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8-K

Jewett Cameron Trading Co Ltd (JCTC)

8-K 2023-02-24 For: 2023-02-17
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Added on April 10, 2026

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): February 17, 2023

JEWETT-CAMERON TRADING COMPANY LTD.

(Exact name of registrant as specified in its charter)

A1****BRITISH COLUMBIA 000-19954 00-0000000
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

32275N.W. Hillcrest**, North Plains** , OR

97133

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area

code (503) 647-0110

Not Applicable

(Former Name or Former Address, if Changed SinceLast 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 (see General Instruction A.2. below):

☐ 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, no par value JCTCF NASDAQ Capital Market

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.


(a) The Annual General Meeting of shareholders was held on February 17, 2023.
(b) The following is a brief description and vote count of all items voted on at the meeting:
--- ---
Item 1. Fix the Number of Directors
--- ---

Item No. 1 was approved with the following vote:

Shares Voted<br><br> <br>“For” Shares Voted<br><br> <br>“Against” Withheld/<br><br> <br>Abstentions Non-Votes
1,164,937 0 26,614 1,239,482
Item 2. Election of Directors
--- ---

The following persons were elected as Directors to serve until the conclusion of the next annual meeting:

****<br><br> <br>Nominees Shares Voted<br><br> <br>“For” Shares Voted<br><br> <br>“Against” Withheld/<br><br> <br>Abstentions Non-Votes
Charles E. Hopewell 1,189,846 0 1,705 1,239,482
Geoff Guilfoy 942,404 0 249,147 1,239,482
Sarah Johnson 945,111 0 246,440 1,239,482
Chris Karlin 950,111 0 241,440 1,239,482
Michael C. Nasser 928,900 0 262,651 1,239,482
Michelle Walker 945,111 0 246,440 1,239,482
Chad Summers 1,183,476 0 8,075 1,239,482
Mike Henningsen 945,030 0 246,521 1,239,482
Item 3. Appointment of Auditors
--- ---

Item No. 3 was approved with the following vote:

Shares Voted<br><br> <br>“For” Shares Voted<br><br> <br>“Against” Withheld/<br><br> <br>Abstentions Non-Votes
2,415,447 0 15,586 0
Item 4. Acts and Deeds of Directors and Officers
--- ---

Item No. 4 was approved with the following vote:

Shares Voted<br><br> <br>“For” Shares Voted<br><br> <br>“Against” Withheld/<br><br> <br>Abstentions Non-Votes
1,190,946 605 0 1,239,482
Item 5. Advisory Vote on the Approval of Executive Compensation
--- ---

Item No. 5 was approved with the following vote:

Shares Voted<br><br> <br>“For” Shares Voted<br><br> <br>“Against” Withheld/<br><br> <br>Abstentions Non-Votes
1,191,446 105 0 1,239,482
Item 6. Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation
--- ---

Item No. 6 had the following votes:

1 Year 2 Years 3 Years Withheld/<br><br> <br>Abstentions Non-Votes
1,154,408 36,803 340 0 1,239,482
Item 7. Permitted Amendments and Variations
--- ---

Item No. 7 was approved with the following vote:

Shares Voted<br><br> <br>“For” Shares Voted<br><br> <br>“Against” Withheld/<br><br> <br>Abstentions Non-Votes
1,024,008 167,543 0 1,239,482
Item 8. Transact Other Business
--- ---

Item No. 8 was approved with the following vote:

Shares Voted<br><br> <br>“For” Shares Voted<br><br> <br>“Against” Withheld/<br><br> <br>Abstentions Non-Votes
1,024,008 167,543 0 1,239,482
(c) Not Applicable
--- ---
(d) The Board of Directors decided that the Company’s proxy materials will include an advisory shareholder<br>vote on the executive compensation annually, with the next vote to occur in 2024.
--- ---

Item 9.01 Exhibits

Exhibit No. Description
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained<br>in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

JEWETT-CAMERON TRADING COMPANY LTD.
Date: February 23, 2023 By: /s/ “Chad Summers”
Name: Chad Summers
Title: President and Chief Executive Officer