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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):
June 4, 2026
Perpetua Resources Corp.
(Exact name of registrant as specified in its charter)
| British Columbia |
001-39918 |
98-1040943 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
|
405 S. 8th Street, Ste. 201
Boise, Idaho |
|
83702 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (208) 901-3060
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 |
PPTA |
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company x
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 5.07 |
Submission of Matters to a Vote of Security Holders. |
Perpetua Resources Corp. (the
“Company”) held its 2026 Annual General Meeting of Shareholders (the “Annual Meeting”) on June 4,
2026. As of April 8, 2026, the record date for the Annual Meeting (the “Record Date”), 125,093,670 common shares of
the Company (the “Common Shares”) were outstanding and entitled to vote at the Annual Meeting. Holders of Common Shares
were entitled to one vote per share held as of the Record Date. A summary of the matters voted upon by the shareholders and the final
voting results for each such matter are set forth below.
| 1. |
The proposal to fix the number of directors of the Company at nine (9) was approved by the shareholders, with votes as follows: |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-
VOTES |
| 100,255,700 |
131,387 |
136,395 |
--- |
| 2. |
Each of the following persons was duly elected by the Company’s shareholders as a director for a term expiring at the 2027 annual meeting of shareholders or until their respective successors are duly elected and qualified, subject to their earlier resignation, removal or death, with votes as follows: |
| NOMINEE |
FOR |
AGAINST |
ABSTAIN |
BROKER NON-
VOTES |
| Marcelo Kim |
72,595,988 |
11,838,253 |
135,148 |
15,954,093 |
| Christopher J. Robison |
82,656,825 |
1,790,661 |
121,876 |
15,954,093 |
| Alexander Sternhell |
84,171,419 |
323,624 |
74,346 |
15,954,093 |
| Robert Dean |
83,609,269 |
890,130 |
69,990 |
15,954,093 |
| Andrew Cole |
84,259,071 |
244,388 |
65,930 |
15,954,093 |
| Richie Haddock |
83,611,367 |
885,049 |
72,973 |
15,954,093 |
| Laura Dove |
83,776,106 |
710,090 |
83,193 |
15,954,093 |
| Jeffrey Malmen |
84,286,363 |
218,245 |
64,781 |
15,954,093 |
| Jonathan Cherry |
84,410,663 |
93,973 |
64,753 |
15,954,093 |
| 3. |
The proposal to approve the Company’s 2026 Equity Incentive Plan was approved by the shareholders, with votes as follows: |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-
VOTES |
| 83,668,621 |
618,967 |
281,801 |
15,954,093 |
| 4. |
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 at a remuneration to be set by the directors was ratified by the shareholders, with votes as follows: |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-
VOTES |
| 100,360,405 |
50,484 |
112,593 |
--- |
No other matters were submitted for shareholder action at the Annual
Meeting.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As reported above, at the
Annual Meeting, the Company’s shareholders approved the Company’s 2026 Equity Incentive Plan, which amends and restates the
Company’s existing Omnibus Equity Incentive Plan. The 2026 Equity Incentive Plan does not increase the number of shares of the Company’s
common stock reserved for issuance, and the share reserve remains 8,280,530 shares. The plan became effective on June 4, 2026 and will
terminate on June 4, 2036, unless earlier terminated by the Company’s board of directors (the “Board”) or extended
with shareholder approval.
In connection with the adoption
of the 2026 Equity Incentive Plan, the Board approved a new form of award agreement for use with the 2026 Equity Incentive Plan and setting
forth the standard terms and conditions that apply to grants of awards pursuant to the 2026 Equity Incentive Plan, although awards may
be granted under the 2026 Equity Incentive Plan that deviate from these standard terms and conditions.
A summary description of the
terms of the 2026 Equity Incentive Plan is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”) under the section of the Proxy Statement
entitled “Item 3 Approval of the Company’s 2026 Equity Incentive Plan” which is qualified by the full text of the 2026
Equity Incentive Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
On June 3, 2026, the United
States District Court for the District of Idaho (“U.S. District Court”) granted the motion to dismiss filed by the
Company and the other defendants in the previously disclosed putative securities class action, Barnes et al. v. Perpetua Resources
Corp. et al., Case No. 1:25-cv-00160. The U.S. District Court dismissed the amended complaint without prejudice and granted plaintiffs
leave to file a second amended complaint on or before July 3, 2026.
In addition, following the
U.S. District Court’s denial on May 29, 2026 of the preliminary injunction motion filed by plaintiffs in the previously disclosed
lawsuit relating to the Stibnite Gold Project (the “Project”) commenced on February 18, 2025 by various environmental
advocacy groups, certain procedural pleadings have been filed and additional pleadings are anticipated, including an appeal by the plaintiffs
to the U.S. Court of Appeals for the Ninth Circuit of the denial of their preliminary injunction motion. The Company expects this case
to progress this summer towards disposition of the merits of plaintiffs’ claims, with cross-motions for summary judgment now pending
before the District Court from all parties and a hearing date currently set for oral argument on those summary judgment motions for June
24, 2026.
Cautionary Statement
Statements
contained in this Current Report on Form 8-K (“Current Report”) that are not historical facts are “forward-looking
information” or “forward-looking statements” (collectively, “Forward-Looking Information”) within
the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Except
as required by law, the Company does not assume any obligation to release publicly any revisions to Forward-Looking Information contained
in this Current Report to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Index |
| Exhibit No. |
|
Description |
| 10.1 |
|
Perpetua Resources Corp. 2026 Equity Incentive Plan |
| 10.2 |
|
Form of RSU Award Agreement under Perpetua Resources Corp. 2026 Equity Incentive Plan effective June 2026 |
| 10.3 |
|
Form of PSU Award Agreement under Perpetua Resources Corp. 2026 Equity Incentive Plan effective June 2026 |
| 10.4 |
|
Form of DSU Award Agreement under Perpetua Resources Corp. 2026 Equity Incentive Plan effective June 2026 |
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.
| |
PERPETUA RESOURCES CORP. |
| |
|
|
| Dated: June 10, 2026 |
By: |
/s/ Mark Murchison |
| |
|
Mark Murchison |
| |
|
Chief Financial Officer |
