Piedmont Lithium Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
$PLL
Mining & Quarrying of Nonmetallic Minerals (No Fuels)
Industrials
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 13, 2024
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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(Address of principal executive offices and zip code)
(704 ) 461-8000
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which
registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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.
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On Thursday, June 13, 2024, Piedmont Lithium Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) at 11:00 a.m. Eastern Time. As of the
close of business on April 15, 2024, the record date for the Annual Meeting, there were 19,365,198 shares of common stock entitled to vote at the Annual Meeting, including Chess Depository Interests on an as-converted basis. The results of the
matters voted upon at the Annual Meeting were as follows:
| 1. |
Election of the three Class I director nominees to serve for a three year term until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified (Proposal 1):
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Director Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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• Mr. Keith Phillips
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6,925,663
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230,446
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3,678,733
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• Mr. Michael Bless
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6,693,870
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462,239
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3,678,733
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• Ms. Dawne Hickton
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6,764,663
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391,446
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3,678,733
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| 2. |
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 (Proposal 2):
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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10,637,148
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146,798
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50,896
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0
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| 3. |
Approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (Proposal 3):
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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3,949,530
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2,990,224
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216,355
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3,678,733
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| 4. |
Approval of the grant of up to 169,903 stock options to Mr. Keith Phillips (Proposal 4):
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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3,735,326
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3,202,660
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218,123
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3,678,733
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| 5. |
Approval of the grant of up to 64,362 restricted stock units to Mr. Keith Phillips (Proposal 5):
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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3,755,691
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3,190,916
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209,502
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3,678,733
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| 6. |
Approval of the grant of up to 257,442 performance stock units to Mr. Keith Phillips (Proposal 6):
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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3,696,747
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3,222,792
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236,570
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3,678,733
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| 7. |
Approval of the grant of up to 13,976 restricted stock units to Mr. Jeff Armstrong (Proposal 7):
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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6,519,182
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382,007
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254,920
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3,678,733
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| 8. |
Approval of the grant of up to 7,724 restricted stock units to Ms. Christina Alvord (Proposal 8):
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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6,577,574
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376,625
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201,910
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3,678,733
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| 9. |
Approval of the grant of up to 7,724 restricted stock units to Mr. Jorge Beristain (Proposal 9):
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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6,584,667
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371,070
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200,372
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3,678,733
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| 10. |
Approval of the grant of up to 7,724 restricted stock units to Mr. Michael Bless (Proposal 10):
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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6,582,447
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374,041
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199,621
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3,678,733
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| 11. |
Approval of the grant of up to 7,724 restricted stock units to Mr. Claude Demby (Proposal 11):
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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6,584,308
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372,582
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199,219
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3,678,733
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| 12. |
Approval of the grant of up to 7,724 restricted stock units to Ms. Dawne Hickton (Proposal 12):
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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6,579,790
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376,512
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199,807
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3,678,733
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| Item 7.01 |
Regulation FD Disclosure.
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On June 13, 2024, the Company issued a press release, attached as Exhibit 99.1 hereto,
regarding the results of the matters voted upon at the Annual Meeting.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to
the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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Press Release.
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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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, thereunto
duly authorized.
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PIEDMONT LITHIUM INC.
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Date: June 14, 2024
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/s/ Keith D. Phillips
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Name:
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Keith D. Phillips
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Title:
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President and Chief Executive Officer
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