RB Global 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
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 5, 2025 RB Global, Inc. (the “Company”) held its 2025 annual and special meeting of shareholders (the “Meeting”). All ten of the Company’s nominees to the Company’s board of directors were elected, and all other resolutions put forward at the Meeting were approved. The final results of the voting at the Meeting are set out below.
(1) Election of Directors. The Company’s shareholders elected the following ten nominees to the Company’s Board of Director’s. Each of the nominees will serve for a one-year term and hold office until the next annual meeting of shareholders, unless he or she sooner ceases to hold office. The following table sets forth the vote of the shareholders at the Meeting with respect to the election of directors:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Robert G. Elton | 165,597,450 | 3,134,198 | 3,247,826 | |||||||||
| Jim Kessler | 168,459,097 | 272,551 | 3,247,826 | |||||||||
| Brian Bales | 168,457,685 | 273,963 | 3,247,826 | |||||||||
| Adam DeWitt | 168,278,934 | 452,714 | 3,247,826 | |||||||||
| Gregory B. Morrison | 168,157,419 | 574,229 | 3,247,826 | |||||||||
| Timothy O’Day | 164,944,095 | 3,787,553 | 3,247,826 | |||||||||
| Sarah Raiss | 167,712,289 | 1,019,359 | 3,247,826 | |||||||||
| Michael Sieger | 166,909,338 | 1,822,310 | 3,247,826 | |||||||||
| Debbie Stein | 166,501,352 | 2,230,296 | 3,247,826 | |||||||||
| Carol Stephenson | 166,304,935 | 2,426,713 | 3,247,826 | |||||||||
(2) Appointment and Renumeration of Ernst & Young LLP. The Company’s shareholders approved the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm until the next annual meeting of the Company and authorized the audit committee of the Board to fix their remuneration. The following table sets forth the vote of the shareholders at the Meeting with respect to the appointment and renumeration of Ernst & Young LLP:
| For | Withheld | Abstain | Broker Non-Votes | |||||||||||
| 171,873,697 | 33,063 | 72,714 | - | |||||||||||
(3) Advisory Vote on Executive Compensation. The Company’s shareholders approved the non-binding advisory resolution, commonly known as a “Say on Pay” proposal, regarding the compensation of the Company’s named executive officers. The following table sets forth the vote of the shareholders at the Meeting with respect to the advisory vote on executive compensation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 163,810,451 | 4,707,316 | 213,881 | 3,247,826 | |||||||||||
(4) Ratification, Confirmation and Approval of the Second Amended and Restated Shareholder Rights Plan Agreement. The Company’s shareholders ratified, confirmed and approved the second amended and restated shareholder rights plan agreement between the Company and Computershare Investor Services Inc., as rights agent, dated February 24, 2025. The following table sets forth the vote of the shareholders at the Meeting with respect to such ratification, confirmation and approval:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 139,134,824 | 29,563,549 | 33,275 | 3,247,826 | |||||||||||
2
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.
| RB GLOBAL, INC. | ||
| By: | /s/ Ryan Welsh | |
| Ryan Welsh | ||
| Corporate Secretary | ||
Dated: May 6, 2025