Please wait
false 0001543418 A1 0001543418 2026-05-14 2026-05-14 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 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