Form 8-K - Current report

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 16, 2024

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 2024 Annual General Meeting of Shareholders (the “Annual Meeting”) on May 16, 2024. As of March 22, 2024, the record date for the Annual Meeting (the “Record Date”), 64,123,456 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.

Each of the following persons was duly elected by the Company’s shareholders as a director for a term expiring at the 2025 annual meeting of shareholders and until their successors are duly elected and qualified, subject to their earlier resignation, removal or death, with votes as follows:

NOMINEE	FOR		WITHHOLD		BROKER NON- VOTES
Marcelo Kim		41,873,168		833,739		4,635,446
Chris J. Robison		42,818,936		89,659		4,433,758
Alex Sternhell		42,729,029		179,566		4,433,758
Bob Dean		42,803,175		105,420		4,433,758
Andrew Cole		42,867,428		41,167		4,433,758
Rich Haddock		42,834,956		73,639		4,433,758
Laura Dove		42,741,457		167,138		4,433,758
Jeff Malmen		42,814,492		94,103		4,433,758
Jon Cherry		42,844,933		63,662		4,433,758
Jessica Largent		42,209,553		697,042		4,635,446

The proposal to fix the number of directors of the Company at ten (10) was approved by the shareholders, with votes as follows:

FOR			AGAINST			BROKER NON- VOTES
46,999,320			343,031			2

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 at a remuneration to be set by the directors was ratified by the shareholders, with votes as follows:

FOR			WITHHOLD			BROKER NON- VOTES
47,278,934			63,418			1

The proposal to amend the Company’s Omnibus Equity Incentive Plan to increase the aggregate number of Common Shares available for the grant of awards under such plan was approved by the shareholders, with votes as follows:

FOR			AGAINST			BROKER NON- VOTES
36,161,961			6,746,633			4,433,759

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 17, 2024	By:	/s/ Jessica Largent
		Jessica Largent
		Chief Financial Officer

Cover	May 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 16, 2024
Entity File Number	001-39918
Entity Registrant Name	Perpetua Resources Corp.
Entity Central Index Key	0001526243
Entity Tax Identification Number	98-1040943
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	405 S. 8th Street
Entity Address, Address Line Two	Ste. 201
Entity Address, City or Town	Boise
Entity Address, State or Province	ID
Entity Address, Postal Zip Code	83702
City Area Code	208
Local Phone Number	901-3060
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, without par value
Trading Symbol	PPTA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false