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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
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area
code (
Not Applicable
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
| (a) | The Annual General Meeting of shareholders was held on February 17, 2023. |
| (b) | The following is a brief description and vote count of all items voted on at the meeting: |
| Item 1. | Fix the Number of Directors |
Item No. 1 was approved with the following vote:
|
Shares Voted “For” |
Shares Voted “Against” |
Withheld/ Abstentions |
Non-Votes |
| 1,164,937 | 0 | 26,614 | 1,239,482 |
| Item 2. | Election of Directors |
The following persons were elected as Directors to serve until the conclusion of the next annual meeting:
|
Nominees |
Shares Voted “For” |
Shares Voted “Against” |
Withheld/ Abstentions |
Non-Votes |
| Charles E. Hopewell | 1,189,846 | 0 | 1,705 | 1,239,482 |
| Geoff Guilfoy | 942,404 | 0 | 249,147 | 1,239,482 |
| Sarah Johnson | 945,111 | 0 | 246,440 | 1,239,482 |
| Chris Karlin | 950,111 | 0 | 241,440 | 1,239,482 |
| Michael C. Nasser | 928,900 | 0 | 262,651 | 1,239,482 |
| Michelle Walker | 945,111 | 0 | 246,440 | 1,239,482 |
| Chad Summers | 1,183,476 | 0 | 8,075 | 1,239,482 |
| Mike Henningsen | 945,030 | 0 | 246,521 | 1,239,482 |
| Item 3. | Appointment of Auditors |
Item No. 3 was approved with the following vote:
|
Shares Voted “For” |
Shares Voted “Against” |
Withheld/ Abstentions |
Non-Votes |
| 2,415,447 | 0 | 15,586 | 0 |
| Item 4. | Acts and Deeds of Directors and Officers |
Item No. 4 was approved with the following vote:
|
Shares Voted “For” |
Shares Voted “Against” |
Withheld/ Abstentions |
Non-Votes |
| 1,190,946 | 605 | 0 | 1,239,482 |
| Item 5. | Advisory Vote on the Approval of Executive Compensation |
Item No. 5 was approved with the following vote:
|
Shares Voted “For” |
Shares Voted “Against” |
Withheld/ Abstentions |
Non-Votes |
| 1,191,446 | 105 | 0 | 1,239,482 |
| Item 6. | Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation |
Item No. 6 had the following votes:
| 1 Year | 2 Years | 3 Years |
Withheld/ Abstentions |
Non-Votes |
| 1,154,408 | 36,803 | 340 | 0 | 1,239,482 |
| Item 7. | Permitted Amendments and Variations |
Item No. 7 was approved with the following vote:
|
Shares Voted “For” |
Shares Voted “Against” |
Withheld/ Abstentions |
Non-Votes |
| 1,024,008 | 167,543 | 0 | 1,239,482 |
| Item 8. | Transact Other Business |
Item No. 8 was approved with the following vote:
|
Shares Voted “For” |
Shares Voted “Against” |
Withheld/ Abstentions |
Non-Votes |
| 1,024,008 | 167,543 | 0 | 1,239,482 |
| (c) | Not Applicable |
| (d) | The Board of Directors decided that the Company’s proxy materials will include an advisory shareholder vote on the executive compensation annually, with the next vote to occur in 2024. |
Item 9.01 Exhibits
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| JEWETT-CAMERON TRADING COMPANY LTD. | ||||||
| Date: February 23, 2023 | By: |
/s/ “Chad Summers” | ||||
| Name: | Chad Summers | |||||
| Title: | President and Chief Executive Officer | |||||
