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Trilogy Metals (TMQ) shareholders approve directors, auditors and executive pay

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Trilogy Metals Inc. reported the results of its 2026 Annual Meeting of Shareholders, where all management proposals were approved. Shareholders elected seven directors, with support for individual nominees ranging from about 86% to nearly 100% of votes cast.

A total of 108,434,019 shares, representing 62.84% of issued and outstanding shares eligible to vote, were represented at the meeting. Shareholders also approved the appointment of auditors with 99.71% of votes cast in favor and supported a non-binding advisory vote on executive compensation, with 94.53% of votes cast in favor.

Positive

  • None.

Negative

  • None.
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 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares represented 108,434,019 shares 62.84% of issued and outstanding shares eligible to vote at the Annual Meeting
Support for Tony Giardini 72,071,854 votes for (99.63%) Election of director, Proposal 1
Support for William Hayden 62,120,704 votes for (85.88%) Election of director, Proposal 1
Auditor appointment votes for 108,120,605 votes for (99.71%) Proposal 2: Appointment of auditors
Auditor votes withheld 313,412 votes withheld (0.29%) Proposal 2: Appointment of auditors
Say-on-pay votes for 68,382,003 votes for (94.53%) Proposal 3: Non-binding advisory vote on executive compensation
Say-on-pay votes against 3,396,785 votes against (4.70%) Proposal 3: Non-binding advisory vote on executive compensation
non-binding advisory vote on executive compensation financial
"Proposal 3: Non-Binding Advisory Vote on Executive Compensation"
Annual Meeting of Shareholders financial
"items of business considered at its Annual Meeting of Shareholders"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
volcanogenic massive sulfide technical
"It hosts polymetallic volcanogenic massive sulfide ("VMS") deposits"
A volcanogenic massive sulfide (VMS) deposit is a concentrated underground or seabed accumulation of metal-bearing minerals formed by ancient volcanic activity. Think of it like a naturally occurring treasure chest where copper, zinc, lead and often gold or silver are packed closely together, which can make extraction more efficient and valuable. Investors care because VMS deposits can underpin mining projects with high metal content and predictable geology, affecting a company’s potential revenue, capital needs and exploration appeal.
carbonate replacement deposits technical
"carbonate replacement deposits which have been found to host high-grade copper"
joint venture financial
"exercised its option to form a 50/50 joint venture with Trilogy Metals"
A joint venture is when two or more companies team up to work on a specific project or business idea, sharing both the risks and the rewards. It’s like friends starting a lemonade stand together—each contributes resources and they split the profits, making it easier to succeed than going alone.
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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): May 14, 2026

 

_______________________

 

Trilogy Metals 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 901, 510 Burrard Street
Vancouver, British Columbia
Canada, V6C 3A8

(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))

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 TMQ

NYSE American

Toronto Stock Exchange

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting, shareholders of Trilogy Metals Inc. (the “Company”) approved each of the following proposals set forth in the Proxy Statement:

 

(1)Election of Directors. The Company’s shareholders elected the following 7 nominees to the board of directors of the Company (the “Board”). Each of the nominees will serve for a one-year term and hold office until the next annual meeting of shareholders, unless he or she sooner ceases to hold office. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the election of directors:

 

Nominee   For   Withheld   Abstain  

Broker

Non-Vote

Tony Giardini   72,071,854   266,145   -   36,096,020
James Gowans   71,784,231   553,768   -   36,096,020
William Hayden   62,120,704   10,217,295   -   36,096,020
William Iggiagruk Hensley   61,727,844   10,610,155   -   36,096,020
Gregory Lang   62,351,925   9,986,074   -   36,096,020
Janice Stairs   61,889,904   10,448,095   -   36,096,020
Diana Walters   61,936,030   10,401,969   -   36,096,020

 

 

(2)Appointment of PricewaterhouseCoopers LLP. The Company’s shareholders approved the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm until the next annual meeting of shareholders or until a successor is appointed, and authorized the Board, upon recommendation of the audit committee of the Board, to fix their remuneration. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the appointment of PricewaterhouseCoopers LLP:

 

For   Withheld   Abstain   Broker Non-Vote
108,120,605   313,412   -   2

 

 

(3)Non-Binding Advisory Vote on Executive Compensation. The Company’s shareholders approved the compensation of the Company’s “Named Executive Officers”. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the approval of executive compensation:

 

For   Against   Abstain   Broker Non-Vote
68,382,003   3,396,785   559,209   36,096,022

 

Item 7.01Regulation FD Disclosure

On May 14, 2026, the Company issued a press release announcing the election of directors and voting results from the Annual Meeting. The press release is attached hereto as Exhibit 99.1.

The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Description
99.1 Press release, dated May 14, 2026 relating to voting results from its Annual Meeting
   
104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)
   

 

 

 

 
 

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.

 

  TRILOGY METALS INC.
     
Dated: May 14, 2026 By:      /s/ Elaine Sanders
    Elaine Sanders, Chief Financial Officer

Exhibit 99.1

 

 

 

 

 

Trilogy Metals Announces Election of Directors and Voting Results from the 2026 Annual Meeting of Shareholders

VANCOUVER, BC, May 14, 2026 /CNW/ - Trilogy Metals Inc. (NYSE American: TMQ) (TSX: TMQ) ("Trilogy Metals", "Trilogy" or the "Company") announced today the detailed voting results on the items of business considered at its Annual Meeting of Shareholders ("Meeting") held in Vancouver on Wednesday, May 13, 2026. All proposals were approved and the nominees listed in the management proxy circular for the Meeting were all elected as directors. A total of 108,434,019 or 62.84% of the Company's issued and outstanding shares eligible to vote were represented at the Meeting.

Shareholder Voting Results

The Shareholders voted on the following matters at this year's Meeting. Other than Proposal 1, which represents votes by ballot, the results presented below represent votes according to proxies received.

Proposal 1: Election of Directors

Nominee

Votes

For

% Votes

For

Votes
Withheld

% Votes

Withheld

Tony Giardini 72,071,854 99.63 266,145 0.37
James Gowans 71,784,231 99.23 553,768 0.77
William Hayden 62,120,704 85.88 10,217,295 14.12
William Iggiagruk Hensley 61,727,844 85.33 10,610,155 14.67
Gregory Lang 62,351,925 86.20 9,986,074 13.80
Janice Stairs 61,889,904 85.56 10,448,095 14.44
Diana Walters 61,936,030 85.62 10,401,969 14.38



Proposal 2: Appointment of Auditors

Votes For % Votes For Votes Withheld % Votes Withheld
108,120,605 99.71 313,412 0.29


Proposal 3: Non-Binding Advisory Vote on Executive Compensation

Votes
For
% Votes
For
Votes
Against
% Votes
Against
Votes
Abstaining
% Votes
Abstaining
68,382,003 94.53 3,396,785 4.70 559,209 0.77


Detailed results of all items of business are also available in the Report of Voting Results filed under the Company's SEDAR+ profile at www.sedarplus.ca and on the Form 8-K filed under the Company's EDGAR profile at www.sec.gov.

About Trilogy Metals

Trilogy Metals Inc. is a metal exploration and development company holding a 50 percent interest in Ambler Metals LLC, which has a 100 percent interest in the Upper Kobuk Mineral Projects ("UKMP") in northwestern Alaska. On December 19, 2019, South32 Limited, a globally diversified mining and metals company, exercised its option to form a 50/50 joint venture with Trilogy Metals. The UKMP is located within the Ambler Mining District which is one of the richest and most-prospective known copper-dominant districts in the world. It hosts polymetallic volcanogenic massive sulfide ("VMS") deposits that contain copper, zinc, lead, gold and silver, and carbonate replacement deposits which have been found to host high-grade copper and cobalt mineralization. Exploration efforts have been focused on two deposits in the Ambler Mining District – the Arctic VMS deposit and the Bornite carbonate replacement deposit. Both deposits are located within a land package that spans approximately 190,929 hectares. Ambler Metals has an agreement with NANA Regional Corporation, Inc., an Alaska Native Corporation, that provides a framework for the exploration and potential development of the Ambler Mining District in cooperation with local communities. Trilogy Metals' vision is to develop the Ambler Mining District into a premier North American copper producer while protecting and respecting subsistence livelihoods.

View original content to download multimedia:https://www.prnewswire.com/news-releases/trilogy-metals-announces-election-of-directors-and-voting-results-from-the-2026-annual-meeting-of-shareholders-302771813.html

SOURCE Trilogy Metals Inc.

 

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/May2026/14/c4879.html

%CIK: 0001543418

For further information: Company Contact: Matthew Keevil, Vice President, Investor Relations and Business Development, ir@trilogymetals.com, Phone: +1 604 638 8088

CO: Trilogy Metals Inc.

CNW 06:30e 14-MAY-26

FAQ

What did Trilogy Metals (TMQ) shareholders approve at the 2026 Annual Meeting?

Shareholders approved all proposals, including electing seven directors, appointing the auditors, and supporting a non-binding advisory vote on executive compensation. Each management proposal received strong majority support based on the votes cast at the meeting.

How many Trilogy Metals (TMQ) shares were represented at the 2026 Annual Meeting?

A total of 108,434,019 Trilogy Metals shares were represented at the Annual Meeting, equal to 62.84% of issued and outstanding shares eligible to vote. This reflects the quorum level for approving the proposals presented.

How did Trilogy Metals (TMQ) shareholders vote on director elections in 2026?

Shareholders elected all seven nominated directors. Support ranged from 85.33% to 99.63% of votes cast for each nominee, with the remainder of votes recorded as withheld, indicating broad backing for the board slate.

What were the 2026 Trilogy Metals (TMQ) auditor appointment voting results?

Shareholders approved the appointment of the auditors with 108,120,605 votes for and 313,412 votes withheld. This represents 99.71% support for the auditors and 0.29% withheld, confirming strong shareholder endorsement of the audit firm.

How did Trilogy Metals (TMQ) shareholders vote on executive compensation in 2026?

In the non-binding advisory vote on executive compensation, 68,382,003 votes (94.53%) were cast for, 3,396,785 (4.70%) against, and 559,209 (0.77%) abstaining. This indicates strong shareholder support for the company’s executive pay program.

What is Trilogy Metals’ (TMQ) main mining asset mentioned in the filing?

Trilogy Metals holds a 50% interest in Ambler Metals LLC, which owns 100% of the Upper Kobuk Mineral Projects in Alaska’s Ambler Mining District. These projects contain copper-dominant volcanogenic massive sulfide and carbonate replacement deposits with multiple metals.

Filing Exhibits & Attachments

5 documents