Rare Element Resources, Ltd.


 

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:  December 2, 2011

(Date of earliest event reported)


RARE ELEMENT RESOURCES LTD.

(Exact Name of Registrant as Specified in Charter)


British Columbia, Canada

(State or Other Jurisdiction of Incorporation)


001-34852

Not Applicable

(Commission File Number)

(IRS Employer Identification No.)


225 UNION BLVD., SUITE 250, LAKEWOOD, COLORADO 80228

(Address of Principal Executive Offices and Zip Code)


Registrant’s telephone number, including area code:   (720) 278-2460


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))



 

 














 

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


Results of Annual General and Special Meeting of Shareholders


On December 2, 2011, Rare Element Resources Ltd. held its annual general and special meeting of shareholders at Suite 250, 225 Union Boulevard, Lakewood CO, 80228, at 2:00 p.m. (Denver time).  Shareholders representing 22,039,155 shares or 49.98% of the shares authorized to vote (44,096,674) were present in person or by proxy, representing a quorum for the purposes of the annual general and special meeting.  The shareholders approved the following:


Proposal #1 – Election of Directors

The election of the Nominees to the Company’s Board to serve until the Company’s 2012 Annual Meeting of Shareholders or until successors are duly elected and qualified:

For

Against

Withheld

Spoiled

Non Vote

Donald E. Ranta

4,520,456

0

207,182

0

17,311,517

Mark T. Brown

4,322,042

0

405,596

0

17,311,517

M. Norman Anderson

4,512,432

0

215,206

0

17,311,517

Norman W. Burmeister

4,515,521

0

212,117

0

17,311,517

Gregory E. McKelvey

4,515,286

0

212,352

0

17,311,517

Paul Schlauch

4,508,946

0

218,692

0

17,311,517

 

 

 

 

 

 

Proposal #2 – Appointment of Auditors

To ratify the appointment of the Company’s Independent Registered Public Accounting Firm for the 2012 fiscal year

For

Against

Withheld

Spoiled

Non Vote

 

21,446,354

0

592,801

0

0

Proposal #3 – Adoption of 10% Stock Option Plan

To ratify the Company’s adoption of a 10% rolling stock option plan

For

Against

Withheld

Abstain

Non Vote

 

3,954,970

623,386

0

149,282

17,311,517

Proposal #4 – Advisory Vote on Executive Compensation

 

For

Against

Withheld

Abstain

Non Vote

 

4,278,725

275,665

0

173,247

17,311,518

Proposal #5 – Advisory Vote on Frequency of Advisory Vote on Executive Compensation

 

 

1 Year

2 Years

3 Years

Abstain

Non Vote

 

1,356,486

96,095

3,189,279

111,627

17,285,668

 

 

 

 

 

 


All Nominees for election to the Company’s Board were elected to the Board and will serve until the Company’s 2012 annual meeting of shareholders or until successors are duly elected and qualified.  The proposal for the advisory vote on the compensation of named executive officers and the proposal to ratify the appointment of the Company’s Independent Registered Public Accounting Firm for the 2012 fiscal year were approved.  In relation to the proposal on the frequency of future advisory votes on the compensation of named executive officers, the frequency of every 3 years received the most votes, and therefore is the advisory recommendation of the shareholders of the Company.

Board Determination of the Frequency of Advisory Vote on Executive Compensation

In consideration of the advisory vote of the shareholders of the Company that an advisory vote on executive compensation should take place every three years and in consideration of the previous recommendation of the Company’s Board and Compensation Committee that the advisory vote on executive compensation should take place every three years, on December 2, 2011, the Company’s Board confirmed that the advisory vote on executive compensation will take place every three years.















 


 

SIGNATURES

 

 

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

RARE ELEMENT RESOURCES LTD.

(Registrant)



Dated: December 7, 2011

By:   /s/ David P. Suleski                                  

David P. Suleski

Chief Financial Officer and Corporate Secretary