NioCorp Developments Ltd. filed SEC Form 8-K: Shareholder Director Nominations, Other Events
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Item 5.08 Shareholder Director Nominations.
To the extent applicable, the information contained in Item 8.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.08.
Item 8.01 Other Events.
On December 27, 2024, NioCorp Developments Ltd. (the “Company”) announced that the date for its next annual general meeting of shareholders (the “Meeting”) will be held on March 13, 2025, at 10:00 a.m. Mountain Daylight Time at 7000 South Yosemite Street, Lower Level Conference Room, Centennial, Colorado, 80112.
The record date for determining shareholders entitled to notice of, and to vote at, the Meeting will be January 27, 2025. Because the Meeting will be held more than 30 days after the anniversary date of the Company’s last annual general meeting of shareholders, held on January 19, 2024, and in accordance with Rule 14a-5(f) and Rule 14a-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is filing this Current Report on Form 8-K to provide notice of the revised deadlines for the submission of any shareholder proposals or shareholder director nominations.
Shareholders who intend to submit proposals, other than director nominations, for inclusion in the Company’s definitive management information and proxy circular (the “Information Circular”) for the Meeting, pursuant to Rule 14a-8 under the Exchange Act, must ensure that such proposals are received by the Company, in writing, at the Company’s principal executive offices, located at 7000 South Yosemite Street, Suite 115, Centennial, CO 80112, no later than January 17, 2025, which the Company has determined to be a reasonable time before it expects to begin to send its proxy materials for the Meeting, and must furthermore comply with all applicable requirements of Rule 14a-8.
Shareholders who intend to submit proposals, other than director nominations, but not for inclusion in the Information Circular, pursuant to Rule 14a-4(c)(1) under the Exchange Act, must ensure that such proposals are received by the Company no later than January 17, 2025, which the Company has determined is a reasonable time before the Company begins to send its proxy materials for the Meeting. If a shareholder proposal, other than a director nomination, is not submitted to the Company by January 17, 2025, the Company may still grant discretionary proxy authority to vote on such shareholder proposal in accordance with Rule 14a-4(c)(1).
Pursuant to Section 188(1)(c) of the Business Corporations Act (British Columbia) (the “BCBCA”), shareholders of the Company who wished to have any shareholder nominees for director included in the Information Circular were required to ensure that such shareholder nomination was received by the Company at its principal executive offices before the close of business on Friday, October 18, 2024, which was the date that was three months prior to the anniversary date of the Company’s last annual general meeting of shareholders, held on January 19, 2024. This deadline has now passed. Any shareholder nomination of persons for election to the Company’s Board of Directors (the “Board”) for inclusion in the Information Circular received after Friday, October 18, 2024, will not be included in the Information Circular.
Pursuant to the Company’s advance notice policy, adopted by the shareholders of the Company on December 15, 2014, nominations of persons for election to the Board, but not for inclusion in the Information Circular, must be received by the Corporate Secretary of the Company no earlier than January 7, 2025 and no later than February 11, 2025, which are the 65th day and the 30th day prior to the date of the Meeting, respectively.
In addition, to comply with the Securities and Exchange Commission’s universal proxy rules, shareholders who intend to solicit proxies in support of director nominees for election at the Meeting other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which must be postmarked or transmitted electronically to the Company at its principal executive offices no later than January 12, 2025, which is the 60th calendar day prior to the date of the Meeting.
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.
| NIOCORP DEVELOPMENTS LTD. | ||
| DATE: December 30, 2024 | By: | /s/ Neal S. Shah |
|
Neal S. Shah Chief Financial Officer | ||