(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, 2014
_______________________
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Mr. Terry Krepiakevich chose not to stand for re-election to the board of directors (the “Board”) of the Registrant and is no longer a director as of May 21, 2014.The departure of Mr. Krepiakevich was as a result of other time commitments and not due to any disagreement with the Registrant.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 21, 2014, the NovaCopper Inc. (the “Company”) held its 2014 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 March 27, 2014 (the “2014 Proxy Statement”):
Proposal 1:
The Company’s shareholders set the number of directors at 9, as set forth below:
| Votes For | Votes Against | Broker Non-Votes |
| 28,427,993 | 1,043,937 | 3,959,728 |
Proposal 2:
The Company’s shareholders elected the following directors to hold office until the 2015 Annual Meeting:
| Name | Votes For | Withheld/Abstain | Broker Non-Votes |
| | | | |
| Tony S. Giardini | 28,361,775 | 1,109,987 | 3,959,730 |
| Dr. Thomas S. Kaplan | 28,722,458 | 749,470 | 3,959,730 |
| Gregory A. Lang | 28,104,796 | 1,367,132 | 3,959,730 |
| Igor Levental | 28,030,886 | 1,440,876 | 3,959,730 |
| Kalidas V. Madhavpeddi | 29,021,132 | 450,796 | 3,959,730 |
| Gerald J. McConnell | 28,061,752 | 1,410,176 | 3,959,730 |
| Clynton R. Nauman | 28,437,172 | 1,034,590 | 3,959,730 |
| Janice Stairs | 28,223,613 | 1,248,315 | 3,959,730 |
| Rick Van Nieuwenhuyse | 29,212,134 | 259,794 | 3,959,730 |
Proposal 3:
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:
| | | |
| Votes For | Withheld/Abstain | Broker Non-Votes |
| 33,315,964 | 115,694 | 0 |
Proposal 4:
The Company’s shareholders ratified the adoption of the Advance Notice Policy, as adopted by the Board of Directors on January 29, 2014, as set forth below:
| | | |
| Votes For | Votes Against | Broker Non-Votes |
| 28,798,792 | 673,048 | 3,959,818 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following Exhibits relating to Item 7.01 are intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
| Exhibit Number | Description |
| 99.1 | NovaCopper Announces Election of Directors |
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 22, 2014 | By: | /s/ Elaine Sanders |
| | | | Elaine M. Sanders, Chief Financial Officer |
