Trilogy Metals Appoints New CFO

TL;DR

Trilogy Metals names Brenda S. Martin as new CFO, effective immediately.

AI Summary

Trilogy Metals Inc. announced on May 22, 2024, the appointment of Ms. Brenda S. Martin as Chief Financial Officer, effective immediately. Ms. Martin brings extensive financial leadership experience to the company. The filing also details other corporate governance matters, including director elections and compensatory arrangements.

Why It Matters

The appointment of a new CFO is a significant leadership change that can impact financial strategy and investor confidence.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance changes and executive appointments, with no immediate financial distress or significant operational shifts indicated.

Key Players & Entities

• Trilogy Metals Inc. (company) — Registrant
• Brenda S. Martin (person) — Appointed Chief Financial Officer
• May 22, 2024 (date) — Effective date of appointment

FAQ

Filing Documents

• form8k.htm (8-K) — 45KB
• ex991.htm (EX-99.1) — 30KB
• ex991.pdf (EX-99.1) — 134KB
• 0001279569-24-000660.txt ( ) — 438KB
• tmq-20240522.xsd (EX-101.SCH) — 3KB
• tmq-20240522_lab.xml (EX-101.LAB) — 33KB
• tmq-20240522_pre.xml (EX-101.PRE) — 22KB
• form8k_htm.xml (XML) — 4KB

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 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.

07 Submission of Matters to a Vote of Security Holders

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

01 Regulation FD Disclosure

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.

01 Financial Statements and Exhibits

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

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

View Full Filing

View this 8-K filing on SEC EDGAR