Ritchie Bros. Auctioneers Incorporated (TSE:RBA) 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. |
On February 17, 2017, the board of directors (the
Board) of Ritchie Bros. Auctioneers Incorporated
(the Company) approved an amendment to each of
the Companys 2013 Performance Share Unit Plan (the 2013
PSU Plan) and the grant agreement dated August 11, 2014
between the Company and Ravichandra Saligram (the Sign-On
Grant Agreement) under the 2013 PSU Plan (together, the
2013 PSU Plan Amendment), subject to shareholder
approval and subject to the execution of the 2013 PSU Plan
Amendment by the Company and Mr. Saligram, in his personal
capacity as a participant in the 2013 PSU Plan. The 2013 PSU Plan
Amendment includes provisions permitting the Company to pay
vested performance share units under the Sign-On Grant Agreement
either in cash or by issuing common shares, as opposed to payment
only in cash, and setting the aggregate maximum number of the
Companys common shares reserved for issuance to the Sign-On Grant
Agreement at 150,000 common shares. A more detailed description
of the 2013 PSU Plan Amendment is set forth in the Companys
definitive proxy statement on Schedule 14A, which was filed with
the Securities and Exchange Commission on March 20, 2017 and is
incorporated herein by reference.
At the Companys 2017 annual and special meeting of shareholders
(the Annual Meeting) held on May 1, 2017, the
shareholders approved the 2013 PSU Plan Amendment, as detailed in
Item 5.07 below, and immediately thereafter, the Company and Mr.
Saligram, in his personal capacity as a participant in the 2013
PSU Plan, each executed the 2013 PSU Plan Amendment.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On May 1, 2017, 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 Companys shareholders elected the following 8 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 or she 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 |
||||
| Beverley A. Briscoe | 88,869,597 | 330,013 | – | 2,608,880 | ||||
| Robert G. Elton | 87,858,829 | 1,340,781 | – | 2,608,880 | ||||
| Erik Olsson | 79,714,328 | 9,485,282 | – | 2,608,880 | ||||
| Eric Patel | 87,832,992 | 1,366,618 | – | 2,608,880 | ||||
| Edward B. Pitoniak | 88,490,888 | 708,722 | – | 2,608,880 | ||||
| Sarah E. Raiss | 89,140,425 | 59,185 | – | 2,608,880 | ||||
| Ravi K. Saligram | 89,099,885 | 99,725 | – | 2,608,880 | ||||
| Christopher Zimmerman | 89,099,867 | 99,743 | – | 2,608,880 |
| (2) |
Advisory Vote on Executive Compensation. The Companys shareholders approved the non-binding advisory resolution, commonly known as a Say on Pay proposal, regarding the compensation of the Companys 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 | |||
| 86,533,808 | 2,637,874 | – | 2,608,882 |
| (3) |
Appointment of Ernst Young LLP. The Companys shareholders approved the appointment of Ernst Young LLP as the Companys independent registered public accounting firm for the year ending December 31, 2017 and authorized the audit committee of the Board to fix their remuneration. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the appointment of Ernst Young LLP: |
| For | Withheld | Abstain | Broker Non-Vote | |||
| 91,788,865 | 17,012 | – | – |
| (4) |
Approval of the 2013 PSU Plan Amendment. The Companys shareholders approved the 2013 PSU Plan Amendment, as described under Item 5.02. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the 2013 PSU Plan Amendment: |
| For | Against | Abstain | Broker Non-Vote | |||
| 86,298,520 | 2,866,406 | – | 2,608,882 |
About Ritchie Bros. Auctioneers Incorporated (TSE:RBA)
Ritchie Bros. Auctioneers Inc is a Canada-based holding company. The Company is an auctioneer of industrial equipment. The Company is engaged in selling industrial equipment and other assets for the construction, agricultural, transportation, energy, mining, forestry, material handling, marine and real estate industries at its unreserved auctions and online marketplaces. The Company focuses on the sale of heavy machinery. The Company operates through the following segments: Core Auction segment and EquipmentOne segment. Core Auction segment offers a network of auction locations that conduct live, unreserved auctions with both on-site and online bidding. EquipmentOne segment is an online marketplace that facilitates private equipment transactions. The Company sells equipment through unreserved auctions at approximately 40 auction sites across the world. The majority of the assets sold through the Company’s sales channels are classified as construction machinery. Ritchie Bros. Auctioneers Incorporated (TSE:RBA) Recent Trading Information
Ritchie Bros. Auctioneers Incorporated (TSE:RBA) closed its last trading session up +0.14 at 44.71 with 85,967 shares trading hands.