Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - KLONDEX MINES LTD | exhibit99-1.htm |
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): May 4, 2017
KLONDEX MINES LTD.
(Exact name of registrant as specified in its charter)
| British Columbia | 001-37563 | 98-1153397 |
| (State or other jurisdiction of | ||
| incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
6110 Plumas Street, Suite A
Reno, Nevada
89519
(Address of Principal Executive Offices)
(775) 284-5757
(Registrant's telephone
number, including area code)
N/A
(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 (See General Instructions A.2 below):
[ ] 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))
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 [X]
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.
Klondex Mines Ltd. (the “Company”) held its annual and special meeting of shareholders (the “Meeting”) on May 4, 2017. At the Meeting, the Company’s shareholders voted on the following matters:
| 1. |
Election of nominees to the board of directors of the Company; | |
| 2. |
Appointment of PricewaterhouseCoopers LLP as auditors of the Company for the ensuing year and authorization of the directors to fix their remuneration; | |
| 3. |
Approval of a non-binding advisory resolution on the Company's approach to executive compensation; and | |
| 4. |
Approval of a non-binding advisory vote on the frequency of holding a non-binding advisory vote on the Company's approach to executive compensation. |
| 1. |
On the matter of the election of eight nominees, Rodney Cooper, Mark J. Daniel, James Haggarty, Richard J. Hall, Paul Huet, William Matlack, Charles Oliver and Blair Schultz, to the board of directors of the Company, each to hold office until the next annual meeting or until a successor is duly elected or appointed, the voting results were as follows: |
| Name | Shares Voted For | % Voted For | Shares Withheld | % Withheld |
| Rodney Cooper | 109,191,463 | (99.91%) | 98,309 | (0.09%) |
| Mark J. Daniel | 107,559,471 | (98.42%) | 1,730,301 | (1.58%) |
| James Haggarty | 109,195,707 | (99.91%) | 94,065 | (0.09%) |
| Richard J. Hall | 105,400,596 | (96.44%) | 3,889,176 | (3.56%) |
| Paul Huet | 109,192,963 | (99.91%) | 96,809 | (0.09%) |
| William Matlack | 106,061,548 | (97.05%) | 3,228,224 | (2.95%) |
| Charles Oliver | 108,700,671 | (99.46%) | 589,101 | (0.54%) |
| Blair Schultz | 109,160,083 | (99.88%) | 129,689 | (0.12%) |
|
Number of broker non-votes (for each of the nominees listed above): 14,897,970 | ||
| 2. |
On the matter of the appointment of PricewaterhouseCoopers LLP as auditors of the Company for the ensuing year and authorization of the directors to fix their remuneration, the voting results were as follows: |
| Outcome of Vote | Votes For | Votes Withheld |
| Carried | 124,068,237 | 119,505 |
| (99.90%) | (0.10%) |
|
Number of broker non-votes: 0 | ||
| 3. |
On the matter of the approval of a non-binding advisory resolution on the Company's approach to executive compensation, the voting results were as follows: |
| Outcome of Vote | Votes For | Votes Against | Abstentions |
| Carried | 108,805,388 | 335,173 | 149,211 |
| (99.56%) | (0.31%) | (0.14%) |
Number of broker non-votes: 14,897,970
| 4. |
On the matter of the approval of a non-binding advisory vote on the frequency of holding a non-binding advisory vote on the Company's approach to executive compensation, the voting results were as follows. |
| Outcome | 1 Year | 2 Years | 3 Years | Abstentions |
| of Vote | ||||
| 1 Year | 101,996,646 | 3,351,589 | 3,844,331 | 97,205 |
| (93.33%) | (3.07%) | (3.52%) | (0.09%) |
Number of broker non-votes: 14,897,971
After considering these results, and consistent with its own recommendation, the board of directors of the Company has determined to provide the Company’s shareholders with an annual advisory vote on the Company’s approach to executive compensation until the next vote on the frequency of such advisory votes.
On May 5, 2017, the Company issued a press release announcing the voting results of the Meeting. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) List of Exhibits
| Exhibit | Description | |
| 99.1 | Press Release dated May 5, 2017 |
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.
| KLONDEX MINES LTD. | |
| Date: May 5, 2017 | By: /s/ Barry Dahl |
| Name: Barry Dahl | |
| Title: Chief Financial Officer |
EXHIBIT INDEX
| Exhibit | Description |
| 99.1 | Press Release dated May 5, 2017 |