RARE ELEMENT RESOURCES LTD. (OTCMKTS:REEMF) Files An 8-K Submission of Matters to a Vote of Security Holders

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RARE ELEMENT RESOURCES LTD. (OTCMKTS:REEMF) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07

Submission of a Matter to a Vote of Security Holders.

On May24, 2018, Rare Element Resources Ltd. (the “Company”) held its annual meeting of shareholders for the fiscal year ended December31, 2017 (the “Meeting”). At the Meeting, four proposals were submitted to the shareholders for approval as set forth in the Company’s definitive information and proxy circular filed on April13, 2018. As of the record date (March29, 2018), a total of 79,591,880 common shares of the Company were outstanding and entitled to vote. In total, 63,043,589 common shares were present in person or represented by proxy at the Meeting, which represented approximately 79.2% of the shares outstanding and entitled to vote as of the record date.

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 seven persons elected at the Meeting.

Name

For

Withheld

Broker Non-Votes

Gerald W. Grandey

31,443,023

977,731

30,622,835

F. Steven Mooney

31,632,733

788,021

30,622,835

Kenneth J. Mushinski

31,547,742

873,012

30,622,835

David I. Roberts

31,576,930

843,824

30,622,835

Paul J. Schlauch

31,592,117

828,637

30,622,835

Randall J. Scott

31,616,544

804,210

30,622,835

Lowell A. Shonk

31,539,854

880,900

30,622,835

2.

Proposal No.2 – Ratification and approval of EKS&H LLLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018.

For

Against

Abstain

59,135,624

2,503,053

1,404,912

3.

Proposal No.3 – Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officer.

For

Against

Abstain

Broker Non-Votes

30,969,623

1,156,954

294,177

30,622,835

4.

Proposal No.4 – Approval, on a non-binding advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers.

3 Years

2 Years

1 Year

Abstain

29,621,229

364,525

1,729,955

705,045

With respect to Proposal4, the Company’s board of directors, after considering the advisory vote of the shareholders, has determined to provide for an advisory shareholder vote on the compensation of the Company’s named executive officers every three years.


About RARE ELEMENT RESOURCES LTD. (OTCMKTS:REEMF)

Rare Element Resources Ltd. is a mineral resource company. The Company’s Bear Lodge Property consists of two projects: Bear Lodge Rare Earth Element (REE) Project and the Sundance Gold Project. It is focused on advancing REE Project located near the town of Sundance in northeast Wyoming. It operates through the exploration of mineral properties segment. The Bear Lodge REE Project consists of the Bull Hill Mine, inclusive of the Bull Hill and Whitetail Ridge deposits and the exploration targets of East Taylor and Carbon, all of which are located near Sundance, Wyoming. The Bear Lodge REE Project comprises several REE resource areas within the Bear Lodge Property. The identified REE deposits and occurrences within the Bear Lodge alkaline complex are contained within the Company’s block of unpatented lode mining claims. The Sundance Gold Project is the second project located on its Bear Lodge Property. This property contains gold mineralization.