5E Advanced Materials Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

 

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): June 24, 2024

 

 

5E ADVANCED MATERIALS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-41279	87-3426517
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
9329 Mariposa Road, Suite 210
Hesperia, California				92344
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (442) 221-0225

 

(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:

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		FEAM		The Nasdaq Global Select Market

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. ☒

 

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Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 24, 2024, 5E Advanced Materials, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) where the following matters were voted upon by the Company’s stockholders:

As noted in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 20, 2024 (the “Proxy Statement”), under the rules of the ASX, the Company disregarded votes cast in favor of certain proposals for those shareholders who may have had an interest in the outcome thereof, which voting exclusions impacted the final voting results reflected below.

The following is a summary of the voting results for each matter presented to the Company’s stockholders:

1. Election of Directors		FOR		AGAINST		ABSTAIN
Susan Brennan		3,265,463		21,772,485		3,084,457
David Jay Salisbury		19,198,055		8,278,593		646,368
Stephen Hunt		21,129,400		6,655,940		337,676
H. Keith Jennings		19,466,280		7,812,133		844,603
Sen Ming (Jimmy) Lim		19,785,249		7,436,303		901,464
Graham van’t Hoff		25,999,392		1,265,182		858,442
Barry Dick		27,039,960		224,103		858,953

As disclosed in the Company’s Current Report on Form 8-K filed on June 4, 2024, after mailing of our Proxy Statement commenced, Susan Brennan notified the Company of her resignation as the Company’s President and Chief Executive Officer and as a director of the Board, effective on June 3, 2024, and therefore did not stand for re-election to the Board at the 2023 Annual Meeting. Also effective on June 3, 2024, the Board reduced its size from seven members to six members. Therefore, the six other directors nominated by the Board were elected by the stockholders to serve until the 2024 Annual Meeting and until their successors have been duly elected and qualified or until their earlier death, resignation, or removal, and no vacancies exist on the Board. There were no nominees to office other than the directors elected.

		FOR		AGAINST		ABSTAIN
2. Ratification of the appointment of PwC as the Company’s independent auditors for the 2024 fiscal year		34,005,235		24,692		23,357

 

3. Approval of certain individuals to participate in the Plan		FOR		AGAINST		ABSTAIN
Susan Brennan		3,824,710		23,584,359		713,947
Barry Dick		20,635,287		1,703,665		655,858

 

		FOR		AGAINST		ABSTAIN
4. Approval of the grant of awards to Susan Brennan pursuant to the Plan		3,145,361		24,063,668		913,987

 

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		FOR		AGAINST		ABSTAIN
5. Approval of additional shares of common stock related to the convertible notes		25,295,930		995,899		158,799

Based on the foregoing, the director nominees in Proposal 1 were elected, and Items 2, 3, 4, and 5 were approved.

 

 

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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.

 

			5E Advanced Materials, Inc.
Date:	June 24, 2024	By:	/s/ Paul Weibel
			Paul Weibel Chief Executive Officer and Corporate Secretary

 

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