Form 8-K - Current report

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 22, 2024

_______________________

Trilogy Metals Inc.

(Exact name of registrant as specified in its charter)

_______________________

British Columbia	001-35447	98-1006991
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

Suite 1150, 609 Granville Street
Vancouver, British Columbia
Canada, V7Y 1G5

(Address of principal executive offices, including zip code)

(604) 638-8088

(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 Instruction 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 240.24d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c))

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 Shares

TMQ

NYSE American

Toronto Stock Exchange

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. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 22, 2024, Trilogy Metals Inc. (the “Company”) held its 2024 annual meeting of shareholders (the “Annual Meeting”) at the offices of the Company in Vancouver, British Columbia, Canada. At the Annual Meeting, the Company’s shareholders approved 2024 Non-Employee Directors Fixed Deferred Share Unit Plan (the “Fixed DSU Plan”), as reported in Item 5.07 below.

The material terms of the Fixed DSU Plan are described in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 28, 2024 (the “Proxy Statement”), under the headings “Matters to be Acted Upon at Meeting - Approval of the Trilogy Metals Inc. 2024 Non-Employee Directors Fixed Deferred Share Unit Plan,” which is incorporated herein by reference. The Fixed DSU Plan is filed as Exhibit 10.1 hereto.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s shareholders approved each of the following proposals set forth in the Proxy Statement:

(1)

Election of Directors. The Company’s shareholders elected the following 7 nominees to the Board. 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 Annual Meeting with respect to the election of directors:

Nominee	For	Withheld	Abstain	Broker Non-Vote
Tony Giardini	95,496,577	505,607	-	2,962,142
James Gowans	95,213,494	788,690	-	2,962,142
William Hayden	95,492,107	510,077	-	2,962,142
William Hensley	95,486,704	515,480	-	2,962,142
Gregory Lang	94,165,898	1,836,286	-	2,962,142
Janice Stairs	95,478,417	523,768	-	2,962,141
Diana Walters	95,477,706	524,479	-	2,962,141

(2)

Appointment of PricewaterhouseCoopers LLP. The Company’s shareholders approved the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm until the next annual meeting of shareholders or until a successor is appointed and authorized the audit committee of the Board to fix their remuneration. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the appointment of PricewaterhouseCoopers LLP:

For		Withheld		Abstain		Broker Non-Vote
98,755,377		186,949		-		-

(3)

Approval of the 2012 Equity Incentive Plan. The Company’s shareholders ratified and approved all unallocated awards under the 2012 Equity Incentive Plan, as set forth below:

For		Against		Abstain		Broker Non-Vote
87,988,935		7,710,711		302,537		2,962,143

(4)

Approval of the 2024 Non-Employee Directors Fixed Deferred Share Unit Plan. The Company’s shareholders approved the Fixed DSU Plan, as set forth below:

For		Against		Abstain		Broker Non-Vote
94,769,321		959,844		271,017		2,962,144

(5)

Approval of Non-Binding Resolution Approving Executive Compensation. The Company’s shareholders approved a non-binding resolution approving the compensation of the Company’s “Named Executive Officers”. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the approval of executive compensation:

For		Against		Abstain		Broker Non-Vote
91,073,031		4,647,627		279,525		2,962,143

Item 7.01

Regulation FD Disclosure

On May 23, 2024, the Company issued a press release announcing the election of directors and voting results from the Annual Meeting. The press release is attached hereto as Exhibit 99.1.

The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
10.1	Trilogy Metals Inc.’s 2024 Non-Employee Directors Fixed Deferred Share Unit Plan (attached as Appendix C to the Proxy Statement)
99.1	Press release, dated May 23, 2024 relating to voting results from its Annual Meeting
104	Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

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.


		TRILOGY METALS INC.

Dated:	May 23, 2024	By:	/s/ Elaine Sanders
			Elaine Sanders, Chief Financial Officer

Exhibit 99.1

Trilogy Metals Announces Election of Directors and Voting Results from the 2024 Annual Meeting of Shareholders

VANCOUVER, BC, May 23, 2024 /CNW/ - Trilogy Metals Inc. (TSX: TMO) (NYSE American: TMQ) ("Trilogy Metals" or the "Company") is pleased to announce the detailed voting results on the items of business considered at its Annual Meeting of Shareholders ("Meeting") held in Vancouver on Wednesday, May 22, 2024. All proposals were approved and the nominees listed in the management proxy circular for the meeting were all elected as directors. A total of 98,964,326 or 61.79% of the Company's issued and outstanding shares eligible to vote were represented at the Meeting.

Shareholder Voting Results

The Shareholders voted on the following matters at this year's Meeting. Other than Proposals 1 and 3, which represent votes by ballot, the results presented below represent votes according to proxies received.

Proposal 1: Election of Directors

Nominee	Votes For	% Votes For	Votes Withheld	% Votes Withheld
Tony Giardini	95,496,577	99.47	505,607	0.53
James Gowans	95,213,494	99.18	788,690	0.82
William Hayden	95,492,107	99.47	510,077	0.53
William Hensley	95,486,704	99.46	515,480	0.54
Gregory Lang	94,165,898	98.09	1,836,286	1.91
Janice Stairs	95,478,417	99.45	523,768	0.55
Diana Walters	95,477,706	99.45	524,479	0.55

Proposal 2: Appointment of the Auditor

Votes For	% Votes For	Votes Withheld	% Votes Withheld
98,775,377	99.81	186,949	0.19

Proposal 3: Approval of all unallocated entitlements under the Equity Plan

Votes For	% Votes For	Votes Against	% Votes Against	Votes Abstaining	% Votes Abstaining
87,988,935	91.65	7,710,711	8.03	302,537	0.32

Proposal 4: Approval of 2024 Non-Employee Directors Fixed Deferred Share Unit
Plan

Votes For	% Votes For	Votes Against	% Votes Against	Votes Abstaining	% Votes Abstaining
94,769,321	98.72	959,844	1.00	271,017	0.28

Proposal 5: Approval of a Non-Binding Resolution Approving the Compensation of
the Company's Named Executive Officers

Votes For	% Votes For	Votes Against	% Votes Against	Votes Abstaining	% Votes Abstaining
91,073,031	94.87	4,647,627	4.84	279,525	0.29

Detailed results of all items of business are also available in the Report of Voting Results filed under the Company's SEDAR⁺ profile www.sedarplus.ca ("SEDAR") and on the Form 8-K filed under the Company's EDGAR profile at www.sec.org ("EDGAR").

About Trilogy Metals

Trilogy Metals Inc. is a metal exploration and development company which holds a 50 percent interest in Ambler Metals LLC which has a 100 percent interest in the Upper Kobuk Mineral Projects ("UKMP") in Northwestern Alaska. On December 19, 2019, South32, a globally diversified mining and metals company, exercised its option to form a 50/50 joint venture with Trilogy. The UKMP is located within the Ambler Mining District which is one of the richest and most-prospective known copper-dominant districts in the world. It hosts world-class polymetallic volcanogenic massive sulphide ("VMS") deposits that contain copper, zinc, lead, gold and silver, and carbonate replacement deposits which have been found to host high-grade copper and cobalt mineralization. Exploration efforts have been focused on two deposits in the Ambler Mining District – the Arctic VMS deposit and the Bornite carbonate replacement deposit. Both deposits are located within a land package that spans approximately 190,929 hectares. Ambler Metals has an agreement with NANA Regional Corporation, Inc., an Alaska Native Corporation that provides a framework for the exploration and potential development of the Ambler Mining District in cooperation with local communities. Trilogy's vision is to develop the Ambler Mining District into a premier North American copper producer while protecting and respecting subsistence livelihoods.

View original content:https://www.prnewswire.com/news-releases/trilogy-metals-announces-election-of-directors-and-voting-results-from-the-2024-annual-meeting-of-shareholders-302153706.html

SOURCE Trilogy Metals Inc.

View original content: http://www.newswire.ca/en/releases/archive/May2024/23/c4081.html

%CIK: 0001543418

For further information: Company Contacts: Tony Giardini, President & Chief Executive Officer, 604-638-8088; Elaine Sanders, Vice President & Chief Financial Officer

CO: Trilogy Metals Inc.

CNW 06:30e 23-MAY-24

Cover	May 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 22, 2024
Entity File Number	001-35447
Entity Registrant Name	Trilogy Metals Inc.
Entity Central Index Key	0001543418
Entity Tax Identification Number	98-1006991
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	Suite 1150
Entity Address, Address Line Two	609 Granville Street
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V7Y 1G5
City Area Code	604
Local Phone Number	638-8088
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares
Trading Symbol	TMQ
Security Exchange Name	NYSE
Entity Emerging Growth Company	false