8-K
Ivanhoe Electric Inc. (IE)
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<br><br>incorporation or organization) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 606 – 999 Canada Place<br><br>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<br><br>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) |
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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 | ||
| 3 | ||
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ie_ex991.htm EXHIBIT 99.1
| @robert_ivanhoe<br> <br>@ivanhoeelectric<br> <br>www.ivanhoeelectric.com |
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June 8, 2023
Ivanhoe Electric Announces the Election of Directors at its Annual Meeting of Stockholders
PHOENIX, ARIZONA – Ivanhoe Electric Inc. (“Ivanhoe Electric”) (NYSE American: IE; TSX: IE) announces the results of voting by shareholders at its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) held today in Tempe, Arizona. The election of the director nominees was confirmed with voting results as follows:
| Director Nominee | Votes For | % For | Against | % Against | Withheld | % Withheld |
|---|
| Robert Friedland | | 73,927,159 | **** | 98.00 | % | **** | 1,510,836 | **** | 2.00 | % | **** | 580 | **** | 0.00 | % |
| Taylor Melvin | **** | 75,340,904 | **** | 99.87 | % | **** | 97,061 | **** | 0.13 | % | **** | 610 | **** | 0.00 | % |
| Russell Ball | **** | 68,258,527 | **** | 90.48 | % | **** | 7,179,438 | **** | 9.52 | % | **** | 610 | **** | 0.00 | % |
| Hirofumi Katase | **** | 74,221,317 | **** | 98.39 | % | **** | 1,216,648 | **** | 1.61 | % | **** | 610 | **** | 0.00 | % |
| Patrick Loftus-Hills | **** | 75,414,191 | **** | 99.97 | % | **** | 23,773 | **** | 0.03 | % | **** | 611 | **** | 0.00 | % |
| Victoire de Margerie | **** | 75,347,441 | **** | 99.88 | % | **** | 90,533 | **** | 0.12 | % | **** | 601 | **** | 0.00 | % |
| Priya Patil | **** | 67,869,386 | **** | 89.97 | % | **** | 7,568,338 | **** | 10.03 | % | **** | 851 | **** | 0.00 | % |
| Ronald Vance | **** | 75,419,891 | **** | 99.98 | % | **** | 17,884 | **** | 0.02 | % | **** | 800 | **** | 0.00 | % |
In addition, shareholders ratified the appointment of Deloitte LLP as Ivanhoe Electric’s independent registered public accounting firm for the fiscal year ending December 31, 2023 with 78,208,824 shares voted for (99.97%), 23,575 voted against (0.03%) and 115 withheld (0.00%).
A total of 78,232,514 or 84.15% of Ivanhoe Electric’s issued and outstanding shares were represented at the Annual Meeting.
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About Ivanhoe Electric
Ivanhoe Electric is an American technology and mineral exploration company that is re-inventing mining for the electrification of everything by combining advanced mineral exploration technologies, renewable energy storage solutions and electric metals projects predominantly located in the United States. Ivanhoe Electric uses its Typhoon™ transmitter, an accurate and powerful geophysical survey system, together with advanced data analytics provided by its subsidiary, Computational Geosciences Inc., to accelerate and de-risk the mineral exploration process as well as to potentially discover deposits of critical metals that may otherwise be undetectable by traditional exploration technologies. Through its controlling interest in VRB Energy, Ivanhoe Electric also develops and manufactures advanced grid-scale vanadium redox battery storage systems. Finally, through advancing its portfolio of electric metals projects located primarily in the United States, headlined by the Santa Cruz Copper Project in Arizona and the Tintic Copper-Gold Project in Utah, as well as projects in Montana, Nevada, Oregon and North Carolina, Ivanhoe Electric is also well positioned to support American supply chain independence by delivering the critical metals necessary for electrification of the economy.
Contact Information
Investors: Valerie Kimball, Director, Investor Relations 720-933-1150
Follow us on Twitter
Ivanhoe Electric’s Executive Chairman Robert Friedland: @robert_ivanhoe
Ivanhoe Electric: @ivanhoeelectric
Ivanhoe Electric’s website at www.ivanhoeelectric.com should be considered Ivanhoe Electric’s recognized distribution channel for purposes of the Securities and Exchange Commission’s Regulation FD (“Reg FD”).
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