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: February 9, 2011
(Date of earliest event reported)
NATURAL RESOURCES USA CORPORATION
(Exact name of registrant as specified in its charter)
000-15474
(Commission File Number)
| Utah | 87-0403973 |
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
3200 County Road 31, Rifle, Colorado 81650
(Address of principal executive offices, including zip code)
(214) 253 2556
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 9, 2011 at the annual meeting of the shareholders of Natural Resources USA Corporation, the shareholders elected three new directors to the company’s board of directors. The new directors are: Mr. Leigh Hall, Mr. Wayne Richardson and Mr. Alan You Lee. They were nominated for election by the board of directors following their recommendation for nomination by Sentient.
At the annual meeting of shareholders, Mr. Robert van Mourik, Mr. Robert Woolard and Mr. James Riley retired as directors. Mr. Michel Marier was not nominated for re-election.
At the meeting of the board of directors following the annual meeting of shareholders, Mr. Wayne Richardson was appointed to the Compensation Committee in place of Mr. Alan De’ath.
Item 5.07 Submission of Matters to a Vote of Security Holders
On Wednesday, February 9, 2011, Natural Resources USA Corporation held its annual meeting of shareholders at the Doubletree Hotel, 9599 Skokie Blvd., Skokie, Illinois, at 10 a.m. local time. Shareholders representing 345,175,163 shares or 97.9% of the shares authorized to vote (352,413,582) were present in person or by proxy, representing a quorum for the purposes of the annual meeting of shareholders. The matters acted upon at the annual meeting of shareholders are described in detail in our definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on January 12, 2011, and its supplement on Schedule 14A, filed with the Securities and Exchange Commission on January 26, 2011 pursuant to which proxies were solicited.
At the annual meeting of shareholders, our shareholders approved the following:
| Proposal #1 | | Voted For | | | Withheld | |
| The election of the nominees to the Company’s board of directors to serve until the Company’s 2011 Annual Meeting of Shareholders or until successors are duly elected and qualified: | | | | | | |
| Bill H. Gunn | | | 340,087,128 | | | | 5,088,035 | |
| Neil E. Summerson | | | 340,207,829 | | | | 4,967,334 | |
| Geoffrey C. Murphy | | | 343,349,482 | | | | 1,825,681 | |
| J. Jeffrey Geldermann | | | 343,349,482 | | | | 1,825,681 | |
| Paul-Henri Couture | | | 342,417,801 | | | | 2,757,362 | |
| Alan De’ath | | | 342,416,207 | | | | 2,758,956 | |
| Leigh Hall | | | 342,295,476 | | | | 2,879,687 | |
| Wayne Richardson | | | 342,417,207 | | | | 2,757,956 | |
| Alan You Lee | | | 342,416,207 | | | | 2,758,956 | |
| | | | | | | | | |
| Proposal #2 | | For | | | Against | | | Abstain | |
To ratify the appointment of the Company’s independent registered public accounting firm for the transition period ending December 31, 2010. | | | 342,399,428 | | | | 2,757,212 | | | | 18,523 | |
| Proposal #3 | | For | | | Against | | | Abstain | |
To approve a resolution to amend the Company’s By-Laws to provide for the taking of action by less than unanimous consent of the Company’s shareholders. | | | 342,274,614 | | | | 2,882,367 | | | | 18,182 | |
| Proposal #4 | | For | | | Against | | | Abstain | |
To approve conducting an advisory (non-binding) vote to approve the compensation of the company’s executive officers. | | | 342,032,858 | | | | 3,139,619 | | | | 2,686 | |
| Proposal #5 | | One Year | | | Two Years | | | Three Years | | | Abstain | |
To conduct an advisory (non-binding) vote to determine the frequency of future advisory votes on executive compensation. | | | 6,160,811 | | | | 390 | | | | 338,994,701 | | | | 19,261136 | |
Proposal # 3 required a majority of the minority shareholders to vote FOR to be carried. As there were insufficient votes for the proposal to be adopted it was not passed.
The outcome of the voting on Proposal # 5 is that the advisory vote to approve compensation of the company’s executive officers will be held every three years.
SIGNATURE
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.
| | NATURAL RESOURCES USA CORPORATION |
| | (Registrant)) |
| Date: February 10, 2011 | | |
| | By: | /s/ Robert van Mourik |
| | Name: | Robert van Mourik |
| | Title: | Chief Financial Officer |
