EX-99.22 23 tm2117600d2_ex99-22.htm EXHIBIT 99.22

Exhibit 99.22

 

 

 

REPORT ON VOTING RESULTS

 

In accordance with section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, the following sets out the voting results on the items of business submitted at the Annual General and Special Meeting of Shareholders (the “Meeting”) of Ero Copper Corp. (“Ero” or the “Corporation”) held on May 7, 2020 in the Corporation’s head office located in Vancouver, British Columbia and by live teleconference. Each item of business voted upon at the Meeting is described in detail in the Management Information Circular dated March 12, 2020 (the “Circular”), which is available on the Corporation’s website (www.erocopper.com) and on SEDAR (www.sedar.com).

 

Common Shares represented at the Meeting:   76,357,768 
Total issued and outstanding Common Shares as at March 10, 2020 (Record Date):   85,756,978 
Percentage of issued and outstanding Common Shares represented:   89.04%

 

1.Set the Number of Directors at Nine

 

The setting of the number of directors at nine was approved, and the outcome of the valid proxies received was as follows:

 

Number of Common Shares Voted   Percentage of Votes Cast 
For   Against   For   Against 
 75,117,161    619,273    99.18%   0.82%

 

2.Election of Directors

 

Each of the nine nominees in the Circular were re-elected as directors of the Corporation for the ensuing year, and the outcome of the valid proxies received was as follows:

 

    Number of Common Shares Voted  Percentage of Votes Cast
Director Nominee  For   Withheld   For   Withheld 
Christopher Noel Dunn   75,143,611    592,823    99.22%   0.78%
David Strang   75,735,629    805    100.00%   0.00%
Lyle Braaten   72,926,657    2,809,777    96.29%   3.71%
Steven Busby   75,246,220    490,214    99.35%   0.65%
Dr. Sally Eyre   75,141,497    594,937    99.21%   0.79%
Robert Getz   74,417,015    1,319,419    98.26%   1.74%
Chantal Gosselin   75,711,632    24,802    99.97%   0.03%
John Wright   75,373,813    362,621    99.52%   0.48%
Matthew Wubs   74,926,225    810,209    98.93%   1.07%

 

Ero Copper Corp

625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada

 

 

 

 

3.Appointment of Auditor

 

KPMG LLP, Chartered Professional Accountants, was re-appointed as the auditor of the Corporation for the ensuing year, and the directors of the Corporation were authorized to fix the remuneration to be paid to the auditor, and the outcome of the valid proxies received was as follows:

 

Number of Common Shares Voted   Percentage of Votes Cast 
For   Withheld   For   Withheld 
 75,740,505    617,261    99.19%   0.81%
                  

4.Incentive Option Grants under the Stock Option Plan to New Directors

 

The granting of 8,086 incentive stock options on August 15, 2019 to each of Dr. Sally Eyre and Chantal Gosselin, upon appointment to the Board of Directors of the Corporation, was ratified, authorized and approved, and the outcome of the valid proxies received was as follows:

 

Number of Common Shares Voted   Percentage of Votes Cast 
For   Against   For   Against 
 74,294,664    1,441,770    98.10%   1.90%
                  

5.Certain Matters Relating to the Stock Option Plan

 

The Corporation’s Stock Option Plan, including amendments thereto, and the unallocated options issuable thereunder was authorized and approved, and the outcome of the valid proxies received was as follows:

 

Number of Common Shares Voted   Percentage of Votes Cast 
For   Against   For   Against 
 74,079,017    1,657,417    97.81%   2.19%
                  

6.Certain Matters Relating to the Share Unit Plan

 

The Corporation’s Share Unit Plan, including amendments thereto, and the unallocated units issuable thereunder was authorized and approved, and the outcome of the valid proxies received was as follows:

 

Number of Common Shares Voted   Percentage of Votes Cast 
For   Against   For   Against 
 74,270,259    1,466,175    98.06%   1.94%
                  

7.Amendments to the Articles of the Corporation

 

The amendments to the Articles of the Corporation to (i) increase the quorum requirement for the Corporation’s shareholder meetings to two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 25% of the issued shares entitled to be voted at the meeting; and (ii) increase the quorum requirement for the transaction of the business of the directors to be set at a majority of the directors were authorized and approved, and the outcome of the valid proxies received was as follows:

 

Number of Common Shares Voted   Percentage of Votes Cast 
For   Against   For   Against 
 75,117,132    619,302    99.18%   0.82%
                  

 

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8.Advisory Vote on Executive Compensation

 

The non-binding advisory “say on pay” resolution accepting the Corporation’s approach to executive compensation as described in the Circular was approved, and the outcome of the valid proxies received was as follows:

 

Number of Common Shares Voted   Percentage of Votes Cast 
For   Against   For   Against 
 70,844,985    4,891,449    93.54%   6.46%
                  

 

Dated this 8th day of May, 2020.  
   
  ERO COPPER CORP.
   
  “Deepk Hundal”
   
  Deepk Hundal
  VP, General Counsel and Corporate Secretary

 

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