false 0001526243 A1 0001526243 2025-05-15 2025-05-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 15, 2025

 

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 2025 Annual General Meeting of Shareholders (the “Annual Meeting”) on May 15, 2025. As of March 21, 2025, the record date for the Annual Meeting (the “Record Date”), 71,262,344 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. Each of the following persons was duly elected by the Company’s shareholders as a director for a term expiring at the 2026 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  40,455,869   1,781,843  15,558  6,135,478
Christopher J. Robison  42,005,377   230,351  17,542  6,135,478
Alexander Sternhell  42,062,119   172,494  18,657  6,135,478
Robert Dean  42,054,220   181,266  17,784  6,135,478
Andrew Cole  42,184,860   52,259  16,151  6,135,478
Richie Haddock  42,177,974   54,444  20,852  6,135,478
Laura Dove  41,942,716   287,003  23,551  6,135,478
Jeffrey Malmen  41,988,499   245,737  19,034  6,135,478
Jonathan Cherry  42,189,752   40,634  22,884  6,135,478
Jessica Largent  40,485,726   1,754,350  13,194  6,135,478

 

2. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 at a remuneration to be set by the directors was ratified by the shareholders, with votes as follows:

 

FOR  AGAINST  ABSTAIN  BROKER NON-
VOTES
48,270,251  57,905  60,592 

 

No other matters were submitted for shareholder action at the Annual Meeting.

 

 

 

 

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: May 16, 2025 By: /s/ Jessica Largent
    Jessica Largent
    Chief Financial Officer