Current Report Filing (8-k)
November 13 2017 - 8:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
November 9, 2017
NioCorp
Developments Ltd.
(Exact name of registrant as specified in its charter)
British
Columbia, Canada
(State or other jurisdiction of
incorporation)
|
000-55710
(Commission File Number)
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98-1262185
(IRS Employer Identification No.)
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7000
South Yosemite Street, Suite 115
Centennial,
Colorado
(Address
of principal executive offices)
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80112
(Zip Code)
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Registrant’s
telephone number, including area code:
(720) 639-4647
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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On
November 9, 2017, NioCorp Developments Ltd (“The Company”) held its 2017 Annual Meeting of Shareholders (“Annual
Meeting”) at which the shareholders considered and approved the Company’s Long-Term Incentive Plan (the “2017
Plan”).
The
2017 Plan became effective upon such shareholder approval. Under the 2017 Plan, the Board may in its discretion from time to time
grant stock options, share units (in the form of restricted share units (“RSUs”) and performance share units (“PSUs”))
and dividend equivalents to directors, employees and certain other service providers (as further described in the 2017 Plan) of
the Company and affiliated entities selected by the Board. Subject to adjustment as provided in the 2017 Plan, the aggregate number
of common shares of the Company (“Common Shares”) that may be reserved for issuance to participants under the 2017
Plan, together with all other security based compensation arrangements of the Company, including with respect to stock options
outstanding under the Company’s 2016 Incentive Stock Option Plan, may not exceed 10% of the issued and outstanding Common
Shares from time to time, and the Common Shares reserved for issuance upon settlement of share units shall not exceed 5% of the
issued and outstanding Common Shares from time to time. Further, the aggregate number of Common Shares reserved for issuance to
any one participant under the 2017 Plan, together with all other security based compensation arrangements of the Company, must
not exceed 5% of the aggregate issued and outstanding Common Shares (on a non-diluted basis). The maximum number of Common Shares
(1) issued to insiders (for purposes of the Toronto Stock Exchange Company Manual) within any one-year period and (2) issuable
to insiders at any time, under the 2017 Plan, or when combined with the Company’s other security based compensation arrangements,
will not exceed 10% of the number of the aggregate issued and outstanding Common Shares.
Under
the 2017 Plan, stock options and share units granted to non-employee directors, together with all other equity awards granted
to non-employee directors under any other security based compensation arrangement, are limited to an annual equity award value
of C$150,000 per non-employee director. The total value of stock options issuable to a non-employee director in a one-year period
is limited to C$100,000. Further, and subject to the adjustment provisions of the 2017 Plan, the aggregate number of Common Shares
actually issued or transferred by the Company upon the exercise of stock options intended to qualify as “incentive stock
options” under Section 422 of the United States Internal Revenue Code will not exceed 20,451,895 Common Shares.
The
Board will generally be able to amend the 2017 Plan, subject to shareholder approval in certain circumstances as further described
in the 2017 Plan.
The
foregoing description of the 2017 Plan is not complete and is in all respects qualified in its entirety by the actual provisions
of the 2017 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
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Item
5.07
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Submission
of Matters to a Vote of Security Holders.
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The
Company held the Annual Meeting on November 9, 2017. As of the record date for the Annual Meeting, there were 204,518,956 common
shares issued and outstanding and entitled to vote, of which 67,591,080 common shares were present by proxy or in person at the
Annual Meeting. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:
Proposal
One – To Set The Number of Directors For The Ensuing Year At Six.
For:
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29,349,671 shares
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Against:
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47,050 shares
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Abstain:
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179,905 shares
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Broker
non-votes: 0
Proposal
Two – Election of Directors.
Nominee
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Votes
FOR
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Votes
WITHHELD
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Broker
Non-Votes
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Mark
A. Smith
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29,300,806
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275,820
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0
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Joseph
A. Carrabba
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29,444,828
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131,798
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0
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David
C. Beling
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29,444,628
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131,998
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0
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Michael
Morris
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29,444,128
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132,498
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0
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Anna
Castner-Wightman
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29,440,928
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135,698
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0
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Nilsa
Guerrero-Mahon
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29,431,141
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145,485
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0
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Proposal
Three – Appointment and Compensation of Auditors.
For:
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67,351,399 shares
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Withhold:
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239,681 shares
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Broker
non-votes: 0
Proposal
Four – Approval of the 2017 Plan
For:
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28,569,647 shares
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Against:
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777,406 shares
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Withhold:
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229,573 shares
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Broker
non-votes: 0
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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NIOCORP
DEVELOPMENTS LTD.
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DATE:
November 13, 2017
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By:
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/s/
Neal Shah
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Neal
Shah
Chief Financial Officer
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