RB GLOBAL, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Approval of the
As described in Item 5.07 below, on
The principal terms of the 2023 Plan are described in the Company's Definitive
Proxy Statement on Schedule 14A filed with the
Approval of the
The
The principal terms of the ESPP are described in the Proxy Statement under the caption "Proposal Five: Approval of the Employee Stock Purchase Plan - Material Terms of the ESPP", which description is incorporated herein by reference. This summary of the ESPP is qualified in its entirety by reference to the full text of the ESPP, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated into this description by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
(1) Election of Directors. The Company's shareholders elected the following 12
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 Meeting with respect to the election of directors:
Broker
Nominee For Against Non-Votes
Erik Olsson 138,236,041 13,196,152 5,879,582
Ann Fandozzi 148,314,288 3,117,904 5,879,582
Brian Bales 149,171,974 2,260,218 5,879,582
William Breslin 148,435,088 2,997,104 5,879,582
Adam DeWitt 145,260,573 6,171,619 5,879,582
Robert G. Elton 143,652,516 7,779,676 5,879,582
Lisa Hook 136,285,494 15,146,698 5,879,582
Timothy O'Day 148,950,838 2,481,354 5,879,582
Sarah Raiss 133,246,957 18,185,236 5,879,582
(2) Appointment of
appointment of Ernst & Young LLP (United States ) as the Company's independent
registered public accounting firm until the next annual meeting of the
Company and authorized the audit committee of the Board to fix their
remuneration. The following table sets forth the vote of the shareholders at
the Meeting with respect to the appointment of Ernst & Young LLP :
For Withheld Abstain Broker Non-Votes
156,296,561 487,201 528,013 -
(3) 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
Meeting with respect to the advisory vote on executive compensation:
For Against Abstain Broker Non-Votes 130,778,421 20,066,068 587,704 5,879,582
(4) Approval of the 2023 Plan. The Company's shareholders approved the 2023 Plan.
The following table sets forth the vote of the shareholders at the Meeting
with respect to approval of the 2023 Plan:
For Against Abstain Broker Non-Votes
138,582,558 12,263,976 585,659 5,879,582
(5) Approval of the ESPP. The Company's shareholders approved the ESPP. The
following table sets forth the vote of the shareholders at the Meeting with
respect to approval of the ESPP:
For Against Abstain Broker Non-Votes 148,778,932 2,114,905 538,356 5,879,582
(6) Approval of the Amendment of the Company's Articles to Effect Name Change.
The Company's shareholders approved a special resolution authorizing the
Company to amend its articles to change its corporate name from "Ritchie
Bros. Auctioneers Incorporated " to "RB Global, Inc. " or such other name as is
acceptable to the Company and applicable regulatory authorities. The
following table sets forth the vote of the shareholders at the Meeting with
respect to the special resolution:
For Against Abstain Broker Non-Votes
156,316,720 451,987 543,068 -
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1Ritchie Bros. Auctioneers Incorporated 2023 Share Incentive Plan. 10.2Ritchie Bros. Auctioneers Incorporated 2023 Employee Stock Purchase Plan. 104 Cover Page Interactive Data File.
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