NioCorp (NB) shareholders back rights plan extension and new LTIP

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NioCorp Developments Ltd. reported results from its April 6, 2026 annual meeting, where shareholders approved an amended and restated shareholder rights plan and an updated long-term incentive plan.

The amended rights plan now runs until the company’s 2027 annual general meeting, unless earlier redeemed or terminated by the board and subject to no Flip-In Event occurring. This extends the company’s protective framework against certain concentrated share accumulations.

Shareholders also approved the 2017 Amended Long-Term Incentive Plan, which replaces a prior “evergreen” structure with a fixed pool of up to 11,300,000 common shares for options, share units and dividend equivalents, subject to specified share-counting and adjustment rules. All six director nominees were elected, Deloitte & Touche LLP was reappointed as auditor, executive compensation received majority advisory support, and the amendments to both the incentive plan and rights plan were approved.

8-K Event Classification

5 items: 1.01, 3.03, 5.02, 5.07, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

LTIP share pool: 11,300,000 common shares Record date shares outstanding: 125,321,172 common shares Shares represented at meeting: 56,773,600 common shares +4 more

7 metrics

LTIP share pool 11,300,000 common shares Maximum aggregate under 2017 Amended Long-Term Incentive Plan

Record date shares outstanding 125,321,172 common shares Issued, outstanding and entitled to vote as of record date

Shares represented at meeting 56,773,600 common shares Present in person or by proxy at April 6, 2026 annual meeting

Say-on-pay votes For 22,285,849 votes Advisory approval of named executive officer compensation

LTIP amendment votes For 23,285,354 votes Approval of amendment and restatement of long-term incentive plan

Rights plan extension votes For 23,942,251 votes Approval of amendment and extension of shareholder rights plan

Auditor appointment votes For 55,986,839 votes Appointment of Deloitte & Touche LLP as auditors

Key Terms

Shareholder Rights Plan, Flip-In Event, restricted share units, incentive stock options, +1 more

5 terms

Shareholder Rights Plan financial

"the Company’s limited-duration shareholder rights plan (the “Rights Plan”)"

A shareholder rights plan is a board-approved defense that makes an unsolicited takeover harder by triggering measures—such as issuing extra shares or special rights—if one investor accumulates a large stake without board approval. Think of it as a temporary roadblock that protects existing management and gives the company time to seek better offers. It matters to investors because it can affect share price, takeover chances, and whether a competing buyer can quickly buy control.

Flip-In Event financial

"provided that a Flip-In Event (as defined within the Amended Rights Plan Agreement)"

incentive stock options financial

"stock options intended to qualify as “incentive stock options” under Section 422"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

nonbinding, advisory basis financial

"Approval, on a Nonbinding, Advisory Basis, of the Compensation of the Company’s Named Executive Officers."

Understanding 8-K Material Events →

04/06/2026 - 04:05 PM

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): April 6, 2026

NioCorp Developments Ltd.

(Exact name of registrant as specified in its charter)


British Columbia, Canada	001-41655	98-1262185
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7000 South Yosemite Street, Suite 115
Centennial, Colorado 80112
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (720) 334-7066

(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:

☐ 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 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, without par value Warrants, each exercisable for 1.11829212 Common Shares	NB NIOBW	The Nasdaq Stock Market LLC The Nasdaq Stock Market LLC
Common Share Purchase Rights	N/A	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

The information contained in Item 3.03 below is incorporated herein by reference.

Item 3.03.

Material Modification to Rights of Security Holders.

As previously disclosed, the Board of Directors (the “Board”) of NioCorp Developments Ltd. (the “Company”) previously approved the Company’s limited-duration shareholder rights plan (the “Rights Plan”) as set forth in the Shareholder Rights Plan Agreement, dated as of November 21, 2025 (the “Original Rights Plan Agreement”), by and between the Company and Computershare Investor Services Inc., as rights agent (or any successor rights agent) (the “Rights Agent”).

On April 6, 2026, following approval by the Company’s shareholders at the Annual Meeting (as defined below), the Company entered into an Amended and Restated Shareholder Rights Plan Agreement (the “Amended Rights Plan Agreement”), by and between the Company and the Rights Agent, which amends and restates the Original Shareholder Rights Plan Agreement in its entirety.

The Rights Plan pursuant to the Original Rights Plan Agreement had an initial term of six months and would have expired on May 21, 2026, or earlier upon the redemption of the Rights (as defined within the Amended Rights Plan Agreement) or, provided that a Flip-In Event (as defined within the Amended Rights Plan Agreement) has not occurred, at such date or time as the Board may determine in its sole discretion (the “Expiration Time”). The Amended Rights Plan Agreement amends the definition of the Expiration Time of the Rights Plan to be 5:00 p.m. (Toronto time) on the date of the Company’s annual general meeting of shareholders held in 2027, or earlier upon the redemption of the Rights, or provided that a Flip-In Event has not occurred, at such date or time as the Board may determine in its sole discretion.

The descriptions of the Rights and the Rights Plan are incorporated herein by reference to the description under the heading “Particulars of Matters to Be Acted Upon—VI – Approve Amendment and Extension of Company’s Shareholder Rights Plan” in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on February 25, 2026, and are qualified in their entirety by reference to the full text of the Amended Rights Plan Agreement, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 6, 2026, at the Annual Meeting, the Company’s shareholders considered and approved the NioCorp Developments Ltd. Long Term Incentive Plan, as amended (the “2017 Amended Long-Term Incentive 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 January 19, 2024 (the “2017 Long-Term Incentive Plan”).

Under the 2017 Amended Long-Term Incentive Plan, the Board may in its discretion from time to time grant options (“Options”) to purchase Common Shares, without par value, of the Company (“Common Shares”), share units (in the form of restricted share units (“RSUs”) and performance share units (collectively with RSUs, “Share Units”)) and dividend equivalents to directors, employees and certain other service providers (as defined in the 2017 Amended Long-Term Incentive Plan) of the Company and affiliated entities selected by the Board. Subject to adjustment as provided in the 2017 Amended Long-Term Incentive Plan, the number of Common Shares available under the 2017 Amended Long-Term Incentive Plan for awards of (1) Options, (2) Share Units, and (3) dividend equivalents, will not exceed, in the aggregate, 11,300,000 Common Shares, minus, as of April 6, 2026, one Common Share for every one Common Share subject to an award granted under the 2017 Long-Term Incentive Plan after February 9, 2026 and before April 6, 2026. Such Common Shares may be shares of original issuance or treasury shares or a combination of the two. The finite share limit described above replaced the “evergreen” share limit that had previously been used the 2017 Long-Term Incentive Plan. Subject to the share counting rules of the 2017 Amended Long-Term Incentive Plan, the aggregate number of Common Shares available under the 2017 Amended Long-Term Incentive Plan will be reduced by one Common Share for every one Common Share subject to an award granted under the 2017 Amended Long-Term Incentive Plan.

Under the 2017 Amended Long-Term Incentive Plan, subject to adjustment as provided in the 2017 Amended Long-Term Incentive Plan, the aggregate number of Common Shares actually issued or transferred by the Company upon the exercise of stock options intended to qualify as “incentive stock options” under Section 422 of the United States Internal Revenue Code will not exceed 11,300,000 Common Shares. The 2017 Amended Long-Term Incentive Plan also made the following other changes from the 2017 Long-Term Incentive Plan (in addition to certain non-material amendments of a housekeeping nature):

●

implemented updated share counting and recycling provisions, including to provide as follows: (i) if any award under the 2017 Amended Long-Term Incentive Plan (in whole or in part) is cancelled or forfeited, expires, is settled for cash, or is unearned, the Common Shares subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash

settlement, or unearned amount, again be available under the 2017 Amended Long-Term Incentive Plan; (ii) Common Shares withheld by the Company, tendered or otherwise used in payment of the exercise price of an Option will not be added (or added back, as applicable) to the aggregate number of Common Shares available under the 2017 Amended Long-Term Incentive Plan; (iii) Common Shares withheld by the Company, tendered or otherwise used to satisfy tax withholding with respect to awards will not be added (or added back, as applicable) to the aggregate number of Common Shares available under the 2017 Amended Long-Term Incentive Plan; and (iv) Common Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options will not be added (or added back, as applicable) to the aggregate number of Common Shares available under the 2017 Amended Long-Term Incentive Plan;

●

eliminated certain “evergreen” limitations on outstanding shares from time to time that could be reserved for issuance with respect to Share Units or to individual participants, as well as certain Toronto-Stock-Exchange-related limitations on shares issuable to insiders;

●

included a limit on the annual compensation of the Company’s non-employee directors;

●

updated the amendment provisions to more closely align with the rules of The Nasdaq Stock Market (“Nasdaq”); and

●

clarified that the Company may take advantage of the applicable Nasdaq exemptions to shareholder approval of equity compensation plans.

The Board will generally be able to amend the 2017 Amended Long-Term Incentive Plan, subject to shareholder approval in certain circumstances as further described in the 2017 Amended Long-Term Incentive Plan.

The foregoing description of the 2017 Amended Long-Term Incentive Plan is not complete and is in all respects qualified in its entirety by the actual provisions of the 2017 Amended Long-Term Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On April 6, 2026, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). As of the record date for the Annual Meeting, there were 125,321,172 Common Shares issued and outstanding and entitled to vote, of which 56,773,600 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 Six.

Votes For: 55,164,407

Votes Against: 1,609,193

Broker non-votes: 0

Proposal Two — Election of Directors.

Nominee	Votes FOR	Votes WITHHELD	Broker Non-Votes
Mark A. Smith	27,749,599	1,206,180	27,817,821
Peter Oliver	25,418,410	3,537,369	27,817,821
Anthony W. Fulton	27,962,280	993,498	27,817,822
Nilsa Guerrero-Mahon	20,556,963	8,398,816	27,817,821
Michael G. Maselli	22,939,856	6,015,923	27,817,821
Dean C. Kehler	22,781,962	6,173,816	27,817,822

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: 55,986,839

Votes Withheld: 786,761

Broker non-votes: 0

Proposal Four — Approval, on a Nonbinding, Advisory Basis, of the Compensation of the Company’s Named Executive Officers.

Votes For: 22,285,849

Votes Against: 6,272,537

Abstentions: 397,390

Broker non-votes: 27,817,824

Proposal Five — Approval of the Amendment and Restatement of the NioCorp Developments Ltd. Long Term Incentive Plan.

Votes For: 23,285,354

Votes Against: 5,326,885

Abstentions: 343,535

Broker non-votes: 27,817,826

Proposal Six — Approval of the Amendment and Extension of the Company’s Shareholder Rights Plan.

Votes For: 23,942,251

Votes Against: 4,719,596

Abstentions: 293,931

Broker non-votes: 27,817,822

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
4.1	Amended and Restated Shareholder Rights Plan Agreement, dated as of April 6, 2026, by and between NioCorp Developments Ltd. and Computershare Investor Services Inc., as rights agent (or any successor rights agent).
10.1	NioCorp Developments Ltd. Long Term Incentive Plan, as amended through April 6, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: April 6, 2026	By:	/s/ Neal S. Shah
	Neal S. Shah
	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did NioCorp (NB) change in its shareholder rights plan?

NioCorp extended its shareholder rights plan so it now expires at 5:00 p.m. Toronto time on the date of the 2027 annual general meeting, unless earlier redeemed or terminated by the board and assuming no Flip-In Event has occurred under the amended agreement.

How did NioCorp (NB) amend its long-term incentive plan?

Shareholders approved the 2017 Amended Long-Term Incentive Plan, replacing the prior evergreen share limit with a finite pool. Up to 11,300,000 common shares are available for options, share units and dividend equivalents, subject to the plan’s share-counting and adjustment provisions.

How many NioCorp (NB) shares were outstanding and represented at the meeting?

As of the record date, NioCorp had 125,321,172 common shares issued, outstanding and entitled to vote. At the annual meeting, 56,773,600 common shares were present in person or by proxy, providing the base for the reported voting results.

Were NioCorp’s (NB) director nominees elected at the 2026 annual meeting?

All six director nominees, including Mark A. Smith, Peter Oliver and four others, were elected. Each nominee received more votes “For” than “Withheld,” with additional broker non-votes reported, confirming shareholder support for the proposed board composition.

Did NioCorp (NB) shareholders approve executive compensation on an advisory basis?

Yes. On a nonbinding advisory basis, 22,285,849 votes supported the compensation of NioCorp’s named executive officers, with 6,272,537 votes against, 397,390 abstentions and 27,817,824 broker non-votes, indicating majority but not unanimous support for the company’s pay practices.

Was NioCorp’s amended rights plan itself approved by shareholders?

Shareholders approved the amendment and extension of the shareholder rights plan, with 23,942,251 votes for, 4,719,596 against, 293,931 abstentions and 27,817,822 broker non-votes. This approval allowed NioCorp to enter into the Amended and Restated Shareholder Rights Plan Agreement.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 NIOCORP DEVELOPMENTS LTD. LONG TERM INCENTIVE PLAN, AS AMENDED THROUGH APRIL 6, 193.5 KB