SVBL 8-K
Silver Bull Resources, Inc. (SVBL)
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
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 18, 2024, Silver Bull Resources, Inc. (“Silver Bull” or the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, five proposals were submitted to the shareholders for approval as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 27, 2024. As of the record date, February 22, 2024, a total of 47,365,652 shares of Silver Bull common stock were outstanding and entitled to vote. In total, 12,362,808 shares of Silver Bull common stock were present in person or represented by proxy at the Annual Meeting, which represented approximately 26.1% of the shares outstanding and entitled to vote as of the record date.
At the Annual Meeting, shareholders approved four of the five proposals that were submitted, (i) electing the slate of four persons to the Company’s Board of Directors, (ii) ratifying and approving Smythe LLP, Chartered Professional Accountants, as the Company’s independent registered public accounting firm, (iii) ratifying and approving the key persons retention agreement, dated as of October 13, 2023, by and between the Company and the persons named therein, and (iv) approving, on a non-binding advisory basis, the compensation of the Company’s named executive officers. For the fifth proposal submitted, shareholders approved, on a non-binding advisory basis, a triennial vote on executive compensation. In connection with each of the election of directors, the vote to ratify and approve the key persons retention agreement, the non-binding advisory vote on executive compensation, and the non-binding advisory vote on the frequency of future advisory votes on executive compensation, there were a total of 4,735,135 broker non-votes. The votes on the proposals were cast as set forth below:
1. Proposal No. 1 – Election of Directors. The shareholders elected the entire slate of directors presented to the shareholders. As a result, the Company’s Board of Directors consists of the four persons elected at the Annual Meeting.
|
Name |
For |
Withheld |
| Brian D. Edgar | 7,551,897 | 75,776 |
| Timothy T. Barry | 7,528,248 | 99,425 |
| David T. Underwood | 7,563,101 | 64,572 |
| William F. Matlack | 7,551,885 | 75,788 |
2. Proposal No. 2 – Ratification and approval of the appointment of Smythe LLP, Chartered Professional Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2024.
|
For |
Against |
Abstain |
| 12,320,713 | 25,985 | 16,110 |
3. Proposal No. 3 – Ratification and approval of the key persons retention agreement, dated as of October 13, 2023, by and between the Company and the persons named therein, disregarding 1,856,146 votes cast by or on behalf of excluded shareholders (i.e., participants in the agreement and their affiliates).
|
For |
Against |
Abstain |
| 5,440,893 | 291,482 | 39,152 |
4. Proposal No. 4 – Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.
|
For |
Against |
Abstain |
| 7,233,105 | 349,221 | 45,347 |
5. Proposal No. 5 – Proposal No. 4 – Approval, on a non-binding advisory basis, of the frequency of future advisory votes on executive compensation.
|
Three (3) Years |
Two (2) Years |
One (1) Year |
Abstain |
| 5,205,668 | 136,558 | 2,172,199 | 113,248 |
In response to the voting results and other factors, the Company’s Board of Directors determined on April 18, 2024, that the Company will hold an advisory vote on named executive officer compensation every three years until the Company’s Board of Directors decides to hold the next shareholder advisory vote on the frequency of advisory votes, which shall be no later than the Company’s annual meeting of shareholders in 2030.
| Item 7.01 | Regulation FD Disclosure. |
On April 19, 2024, the Company issued a press release regarding the Annual Meeting. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in this Item 7.01, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be 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 as of April 19, 2024 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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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.
| Silver Bull resources, inc. | ||
| Date: April 22, 2024 | By: | /s/ Christopher Richards |
| Name: | Christopher Richards | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
| April 19, 2024 | OTCQB: SVBL, TSX: SVB |
SILVER BULL ANNOUNCES VOTING RESULTS OF ANNUAL MEETING OF SHAREHOLDERS
VANCOUVER, BC – (April 19, 2024) – Silver Bull Resources, Inc. (TSX: SVB, OTCQB: SVBL) (“Silver Bull” or the “Company”) is pleased to announce the detailed voting results of the proposals considered at its annual meeting of shareholders held on April 18, 2024 (the “Meeting”). A total of 12,362,808 or 26.1% of the Company’s issued and outstanding shares were represented at the Meeting.
The following nominees, as listed in Silver Bull’s proxy statement, were re-elected as directors of the Company:
| Director | Votes For | % | Withheld Votes | % |
| Brian Edgar | 7,551,897 | 99.0% | 75,776 | 1.0% |
| Timothy Barry | 7,528,248 | 98.7% | 99,425 | 1.3% |
| David Underwood | 7,563,101 | 99.2% | 64,572 | 0.8% |
| William Matlack | 7,551,885 | 99.0% | 75,788 | 1.0% |
Silver Bull is also pleased to announce that the Company’s shareholders have ratified and approved the appointment of Smythe LLP, as the Company’s independent registered public accounting firm, for the fiscal year ending October 31, 2024 (12,320,713 or 99.8% voted “For”, 25,985 or 0.2% voted “Against” and 16,110 abstained from voting).
The Company’s shareholders voted to ratify and approve the key persons retention agreement, dated as of October 13, 2023, by and between the Company and the persons named therein as described in the proxy statement for the Meeting. Disregarding 1,856,146 votes cast by or on behalf of excluded shareholders (i.e. participants in the agreement and their affiliates), 5,440,893 or 94.9% voted “For”, 291,482 or 5.1% voted “Against”, and 39,152 abstained from voting.
The Company’s shareholders also voted to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (7,233,105 or 95.4% voted “For”, 349,221 or 4.6% voted “Against”, and 45,347 abstained from voting).
A majority of shareholders voted, on a non-binding advisory basis, for a triennial vote on executive compensation (5,205,668 or 69.3% voted "3 Years", 136,558 or 1.8% voted "2 Years", 2,172,199 or 28.9% voted "1 Year" and 113,248 abstained from voting). In response to the voting results and other factors, the Company's Board of Directors determined on April 18, 2024, that the Company will hold an advisory vote on named executive officer compensation every three years until the Company's Board of Directors decides to hold the next shareholder advisory vote on the frequency of advisory votes, which shall be no later than the Company's annual general meeting of shareholders in 2029.
Full details of the proposals are fully described in the Company’s definitive proxy statement filed on February 27, 2024 available on SEDAR at www.sedar.com, and on EDGAR at www.sec.gov.
On behalf of the Board of Directors
“Tim Barry”
Tim Barry, CPAusIMM
Chief Executive Officer and Director
INVESTOR RELATIONS:
+1 604 687 5800
Cautionary note regarding forward looking statements: This news release contains forward-looking statements regarding future events and Silver Bull’s and Arras’s future results that are subject to the safe harbors created under the U.S. Private Securities Litigation Reform Act of 1995, the Securities Act of 1933, as amended, and the Exchange Act, and applicable Canadian securities laws. Forward-looking statements include, among others, statements regarding the Mineral Resource estimates for the Sierra Mojada projects and the development of the project. These statements are based on current expectations, estimates, forecasts, and projections about Silver Bull’s and Arras’s exploration projects, the industry in which Silver Bull operates and the beliefs and assumptions of Silver Bull’s management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” variations of such words, and similar expressions and references to future periods, are intended to identify such forward-looking statements. Forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, including such factors as whether management’s focus will be as described in this news release, the results of exploration activities and whether the results continue to support continued exploration activities, unexpected variations in ore grade, types and metallurgy, volatility and level of commodity prices, the availability of sufficient future financing, and other matters discussed under the caption “Risk Factors” in Silver Bull’s Annual Report on Form 10-K for the fiscal year ended October 31, 2023 and our other periodic and current reports filed with the SEC and available on www.sec.gov and with the Canadian securities commissions available on www.sedar.com. Readers are cautioned that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those expressed or implied in the forward-looking statements. Any forward-looking statement made by us in this release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.