UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 5, 2025

 

IVANHOE ELECTRIC INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-41436

 

32-0633823

(State or other jurisdiction of

incorporation or organization)

 

(Commission

 File Number)

 

(I.R.S. Employer

Identification No.)

 

450 E. Rio Salado Parkway, Suite 130, Tempe, AZ

 

85281

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (480) 656-5821

 

(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:

 

☐

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

 

IE

 

NYSE American

 

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 ☐

 

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.

 

On June 5, 2025, the Company held its 2025 Annual Meeting of Stockholders (“2025 Annual Meeting”).  A total of 122,468,581 shares of common stock, representing approximately 92% of the shares outstanding and eligible to vote as of the close of business on April 8, 2025 (the “Record Date”) and constituting a quorum, were represented in person or by valid proxies at the 2025 Annual Meeting and the Company’s stockholders approved the following proposals:

 

 

·

The election of nine directors to serve until their successors are duly elected and qualified at the next annual meeting of stockholders, subject to their earlier death, resignation or removal;

 

 

 

 

·

To approve, on an advisory basis, the compensation of the Company’s executive officers;

 

 

 

 

·

The ratification of the selection of Deloitte LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and

 

 

 

 

·

To approve amendments to our certificate of incorporation to eliminate supermajority voting requirements.

 

The voting results were as follows:

 

 

For

Against

Abstain

Broker Non-Votes

Election of Directors

 

 

 

 

Robert Friedland

110,374,989

3,614,788

13,108

8,465,696

Taylor Melvin

113,799,375

178,247

25,263

8,465,696

Russell Ball

112,525,856

1,351,591

125,438

8,465,696

Sofia Bianchi

102,625,713

11,351,774

25,398

8,465,696

Hirofumi Katase

110,408,386

3,565,517

28,982

8,465,696

Patrick Loftus-Hills

112,509,232

1,466,599

27,054

8,465,696

Victoire de Margerie

112,575,193

1,400,860

26,832

8,465,696

Priya Patil

106,619,772

7,356,911

26,202

8,465,696

Ronald Vance

112,580,582

1,392,269

30,034

8,465,696

Advisory Vote on Executive Compensation

108,475,648

5,488,810

38,427

8,465,696

Ratification of Deloitte LLP

122,365,549

55,883

47,149

-

Approval of Amendment and Restatement of Certificate of Incorporation to Eliminate Supermajority Voting Provisions

113,907,712

76,950

18,223

8,465,696

 

 

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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.

 

 

IVANHOE ELECTRIC INC.

 

 

 

 

Date: June 5, 2025

By:

/s/ Taylor Melvin

 

 

 

Taylor Melvin

 

 

 

President and Chief Executive Officer

 

 

 

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