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 (Date of earliest event reported):  June 10, 2015


RARE ELEMENT RESOURCES LTD.

(Exact name of registrant as specified in its charter)




British Columbia, Canada


001-34852


Not applicable


(State or other jurisdiction of incorporation or organization)


(Commission

File Number)


(I.R.S. Employer Identification Number)



225 Union Boulevard, Suite 250

Lakewood, Colorado


80228


(Address of principal executive offices)


(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 a Matter to a Vote of Security Holders.

On June 10, 2015, Rare Element Resources Ltd. (the “Company”) held its annual meeting of shareholders (the “Meeting”).  At the Meeting, two proposals were submitted to the shareholders for approval as set forth in the Company’s definitive information and proxy circular filed April 28, 2015.  As of the record date (April 16, 2015), a total of 47,707,216 common shares of the Company were outstanding and entitled to vote.  In total, 26,752,406 common shares were present in person or represented by proxy at the Meeting, which represented approximately 56.1% of the shares outstanding and entitled to vote as of the record date.

The votes on the proposals were cast as set forth below:

1.

Proposal No. 1 – Election of Directors.  The shareholders elected the entire slate of directors presented to the shareholders.  As a result, the Company’s board of directors (the “Board”) consists of the seven persons elected at the Meeting.

Name

 

Votes

For

 

Votes Withheld

 

Broker

Non-Votes

M. Norman Anderson

 

6,648,434

 

326,451

 

19,777,521

Norman W. Burmeister

 

6,487,252

 

487,633

 

19,777,521

Gerald W. Grandey

 

6,692,848

 

282,037

 

19,777,521

F. Steven Mooney

 

6,664,816

 

310,069

 

19,777,521

Paul J. Schlauch

 

6,453,767

 

521,118

 

19,777,521

Randall J. Scott

 

6,651,673

 

323,212

 

19,777,521

Lowell A. Shonk

 

6,647,247

 

327,638

 

19,777,521


2.

Proposal No. 2 – Ratification and approval of EKS&H, LLLP as the Company’s independent registered public accounting firm.

Votes

For

 

Votes Withheld

25,990,912

 

761,494









SIGNATURE

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.

Date:  June 12, 2015

Rare Element Resources Ltd.


         /s/ Paul H. Zink

By:

                                                                    

Name:

Paul H. Zink

Title:

Senior Vice President and Chief Financial Officer