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

ME Staff 8-k

8 years ago

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

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On October 25, 2016, the board of directors of the Company (the
“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.

The more detailed description of the Stock Option Plan set forth
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.

Following the Annual Meeting, the Board of Directors of the
Company approved the reappointment of the following executive
officers:

John Sanderson as Chairman of the Board Craig Scherba as
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.

On December 19, 2016, the Company held its Annual Meeting.
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:

(1)

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:

Nominee	For	Withheld	Abstain	Broker Non-Vote
John Sanderson	96.44%	3.56%	–	6.52%
Craig Scherba	96.44%	3.56%	–	6.52%
Quentin Yarie	96.43%	3.57%	–	6.52%
Robin Borley	96.36%	3.64%	–	6.52%
Albert A. Thiess, Jr.	96.45%	3.55%	–	6.52%
Dean Comand	96.31%	3.69%	–	6.52%
Dalton Larson	96.42%	3.58%	–	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:

For		Withheld		Abstain		Broker Non-Vote
98.13%		1.87%		–		0%

(3)

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:

For		Against		Abstain		Broker Non-Vote
92.11%		7.89 %		–		0%

(4)

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:

For		Against		Abstain		Broker Non-Vote
95.36%		4.64%		–		0%

(5)	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:

For		Against		Abstain		Broker Non-Vote
77.95%		22.05%		–		6.52%

(6)

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:

For		Against		Abstain		Broker Non-Vote
95.26%		4.74%		–		6.52%

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 up +0.0014 at 0.0499 with 2,500 shares trading hands.