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 21, 2013
_______________________
NovaCopper 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 1950, 777 Dunsmuir Street
Vancouver, British Columbia
Canada, V7Y 1K4
(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))
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 21, 2013, the NovaCopper Inc. (the “Company”) held its 2013 Annual Meeting of shareholders (the “Annual Meeting”) at the offices of Blake, Cassels & Graydon LLP in Vancouver, British Columbia, Canada. At the Annual Meeting, the Company’s shareholders approved each of the following proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 9, 2013 (the “2013 Proxy Statement”):
Proposal 1:
The Company’s shareholders elected the following directors to hold office until the 2014 Annual Meeting:
| Name | Votes For | Withheld/ | Broker Non-Votes |
| | | Abstain | |
| Tony S. Giardini | 24,913,691 | 208,370 | 3,867,863 |
| Dr. Thomas S. Kaplan | 24,284,528 | 837,533 | 3,867,863 |
| Terry Krepiakevich | 24,750,378 | 371,683 | 3,867,863 |
| Gregory A. Lang | 24,898,247 | 223,814 | 3,867,863 |
| Igor Levental | 24,323,083 | 798,978 | 3,867,863 |
| Kalidas V. Madhavpeddi | 24,795,278 | 326,783 | 3,867,863 |
| Gerald J. McConnell | 24,147,660 | 974,401 | 3,867,863 |
| Clynton R. Nauman | 24,586,476 | 535,585 | 3,867,863 |
| Janice Stairs | 24,575,385 | 546,676 | 3,867,863 |
| Walter Segsworth | 24,901,762 | 220,299 | 3,867,863 |
| Rick Van Nieuwenhuyse | 24,899,517 | 222,544 | 3,867,863 |
Proposal 2:
The Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration, as set forth below:
| | Withheld/ | |
| Votes For | Abstain | Broker Non-Votes |
| 28,906,805 | 83,105 | 0 |
Proposal 3:
The Company’s Shareholders approved the Restricted Share Unit Plan (“RSU Plan”) as a treasury based plan, to reserve Common Shares from treasury for issuance under the RSU Plan and to ratify all prior issuances of RSUs under the RSU Plan, as set forth in Appendix B of the 2013 Proxy Statement, as set forth below:
| | | Withheld/ | |
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 24,062,735 | 1,059,326 | 0 | 3,867,863 |
Proposal 4:
The Company’s Shareholders approved the Deferred Share Unit Plan (“DSU Plan”) as a treasury based plan, to reserve Common Shares from treasury to issue the DSU Plan and to ratify all prior issuances of DSUs under the DSU Plan, as set forth in Appendix D of the 2013 Proxy Statement, as set forth below:
| | | Withheld/ | |
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 24,097,315 | 1,024,746 | 0 | 3,867,863 |
Proposal 5:
The Company’s Shareholders approved, by a non-binding vote, the Executive Compensation, as disclosed in the 2013 Proxy Statement, as set forth below:
| | | Withheld/ | |
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 24,472,007 | 650,055 | 0 | 3,867,862 |
Proposal 6:
The Company’s Shareholders voted on a non-binding advisory vote regarding the frequency of the advisory vote on the compensation of the Company’s Named Executive Officers, as set forth below:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
| 8,007,138 | 149,095 | 16,622,279 | 342,298 | 3,869,114 |
A majority of the Company’s Shareholders selected three years the frequency for the non-binding advisory vote on the compensation of the Company’s Named Executive Officers. The Company has decided to adopt three years as the frequency for the non-binding advisory vote on the compensation of the Company’s Named Executive Officers until the next shareholder vote on the frequency of the advisory vote on the compensation of the Company’s Named Executive Officers is required.
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.
| | NOVACOPPER INC. |
| | | |
| Dated: May 23, 2013 | By: | /s/ Elaine Sanders |
| | | Elaine M. Sanders, Chief Financial Officer |
