ENERGIZER RESOURCES INC. (OTCMKTS:ENZR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
“Board”) approved an amendment to the Stock Option Plan (the
“Stock Option Plan”) subject to and contingent upon receipt of
shareholder approval, which such approval was obtained at the
Company’s 2016 annual and special meeting of shareholders held
on December 19, 2016 (the “Annual Meeting”). The amendment to
the Stock Option Plan increases the number of common shares
reserved for issuance upon exercise of options granted thereunder
from 43,000,000 shares to 46,000,000 shares.
in the Company’s revised definitive proxy statement on Schedule
14A (the “Proxy Statement”), which was filed with the
Securities and Exchange Commission on November 11, 2016, which
description is incorporated herein by reference. A copy of the
Stock Option Plan is attached to the Proxy Statement as Appendix
B.
Company approved the reappointment of the following executive
officers:
President and Chief Executive Officer Marc Johnson as Chief
Financial Officer and Senior Vice President, Finance Brent
Nykoliation, Senior Vice President, Corporate Development Robin
Borley, Senior Vice President, Mine Development
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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Proxies with respect to the matters voted upon at the Annual
Meeting were solicited under Regulation 14A of the Securities
Exchange Act of 1934, as amended. All of the resolutions put
forward at the Annual Meeting were approved. The final voting
results of the Annual Meeting are set out below:
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(1)
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Election of Directors. The Company’s shareholders
elected the following 7 nominees to the Board. Each of the nominees will serve for a one-year term and hold office until the next annual meeting of shareholders, unless he sooner ceases to hold office. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the election of directors: |
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Nominee
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For
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Withheld
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Abstain
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Broker
Non-Vote
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||||
|
John Sanderson
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96.44%
|
3.56%
|
–
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6.52%
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||||
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Craig Scherba
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96.44%
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3.56%
|
–
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6.52%
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||||
|
Quentin Yarie
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96.43%
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3.57%
|
–
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6.52%
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||||
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Robin Borley
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96.36%
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3.64%
|
–
|
6.52%
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||||
|
Albert A. Thiess, Jr.
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96.45%
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3.55%
|
–
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6.52%
|
||||
|
Dean Comand
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96.31%
|
3.69%
|
–
|
6.52%
|
||||
|
Dalton Larson
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96.42%
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3.58%
|
–
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6.52%
|
|
(2)
|
Appointment of MNP LLP. The Company’s
shareholders approved the appointment of MNP LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2017. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the appointment of MNP LLP: |
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For
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Withheld
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Abstain
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Broker Non-Vote
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|||
|
98.13%
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1.87%
|
–
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0%
|
|
(3)
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Approval of the Share Consolidation. The
Company’s shareholders approved a share consolidation of the Company’s common stock and corresponding amendment to our articles of incorporation to implement the share consolidation, and authorized the board, in its sole discretion, to effect a share consolidation of our common stock at an exchange ratio of not less than 1-for-5 and not greater than 1-for-10, by filing an amendment to our articles of incorporation at any time through December 19, 2017. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the approval of the share consolidation and corresponding amendment to our articles: |
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For
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Against
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Abstain
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Broker Non-Vote
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|||
|
92.11%
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7.89 %
|
–
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0%
|
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(4)
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Approval of the Name Change. The Company’s
shareholders approved a change in the name of the company, as shall be determined in the sole discretion of the board, by filing an amendment to our articles of incorporation. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the approval of the name change: |
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For
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Against
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Abstain
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Broker Non-Vote
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|||
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95.36%
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4.64%
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–
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0%
|
|
(5)
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Amendment of the Stock Option Plan. The Company’s
shareholders approved an amendment to the Company’s Stock Option Plan. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the amendment to the Stock Option Plan: |
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For
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Against
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Abstain
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Broker Non-Vote
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|||
|
77.95%
|
22.05%
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–
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6.52%
|
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(6)
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Advisory Vote on Executive Compensation. The
Company’s shareholders approved the non-binding advisory resolution, commonly known as a “Say on Pay” proposal, regarding the compensation of the Company’s named executive officers. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the advisory vote on executive compensation: |
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For
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Against
|
Abstain
|
Broker Non-Vote
|
|||
|
95.26%
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4.74%
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–
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6.52%
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About ENERGIZER RESOURCES INC. (OTCMKTS:ENZR)
Energizer Resources, Inc. is an exploration-stage company. The Company is engaged in the business of acquisition, exploration and development of mineral resources. It is engaged in the advancement of the Molo Graphite Project, consisting of a commercially minable graphite deposit situated in the African country of Madagascar. It also has additional exploration-stage properties situated in Madagascar and in the Province of Quebec, Canada. The Company is pursuing negotiations in respect of off-take agreements with graphite end users and intermediaries with the intention of securing project financing alternatives, which may include debt, equity and derivative instruments. The Company is also seeking funding for the development of the Molo Deposit into a mine. The Molo deposit is situated 160 kilometers southeast of the city of Toliara. The Green Giant project comprises claims located in south-central Madagascar. As of June 30, 2016, the Company had not generated operating revenues. ENERGIZER RESOURCES INC. (OTCMKTS:ENZR) Recent Trading Information
ENERGIZER RESOURCES INC. (OTCMKTS:ENZR) closed its last trading session down -0.0070 at 0.0429 with 109,400 shares trading hands.
