UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
**Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
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PROXY STATEMENT
Notice of Annual and Special Meeting of
Shareholders to be held on May 7, 2024
Dear Fellow Shareholders,
For RB Global, 2023 was a year of positive transformation as we worked to build on the Company’s success and deliver sustainable, long-term value for you, our shareholders. Among the actions taken, we:
| • | Completed our acquisition of IAA in March, advancing our vision of being a trusted global marketplace for insights, services, and transaction solutions for commercial assets and vehicles; |
| • | Appointed new leaders with proven records and the experience needed to drive the IAA integration and progress on our business objectives; and |
| • | Evolved the composition of the RB Global Board of Directors and its committees, welcoming new diverse voices and skill sets to support management, oversee strategic execution and serve our shareholders’ best interests. |
New Leadership and Organizational Structure to Advance the IAA Integration and Ensure a Strong Future for RB Global
In August 2023, the Board appointed Jim Kessler as Chief Executive Officer. Jim joined RB Global in 2020 as Chief Operating Officer. In that role, he was integral in developing and executing the customer engagement strategies and offerings that repositioned RB Global from a traditional auctioneer into a premier, global omnichannel marketplace. He also spearheaded the due diligence underpinning the IAA acquisition and the associated integration planning. Jim’s appointment followed Ann Fandozzi’s departure from the Company. Ann made many contributions to RB Global’s marketplace strategy, and we thank her for her service and wish her the best.
Jim is a roll-up-your-sleeves CEO with a commitment to shaping effective teams, and actions under his leadership are already benefitting operational excellence and profitable growth.
Changes have been implemented to the Company’s operating model and organizational structure to increase accountability, reduce costs and rebalance investments in key growth areas. New appointments were made in high impact areas, such as global marketing, product management, strategic accounts management and sales.
To help build on this momentum, Eric J. Guerin joined RB Global as Chief Financial Officer, effective January 15, 2024. Eric brings significant leadership and financial experience, including with other logistics and technology services companies where he has worked hand-in-hand with the sales and operational teams to drive profitable growth and market share gains. We look forward to his contributions at RB Global.
The leadership appointments made this year underscore the priority the Board places on retaining, attracting and developing top talent. Consistent with these objectives and RB Global’s transformation in scale and reach, the Board’s Compensation Committee reviewed and adjusted the pay structure for our executive officers. We invite you to read more in the letter from our Compensation Committee in the accompanying proxy statement.
Adding New Perspectives to the Board and Experience Tied to Strategy and Value Creation
We are pleased to announce that our 11-member slate of director nominees for this year’s Annual Meeting includes two new independent director nominees – Debbie Stein and Gregory Morrison. As further detailed herein, Debbie and Greg are both accomplished executives with significant board experience. They bring to RB Global experience that is directly tied to our strategy and enhancing shareholder value, including in the areas of finance, automotive services, innovative technology deployments and large-scale business transformations. Debbie and Greg also add further diversity to the Board, consistent with the commitment we made to shareholders in 2023.
Erik Olsson and Bill Breslin will not be standing for re-election at this Annual Meeting. Both have served RB Global admirably. Erik joined the Board in 2013 and has acted as Chair of the Board since 2020. The Company has undergone significant transformation and growth during his tenure. We are grateful for Erik’s stewardship of RB Global.
Accelerating Our Journey to a Better Tomorrow
A winning company starts with a winning culture that supports and empowers employees. We are proud to have recently received a Great Place to Work® certification, which is a highly coveted achievement that requires consistent and intentional dedication to the overall employee experience. This recognition is a testament to the progress we have made in bringing the Ritchie Bros. and IAA businesses together and operating as one integrated team.
As part of our IAA integration efforts, we have also identified sustainability and governance best practices from each of the historical Ritchie Bros. and IAA businesses. The Nominating and Corporate Governance Committee of the Board, which oversees our governance and sustainability strategies, is working with leadership to continue to draw on these best practices as we advance our integration. We look forward to sharing more when we publish our sustainability report in or about the month of June 2024.
Thank You for Your Investment
As we look toward the future, the Board and management team believe in our strategy and ability to grow and create superior value. Shareholder feedback has been an important element in our decision making, and we thank you for your continued engagement over the past year. The Board values the perspectives of our shareholders, and we look forward to continuing this dialogue and building on all that we accomplished this year.
On behalf of the RB Global Board of Directors,
| Bob Elton | Jim Kessler |
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| Vice Chair of the Board | Chief Executive Officer |
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Two Westbrook Corporate Center, Suite 500
Westchester, Illinois 60154, United States
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
To The Shareholders:
NOTICE IS HEREBY GIVEN that an Annual and Special Meeting (the “Meeting”) of the shareholders of RB GLOBAL, INC. (the “Company”) will be held in a virtual-only format on May 7, 2024 at 11:00 a.m. (Central Time), for the following purposes:
| 1. | to receive the financial statements of the Company for the financial year ended December 31, 2023 and the report of the auditors thereon; |
| 2. | to elect the directors of the Company to hold office until their successors are elected at the next annual meeting of the Company; |
| 3. | to appoint the auditors of the Company to hold office until the next annual meeting of the Company and to authorize the Audit Committee of the Board of Directors to fix the remuneration to be paid to the auditors; |
| 4. | to consider and, if deemed advisable, to approve, on an advisory basis, a non-binding resolution on the compensation of the Company’s named executive officers, as more particularly described in the accompanying proxy statement; |
| 5. | to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving the Company’s continuation from a corporation organized under the Canada Business Corporations Act to a corporation organized under the Business Corporations Act (Ontario); and |
| 6. | to transact such other business as may properly be brought before the Meeting. |
The Meeting will be held in a virtual-only format conducted via live audio webcast. Shareholders will not be able to attend the Meeting in person. We have structured our virtual meeting to provide shareholders the same rights as if the Meeting were held in person. Shareholders may listen to the Meeting, submit questions and vote online at: http://www. virtualshareholdermeeting.com/rba2024 (the “2024 Meeting Website”). To be admitted to vote or ask questions at the****Meeting at the 2024 Meeting Website, you must enter the control number found on your Notice of Availability of Proxy Materials, proxy card or voting instruction form. You may vote during the Meeting by following the instructions available on the 2024 Meeting Website during the Meeting.
Further information regarding the matters to be considered at the Meeting is set out in the accompanying proxy statement.
The directors of the Company have fixed the close of business on March 18, 2024 as the record date for determining the shareholders entitled to receive notice of and to vote at the Meeting. Only registered shareholders of the Company as of March 18, 2024 will be entitled to vote online or by proxy at the Meeting or any adjournment or postponement thereof.
It is important that your shares be represented and voted at the Meeting. We urge you to vote your shares either by Internet, phone or mail as promptly as possible so your shares will be represented at the Meeting. Instructions on voting your shares are in the Notice of Internet Availability of Proxy Materials you received for the Meeting. If you received paper copies of our proxy materials, instructions on voting your shares can be found on the enclosed proxy form. Internet voting facilities for shareholders of record will be available 24 hours a day and will close at 11:00 a.m. (Central Time) on May 3, 2024. To be effective, forms of proxy sent by mail must be received by Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment or postponement thereof.
All non-registered shareholders who receive these materials through a broker or other intermediary should complete and return the materials in accordance with the instructions provided to them by such broker or intermediary.
DATED at Vancouver, British Columbia, as of this 25 th day of March, 2024.
By Order of the Board of Directors
Ryan Welsh
Corporate Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 7, 2024 The Company’s Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2023 are available at investor.rbglobal.com
| NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS | 4 |
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| PROXY STATEMENT FOR ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS | 8 |
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| Annual and Special Meeting of Shareholders | 9 |
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| Shareholder Voting Matters | 9 |
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| QUESTIONS AND ANSWERS ABOUT THE MEETING, PROXY MATERIALS AND VOTING | 11 |
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| PROPOSAL ONE: ELECTION OF DIRECTORS | 16 |
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| Questions and Answers about the Election of Directors | 16 |
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| Information Concerning The Nominees To The Board Of Directors | 17 |
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| Recommendation of the Board | 23 |
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| INFORMATION CONCERNING OUR EXECUTIVE OFFICERS | 24 |
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| Structure and Members of the Board | 26 |
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| Independence of the Directors | 26 |
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| Meetings of the Board and Board Member Attendance at Annual Meeting | 26 |
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| Orientation and Continuing Education | 29 |
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| Code of Business Conduct and Ethics | 29 |
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| Shareholder and Other Interested Party Communications to the Board | 30 |
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| Executive and Chief Executive Officer Succession Planning | 31 |
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| Board Evaluations and Director Assessments | 31 |
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| Director Term Limits and Board Renewal | 32 |
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| Gender and Racial/Ethnic Diversity on the Board and in the Director Identification and Selection Process | 32 |
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| Representation of Women in Executive Officer Appointments | 32 |
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| Other Designated Groups | 33 |
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| Corporate Governance Guidelines | 34 |
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| Board Leadership Structure | 34 |
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| Board’s Role in Risk Oversight | 34 |
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| Compensation Committee Interlocks and Insider Participation | 34 |
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| Audit Committee and Audit Committee Financial Expert | 35 |
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| Nominating and Corporate Governance Committee | 36 |
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| Delinquent Section 16(a) Reports | 38 |
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| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 38 |
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| Starboard Strategic Investment | 39 |
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| NON-EXECUTIVE DIRECTOR COMPENSATION | 40 |
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| Non-executive Director Compensation Table | 41 |
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| Non-executive Director Deferred Share Unit Plan | 43 |
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PROPOSAL TWO:** **
| RE-APPOINTMENT OF ERNST & YOUNG LLP | 44 |
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| Fees Billed by Independent Auditors | 44 |
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| Pre-Approval Policies and Procedures | 44 |
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| Recommendation of the Board | 45 |
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| Report of the Audit Committee | 45 |
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| PROPOSAL THREE: NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION | 45 |
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| Recommendation of the Board | 46 |
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| PROPOSAL FOUR: APPROVAL OF THE COMPANY’S CONTINUATION FROM A CORPORATION ORGANIZED UNDER THE CANADA BUSINESS CORPORATIONS ACT TO A CORPORATION ORGANIZED UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO) | 46 |
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| Comparison of CBCA and OBCA | 48 |
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| “De-Clawing” Preferred Shares | 51 |
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| Recommendation of the Board | 51 |
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| Rights of Dissent in Respect of the Continuance Resolution | 52 |
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| COMPENSATION DISCUSSION AND ANALYSIS | 54 |
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| EXECUTIVE COMPENSATION TABLES | 81 |
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| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS | 104 |
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| SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS | 106 |
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| NOTE REGARDING FORWARD-LOOKING STATEMENTS | 108 |
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APPENDIX A:
| SELECTED DEFINITIONS OF OPERATIONAL AND FINANCIAL PERFORMANCE | 109 |
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| APPENDIX B: PROPOSED ARTICLES | 110 |
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| Rights, Privileges, Restrictions and Conditions | 117 |
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| APPENDIX C: PROPOSED BY-LAWS | 141 |
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| APPENDIX D: SECTION 190 OF THE CBCA | 145 |
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