UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

July 16, 2013 000-52641
Date of Report (Date of earliest event reported) Commission File Number

INFRASTRUCTURE MATERIALS CORP.
(Exact name of registrant as specified in its charter)

Delaware 98-0492752
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification Number)
organization)  

1135 Terminal Way, Suite 207B
Reno, NV 89502 USA
(Address of Principal Executive Offices) (Zip Code)

775-322-4448
(Registrant’s telephone number, including area code)

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))


Explanatory Note

This Form 8-K/A is being filed as an amendment (“Amendment No. 1”) to a Report on Form 8-K filed by Infrastructure Materials Corp. (the “Company”) with the Securities and Exchange Commission on July 22, 2013 (the “Original Filing”). The sole purpose of this Amendment No. 1 is to disclose the Company’s decision regarding how frequently it will conduct shareholder advisory votes on executive compensation (“say-on-pay”). No other changes have been made to the Original Filing.

Item 5.07 Submissions of Matters to a Vote of Security Holders

On July 16, 2013, at the Company’s 2013 Annual Meeting of Shareholders (the “Meeting”), the Company’s shareholders voted on, among other matters, a proposal regarding the frequency of future shareholder advisory votes on the compensation of the Company’s named executive officers – or future “say-on-pay” votes. As previously reported by the Company in the Original Filing, a majority of the votes cast on the frequency proposal were cast in favor of holding “say-on-pay” votes every three years, which was also the frequency recommended to the shareholders by the Company’s Board of Directors.

Consistent with the shareholder voting results, the Company’s Board of Directors has decided that the Company will include a “say-on-pay” proposal in its proxy materials every three years until the next vote on the frequency of shareholder advisory votes on the compensation of executives or until the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interest of the shareholders. The next advisory vote on the frequency of future say-on-pay proposals will occur no later than 2019.

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.

 

INFRASTRUCTURE MATERIALS CORP.

     
     
     
January 10, 2014 /s/ Jeanette Durbin
  Name: Jeanette Durbin
  Title: Secretary

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