NioCorp 8-K: Director/Officer Changes, Comp. Arrangements, Shareholder Vote

TL;DR

**NioCorp just reported leadership changes, new executive pay, and a shareholder vote.**

AI Summary

NioCorp Developments Ltd. filed an 8-K on January 22, 2024, reporting events from January 19, 2024, related to the departure or election of directors/officers and compensatory arrangements. This filing also indicates the submission of matters to a security holder vote. For investors, this matters because changes in leadership and executive compensation, along with shareholder votes, can signal shifts in company strategy, governance, or financial health, potentially impacting future stock performance.

Why It Matters

Changes in company leadership and executive compensation can influence investor confidence and the company's strategic direction, directly affecting stock valuation.

Risk Assessment

Risk Level: medium — Changes in leadership and compensation, while not inherently negative, introduce uncertainty regarding future company direction and stability.

Analyst Insight

Investors should monitor NioCorp's subsequent filings and announcements for specific details on the leadership changes, compensation structures, and the outcomes of the security holder vote to assess potential impacts on company strategy and financial health.

Key Players & Entities

• NioCorp Developments Ltd. (company) — the registrant filing the 8-K
• January 19, 2024 (date) — date of earliest event reported
• January 22, 2024 (date) — date the 8-K was filed

Forward-Looking Statements

• NioCorp will provide more details on the specific director/officer changes and compensatory arrangements in future filings or press releases. (NioCorp Developments Ltd.) — high confidence, target: 2024-03-31
• The shareholder vote mentioned will likely pertain to the newly reported compensatory arrangements or director elections. (NioCorp Developments Ltd.) — medium confidence, target: 2024-06-30

FAQ

Filing Documents

• n2574_x188-8k.htm (8-K) — 74KB
• n2574_x188exh10-1.htm (EX-10.1) — 160KB
• 0001539497-24-000066.txt ( ) — 505KB
• nb-20240119.xsd (EX-101.SCH) — 4KB
• nb-20240119_def.xml (EX-101.DEF) — 26KB
• nb-20240119_lab.xml (EX-101.LAB) — 36KB
• nb-20240119_pre.xml (EX-101.PRE) — 25KB
• n2574_x188-8k_htm.xml (XML) — 22KB

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 19, 2024, NioCorp Developments Ltd. (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting") at which the Company's shareholders considered and approved the NioCorp Developments Ltd. Long-Term Incentive Plan, as amended (the "2017 Amended Plan"), which amended and restated the prior amendment and restatement of the NioCorp Developments Ltd. Long-Term Incentive Plan that was approved by the Company's shareholders on November 5, 2020 (the "Prior Restatement"). Under the 2017 Amended Plan, the Company's Board of Directors (the "Board") may in its discretion from time to time grant stock options, share units (in the form of restricted share units ("RSUs") and performance share units ("PSUs")) and dividend equivalents to directors, employees and certain other service providers (as further described in the 2017 Amended Plan) of the Company and affiliated entities selected by the Board. Subject to adjustment as provided in the 2017 Amended Plan, the aggregate number of common shares, no par value, of the Company ("Common Shares") that may be reserved for issuance to participants under the 2017 Amended Plan, together with all other security-based compensation arrangements of the Company, including with respect to stock options outstanding under the Company's 2016 Incentive Stock Option Plan, may not exceed 10% of the issued and outstanding Common Shares from time to time, and the Common Shares reserved for issuance upon settlement of share units shall not exceed 5% of the issued and outstanding Common Shares from time to time. Further, the aggregate number of Common Shares reserved for issuance to any one participant under the 2017 Amended Plan, together with all other security-based compensation arrangements of the Company, must not exceed 5% of the then issued and outstanding Common

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. As of the record date for the Annual Meeting, there were 33,150,080 Common Shares issued and outstanding and entitled to vote, of which 12,900,717 Common Shares were present by proxy or in person at the Annual Meeting. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows and, pursuant to the requirements set out in subsection 11.3 of National Instrument 51-102, the Company gives notice of these results: Proposal One – To Set the Number of Directors for the Ensuing Year at Seven. Votes For: 12,341,575 Votes Against: 559,141 Abstentions: 0 Broker non-votes: 1 Proposal Two – Election of Directors. Nominee Votes FOR Votes WITHHELD Broker Non-Votes Mark A. Smith 7,473,610 478,983 4,948,124 Michael J. Morris 6,603,433 1,349,159 4,948,125 David C. Beling 7,220,373 732,219 4,948,125 Nilsa Guerrero-Mahon 7,150,587 802,005 4,948,125 Peter Oliver 7,151,643 800,949 4,948,125 Michael Maselli 7,325,594 626,998 4,948,125 Dean Kehler 7,286,924 665,669 4,948,124 Proposal Three –Appointment of Deloitte & Touche LLP as Auditors of the Company for the Ensuing Year and Authorizing the Directors to Fix Their Remuneration. Votes For: 12,710,255 Votes Withheld: 190,461 Broker non-votes: 1 Proposal Four –Approval of the Amendment and Restatement of the NioCorp Developments Ltd. Long-Term Incentive Plan. Votes For: 6,616,125 Votes Against: 1,137,590 Votes Withheld: 198,876 Broker non-votes: 4,948,126 Proposal Five –Approval, on a Nonbinding, Advisory Basis, of the Compensation of the Company's Named Executive Officers. Votes For: 6,979,044 Votes Against: 865,175 Votes Withheld: 108,373 Broker non-votes: 4,948,125

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description 10.1 NioCorp Developments Ltd. Long-Term Incentive Plan, as amended. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: January 19, 2024 By: /s/ Neal S. Shah Neal S. Shah Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR