Current Report Filing (8-k)
April 20 2022 - 4:22PM
Edgar (US Regulatory)
0001031093
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0001031093
2022-04-19
2022-04-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): |
April
19, 2022 |
Silver
bull resources, inc.
(Exact name of registrant
as specified in its charter)
Nevada |
|
001-33125 |
|
91-1766677 |
(State or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
|
|
|
|
|
777
Dunsmuir Street, Suite
1610
Vancouver,
BC |
|
V7Y
1K4 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: |
604-687-5800 |
(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:
o |
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
o |
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 o
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. o
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On April 19, 2022,
Silver Bull Resources, Inc. (“Silver Bull” or the “Company”) held its annual meeting of shareholders (the “Annual
Meeting”). Pursuant to the vote described in Item 5.07 below, the shareholders approved an amendment to the Company’s
2019 Stock Option and Stock Bonus Plan (the “2019 Plan”) to increase the number of shares of Silver Bull common stock issuable
under the 2019 Plan and, upon such approval, the 2019 Plan, as amended, became effective. The amendment to the 2019 amends the limit on
the number of shares of Silver Bull common stock issuable under the 2019 Plan from the lower of (A) 750,000 shares or (B) 10%
of the total shares outstanding at any point in time to 10% of the total shares outstanding at any point in time. The amendment to the
2019 Plan also increases the number of shares of Silver Bull common stock that are available for issuance under the 2019 Plan for issuance
as incentive stock options from 2,948,352 shares (as adjusted for the one-for-eight reverse stock split completed on September 18,
2020) to 15,000,000 shares (i.e., 10% of the number of authorized shares of Silver Bull common stock), subject to the overall limitation
on the number of shares that may be reserved for issuance under the 2019 Plan.
The foregoing description
of the amendment to the 2019 Plan is not complete and is qualified in its entirety by reference to the text of the amendment, a copy of
which is a filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As noted in Item 5.02
above, the Annual Meeting was held on April 19, 2022. At the Annual Meeting, five proposals were submitted to the shareholders for
approval as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 25,
2022. As of the record date, February 22, 2022, a total of 35,055,652 shares of Silver Bull common stock were outstanding and entitled
to vote. In total, 15,598,424 shares of Silver Bull common stock were present in person or represented by proxy at the Annual Meeting,
which represented approximately 44.49% of the shares outstanding and entitled to vote as of the record date.
At the Annual Meeting,
shareholders approved each of the five proposals that were submitted, (i) electing the slate of four persons to the Company’s
Board of Directors, (ii) ratifying and approving Smythe LLP, Chartered Professional Accountants, as the Company’s independent
registered public accounting firm, (iii) approving, on a non-binding advisory basis, the compensation of the Company’s named
executive officers, (iv) approving and adopting an amendment to the 2019 Plan to increase the number of shares of Silver Bull common
stock issuable under the 2019 Plan, and (v) approving the unallocated entitlements under the 2019 Plan, whether or not amended. In
connection with each of the election of directors and the non-binding advisory vote on executive compensation, there were a total of 4,389,023
broker non-votes. 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 four persons elected at the Annual
Meeting.
Name |
For |
Withheld |
Brian D. Edgar |
10,829,832 |
379,569 |
Timothy T. Barry |
10,827,432 |
381,969 |
Daniel J. Kunz |
10,830,821 |
378,580 |
David T. Underwood |
10,833,956 |
375,445 |
2.
Proposal No. 2 – Ratification and approval of the appointment of Smythe LLP, Chartered
Professional Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending October 31,
2022.
For |
Against |
Abstain |
15,392,503 |
20,101 |
185,820 |
3.
Proposal No. 3 – Approval, on a non-binding advisory basis, of the compensation of the
Company’s named executive officers.
For |
Against |
Abstain |
10,531,387 |
568,766 |
109,248 |
4.
Proposal No. 4 – Approval and adoption of an amendment to the 2019 Plan to increase the
number of shares of Silver Bull common stock issuable under the 2019 Plan.
For |
Against |
Abstain |
10,442,723 |
677,334 |
89,344 |
5.
Proposal No. 5 – Approval of the unallocated entitlements under the 2019 Plan, whether
or not amended.
For |
Against |
Abstain |
10,472,908 |
637,445 |
99,048 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
+ Indicates
a management contract or compensatory plan, contract or arrangement.
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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Silver Bull resources, inc. |
|
|
|
|
|
|
Date: April 20, 2022 |
By: |
/s/ Christopher Richards |
|
Name: |
Christopher Richards |
|
Title: |
Chief Financial Officer |
4
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