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 5, 2025 

 

 

RB Global, Inc.

(Exact name of registrant as specified in its charter)

 

Canada	001-13425	98-0626225
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

 

Two Westbrook Corporate Center, Suite 500, Westchester, Illinois 60154

(Address of principal executive offices) (Zip Code)

 

(708) 492-7000

(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 240.14d -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	RBA	New York Stock Exchange
Common Share Purchase Rights	N/A	New York 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 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 5, 2025 RB Global, Inc. (the “Company”) held its 2025 annual and special meeting of shareholders (the “Meeting”). All ten of the Company’s nominees to the Company’s board of directors were elected, and all other resolutions put forward at the Meeting were approved. The final results of the voting at the Meeting are set out below.

 

(1)        Election of Directors. The Company’s shareholders elected the following ten nominees to the Company’s Board of Director’s. 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 Meeting with respect to the election of directors:

Nominee		For				Withheld				Broker Non-Votes
Robert G. Elton			165,597,450				3,134,198				3,247,826
Jim Kessler			168,459,097				272,551				3,247,826
Brian Bales			168,457,685				273,963				3,247,826
Adam DeWitt			168,278,934				452,714				3,247,826
Gregory B. Morrison			168,157,419				574,229				3,247,826
Timothy O’Day			164,944,095				3,787,553				3,247,826
Sarah Raiss			167,712,289				1,019,359				3,247,826
Michael Sieger			166,909,338				1,822,310				3,247,826
Debbie Stein			166,501,352				2,230,296				3,247,826
Carol Stephenson			166,304,935				2,426,713				3,247,826

 

(2)        Appointment and Renumeration of Ernst & Young LLP. The Company’s shareholders approved the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm until the next annual meeting of the Company and authorized the audit committee of the Board to fix their remuneration. The following table sets forth the vote of the shareholders at the Meeting with respect to the appointment and renumeration of Ernst & Young LLP:

 

For				Withheld				Abstain				Broker Non-Votes
	171,873,697				33,063				72,714				-

 

 

(3)        Advisory Vote on Executive Compensation. The Company’s shareholders approved the non-binding advisory resolution, commonly known as a “Say on Pay” proposal, regarding the compensation of the Company’s named executive officers. The following table sets forth the vote of the shareholders at the Meeting with respect to the advisory vote on executive compensation:

 

For				Against				Abstain				Broker Non-Votes
	163,810,451				4,707,316				213,881				3,247,826

 

 

(4)        Ratification, Confirmation and Approval of the Second Amended and Restated Shareholder Rights Plan Agreement. The Company’s shareholders ratified, confirmed and approved the second amended and restated shareholder rights plan agreement between the Company and Computershare Investor Services Inc., as rights agent, dated February 24, 2025. The following table sets forth the vote of the shareholders at the Meeting with respect to such ratification, confirmation and approval:

 

For				Against				Abstain				Broker Non-Votes
	139,134,824				29,563,549				33,275				3,247,826

 

 

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.

 

	RB GLOBAL, INC.
	By:	/s/ Ryan Welsh
		Ryan Welsh
		Corporate Secretary

 

Dated: May 6, 2025