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):  December 18, 2019

 

RARE ELEMENT RESOURCES LTD.

(Exact name of registrant as specified in its charter)

 

British Columbia, Canada

001-34852

Not Applicable

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

P.O. Box 271049

Littleton, Colorado

80127

 

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:

(720) 278-2460

 

Not Applicable

(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 5.07Submission of a Matter to a Vote of Security Holders. 

On December 18, 2019, Rare Element Resources Ltd. (the “Company”) held its annual meeting of shareholders for the fiscal year ended December 31, 2018 (the “Meeting”).  At the Meeting, two proposals were submitted to the shareholders for approval as set forth in the Company’s definitive information and proxy circular filed on November 8, 2019.  As of the record date (November 4, 2019), a total of 103,766,880 common shares of the Company were outstanding and entitled to vote. In total, 81,386,427 common shares were present in person or represented by proxy at the Meeting, which represented approximately 78.4% of the shares outstanding and entitled to vote as of the record date.

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 seven persons elected at the Meeting. 

Name

 

For

 

Withheld

 

Broker Non-Votes

Gerald W. Grandey

 

56,785,657

 

753,614

 

23,847,156

Barton S. Brundage

 

56,693,813

 

845,458

 

23,847,156

Kenneth J. Mushinski

 

56,820,527

 

718,744

 

23,847,156

David I. Roberts

 

56,821,344

 

717,927

 

23,847,156

Paul J. Schlauch

 

56,854,646

 

684,625

 

23,847,156

Randall J. Scott

 

56,756,893

 

782,378

 

23,847,156

Lowell A. Shonk

 

56,695,817

 

843,454

 

23,847,156

 

2.Proposal No. 2 – Ratification of the appointment of Plante & Moran, PLLC as the auditor of the Company for the fiscal year ending December 31, 2019. 

For

 

Against

 

Abstain

78,263,944

 

1,015,235

 

2,107,248




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.

Date:  December 20, 2019

RARE ELEMENT RESOURCES LTD.

 

 

By: /s/ Randall J. Scott                                   

Name:Randall J. Scott 

Title: President and Chief Executive Officer 


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