Current Report Filing (8-k)
July 12 2018 - 5:14PM
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):
July 12, 2018
KLONDEX MINES LTD.
(Exact name of registrant as specified in its charter)
British Columbia
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001-37563
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98-1153397
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(State or other jurisdiction of
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incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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6110 Plumas Street Suite A
Reno, Nevada 89519
(Address of Principal Executive Offices)
(775) 284-5757
(Registrant's telephone
number, including area code)
N/A
(Former Name or Former Address, if
Changed Since Last Report)
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 (See General Instructions A.2 below):
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d -2(b))
[ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b -2
of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. [ ]
Item 5.07 Submission of Matters to a Vote of Security
Holders.
Klondex Mines Ltd. (the Company) held its annual and special
meeting of securityholders (the Meeting) on July 12, 2018. At the Meeting,
shareholders and securityholders of the Company, as applicable, voted on, and
approved, the following proposals:
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1.
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Approval of a statutory plan of arrangement under Section
288 of the
Business Corporations Act
(British Columbia) (the
BCBCA) by the shareholders and securityholders of the Company (the “Arrangement”);
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2.
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Approval of a share option plan for Havilah Mining
Corporation, a subsidiary of the Company;
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3.
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Election of nominees to the board of directors of the
Company for the ensuing year or for the period up to the effective time of
the Arrangement;
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4.
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Appointment of PricewaterhouseCoopers LLP as auditors of
the Company for the ensuing year and authorization of the directors of the
Company to fix their remuneration; and
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5.
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Approval of a non-binding advisory resolution on the
Companys approach to executive compensation.
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Because there were sufficient votes to approve the Arrangement,
it was not necessary to submit a proposal authorizing adjournment of the Meeting
in the event that there were not sufficient votes at the time of the Meeting, or
adjournment or postponement thereof, to approve the Arrangement.
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1.
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On the matter of approval of the Arrangement, the shareholders and securityholders of the Company, voting in the manner more particularly described in the Company’s definitive proxy statement in respect of the Meeting filed with the SEC, approved the proposal pursuant to the following voting results:
Shareholders of the Company:
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Outcome of Vote
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Votes For
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Votes Against
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Abstentions
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Carried
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122,097,683
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463,957
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N/A
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(99.62%)
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(0.38%)
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Securityholders of the Company, being
shareholders, optionholders, restricted share unit holders and deferred share
unit holders of the Company (voting as a single class):
Outcome of Vote
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Votes For
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Votes Against
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Abstentions
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Carried
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126,677,819
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494,949
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N/A
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(99.61%)
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(0.39%)
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Number of broker non-votes in respect of the proposal on
approval of the Arrangement: 16,250,541.
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2.
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One the matter of the approval of the share option plan
for Havilah Mining Corporation, the voting results were as
follows:
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Outcome of Vote
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Carried
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111,307,458
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11,254,182
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N/A
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16,250,541
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(90.82%)
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(9.18%)
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3.
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On the matter of the election of eight nominees, Rodney
Cooper, Mark J. Daniel, James Haggarty, Richard J. Hall, Paul Huet,
William Matlack, Charles Oliver and Blair Schultz, to the board of
directors of the Company, the voting results were as
follows:
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Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Rodney
Cooper
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121,262,375
(98.98 %)
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1,252,579
(1.02 %)
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16,250,540
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Mark J.
Daniel
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116,114,429
(94.78%)
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6,400,525
(5.22%)
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16,250,540
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James
Haggarty
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121,262,137
(98.98 %)
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1,252,817
(1.02%)
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16,250,540
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Richard J.
Hall
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121,130,372
( 98.87%)
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1,384,582
(1.13%)
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16,250,540
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Paul Huet
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121,026,444
(98.79%)
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1,488,510
(1.21%)
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16,250,540
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William
Matlack
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119,014,878
(97.14%)
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3,500,076
(2.86%)
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16,250,540
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Charles
Oliver
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121,078,547
(98.83%)
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1,436,407
(1.17%)
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16,250,540
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Blair Schultz
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120,847,691
(98.64%)
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1,667,263
(1.36%)
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16,250,540
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4.
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On the matter of the appointment of
PricewaterhouseCoopers LLP as auditors of the Company for the ensuing year
and authorization the directors of the Company to fix their remuneration,
the voting results were as follows:
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Outcome of Vote
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Votes For
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Votes Withheld
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Broker Non-Votes
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Carried
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137,317,413
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1,448,081
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0
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(98.96%)
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(1.04%)
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5.
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On the matter of the approval of a non-binding advisory
resolution on the Company's approach to executive compensation, the voting
results were as follows:
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Outcome of Vote
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Carried
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120,311,309
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2,203,644
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N/A
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16,250,541
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(98.20%)
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(1.80%)
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Item 7.01 Regulation FD Disclosure.
On July 12, 2018, the Company issued a press release announcing
the voting results of the Meeting and discussing other matters relating to the
Arrangement. A copy of the press release is furnished hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is being furnished herewith:
SIGNATURE
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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KLONDEX MINES LTD.
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Date: July 12, 2018
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By:
/s/ Barry Dahl
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Name: Barry Dahl
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Title: Chief Financial Officer
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