corporate Secretary | ||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Press Release dated April 26, 2023 | |
| 99.2 | Report on Voting Results |
EXHIBIT 99.1
Ero Copper Announces Voting Results of Annual General and Special Meeting of Shareholders
VANCOUVER, British Columbia, April 26, 2023 (GLOBE NEWSWIRE) -- Ero Copper Corp. (TSX: ERO, NYSE: ERO) ("Ero" or the “Company”) reported the voting results from its Annual General and Special Meeting of Shareholders held today in Vancouver, British Columbia. A total of 82,182,553 common shares were represented at the meeting, being 89.08% of the issued and outstanding common shares of the Company as at the March 6, 2023 record date. Shareholders voted in favour of all items of business before the meeting, including the re-election of management’s nominees as directors for the ensuing year and the advisory vote on executive compensation. Detailed results of the votes are presented below.
Each item of business voted upon at the meeting is described in detail in the Company's Management Information Circular dated March 7, 2023 (the “Circular”), which is available on the Company's website (www.erocopper.com), on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov).
SET THE NUMBER OF DIRECTORS AT TEN
Shareholders approved the proposal to set the number of directors at ten with 99.99% of votes cast in favour.
ELECTION OF DIRECTORS
Shareholders re-elected ten directors as follows:
| Number of Common Shares Voted | Percentage of Votes Cast | |||||||
| Director Nominee | For | Withheld | For | Withheld | ||||
| Christopher Noel Dunn | 67,587,902 | 1,003,619 | 98.54 | % | 1.46 | % | ||
| David Strang | 68,465,016 | 126,505 | 99.82 | % | 0.18 | % | ||
| Jill Angevine | 67,568,540 | 1,022,981 | 98.51 | % | 1.49 | % | ||
| Lyle Braaten | 65,783,770 | 2,807,751 | 95.91 | % | 4.09 | % | ||
| Steven Busby | 67,586,891 | 1,004,630 | 98.54 | % | 1.46 | % | ||
| Dr. Sally Eyre | 66,888,685 | 1,702,837 | 97.52 | % | 2.48 | % | ||
| Robert Getz | 67,216,580 | 1,374,941 | 98.00 | % | 2.00 | % | ||
| Chantal Gosselin | 67,972,999 | 618,523 | 99.10 | % | 0.90 | % | ||
| John Wright | 68,452,809 | 138,712 | 99.80 | % | 0.20 | % | ||
| Matthew Wubs | 67,445,877 | 1,145,644 | 98.33 | % | 1.67 | % | ||
APPOINTMENT OF AUDITOR
Shareholders re-appointed KPMG LLP, Chartered Professional Accountants, as the auditor of the Company and authorized the directors of the Company to fix the remuneration to be paid to the auditor with 99.97% of votes cast in favour.
CERTAIN MATTERS RELATING TO THE STOCK OPTION PLAN
Shareholders authorized and approved the Company’s Stock Option Plan, including amendments thereto, and the unallocated options issuable thereunder with 98.40% of votes cast in favour.
CERTAIN MATTERS RELATING TO THE SHARE UNIT PLAN
Shareholders authorized and approved the Company’s Share Unit Plan, including amendments thereto, and the unallocated units issuable thereunder with 99.54% of votes cast in favour.
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Shareholder approved the non-binding advisory “say on pay” resolution accepting the Company’s approach to executive compensation as described in the Circular with 97.81% of votes cast in favour.
ABOUT ERO COPPER CORP
Ero Copper Corp is a high-margin, high-growth, clean copper producer with operations in Brazil and corporate headquarters in Vancouver, B.C. The Company's primary asset is a 99.6% interest in the Brazilian copper mining company, MCSA, 100% owner of the Company's Caraíba Operations (formerly known as the MCSA Mining Complex), which are located in the Curaçá Valley, Bahia State, Brazil and include the Pilar and Vermelhos underground mines and the Surubim open pit mine, and the Tucumã Project (formerly known as Boa Esperança), an IOCG-type copper project located in Pará, Brazil. The Company also owns 97.6% of NX Gold S.A. which owns the Xavantina Operations (formerly known as the NX Gold Mine), namely comprised of an operating gold and silver mine located in Mato Grosso, Brazil. Additional information on the Company and its operations, including technical reports on the Caraíba Operations, Xavantina Operations and Tucumã Project, can be found on the Company's website (www.erocopper.com), on SEDAR (www.sedar.com), and on EDGAR (www.sec.gov). The Company’s shares are publicly traded on the Toronto Stock Exchange and the New York Stock Exchange under the symbol “ERO”.
FOR MORE INFORMATION, PLEASE CONTACT
Courtney Lynn, VP, Corporate Development & Investor Relations
(604) 335-7504
info@erocopper.com
EXHIBIT 99.2
REPORT ON VOTING RESULTS
In accordance with section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, the following sets out the voting results on the items of business submitted at the Annual General and Special Meeting of Shareholders (the “Meeting”) of Ero Copper Corp. (“Ero” or the “Company”) held on April 26, 2023 in Vancouver, British Columbia. Each item of business voted upon at the Meeting is described in detail in the Management Information Circular dated March 7, 2023 (the “Circular”), which is available on the Company’s website (www.erocopper.com), on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov).
| Common Shares represented at the Meeting: | 82,182,553 |
| Total issued and outstanding Common Shares as at March 6, 2023 (Record Date): | 92,260,300 |
| Percentage of issued and outstanding Common Shares represented: | 89.08% |
| 1. | Set the Number of Directors at Ten |
The setting of the number of directors at ten was approved, and the outcome of the vote by ballot was as follows:
| Number of Common Shares Voted | Percentage of Votes Cast | ||
| For | Against | For | Against |
| 68,585,709 | 5,813 | 99.99% | 0.01% |
| 2. | Election of Directors |
Each of the ten nominees in the Circular were re-elected as directors of the Company for the ensuing year, and the outcome of the vote by ballot was as follows:
| Director Nominee | Number of Common Shares Voted | Percentage of Votes Cast | ||
| For | Withheld | For | Withheld | |
| Christopher Noel Dunn | 67,587,902 | 1,003,619 | 98.54% | 1.46% |
| David Strang | 68,465,016 | 126,505 | 99.82% | 0.18% |
| Jill Angevine | 67,568,540 | 1,022,981 | 98.51% | 1.49% |
| Lyle Braaten | 65,783,770 | 2,807,751 | 95.91% | 4.09% |
| Steven Busby | 67,586,891 | 1,004,630 | 98.54% | 1.46% |
| Dr. Sally Eyre | 66,888,685 | 1,702,837 | 97.52% | 2.48% |
| Robert Getz | 67,216,580 | 1,374,941 | 98.00% | 2.00% |
| Chantal Gosselin | 67,972,999 | 618,523 | 99.10% | 0.90% |
| John Wright | 68,452,809 | 138,712 | 99.80% | 0.20% |
| Matthew Wubs | 67,445,877 | 1,145,644 | 98.33% | 1.67% |
| 3. | Appointment of Auditor |
KPMG LLP, Chartered Professional Accountants, was re-appointed as the auditor of the Company for the ensuing year, and the directors of the Company were authorized to fix the remuneration to be paid to the auditor, and the outcome of the vote by ballot was as follows:
| Number of Common Shares Voted | Percentage of Votes Cast | ||
| For | Withheld | For | Withheld |
| 82,156,172 | 26,381 | 99.97% | 0.03% |
| 4. | Certain Matters Relating to the Stock Option Plan |
The Company’s Stock Option Plan, including amendments thereto, and the unallocated options issuable thereunder was authorized and approved, and the outcome of the vote by ballot was as follows:
| Number of Common Shares Voted | Percentage of Votes Cast | ||
| For | Against | For | Against |
| 67,496,537 | 1,094,985 | 98.40% | 1.60% |
Ero Copper Corp
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada
| 5. | Certain Matters Relating to the Share Unit Plan |
The Company’s Share Unit Plan, including amendments thereto, and the unallocated units issuable thereunder was authorized and approved, and the outcome of the vote by ballot was as follows:
| Number of Common Shares Voted | Percentage of Votes Cast | ||
| For | Against | For | Against |
| 68,279,267 | 312,255 | 99.54% | 0.46% |
| 6. | Advisory Vote on Executive Compensation |
The non-binding advisory “say on pay” resolution accepting the Company’s approach to executive compensation as described in the Circular was approved, and the outcome of the vote by ballot was as follows:
| Number of Common Shares Voted | Percentage of Votes Cast | ||
| For | Against | For | Against |
| 67,092,643 | 1,498,878 | 97.81% | 2.19% |
Dated this 26th day of April, 2023.
| ERO COPPER CORP. | |
| “Deepk Hundal” | |
| Deepk Hundal | |
| SVP, General Counsel and Corporate Secretary |
Ero Copper Corp
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada
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