RB Global Shareholders Approve EY Auditor, Elect 10 Directors; Hybrid Meeting Proposal Defeated

Key Points

• Shareholders approved the appointment of Ernst & Young LLP as auditor and elected all 10 board nominees, formally setting the board size at 10.
• A non-binding advisory say-on-pay resolution endorsing the company’s executive compensation passed (about 158 million votes for vs. 8 million against), and shareholders also approved a governance resolution allowing directors to determine board size within charter limits.
• A shareholder proposal to require future meetings be held in a hybrid (in-person and virtual) format was defeated, with roughly 58 million votes for and 108 million against after the board recommended a vote against it.

RB Global NYSE: RBA shareholders approved a slate of management proposals at the company’s 2026 Annual and Special Meeting of Shareholders, including the appointment of Ernst & Young LLP as auditor, the election of 10 directors, and an advisory “say-on-pay” resolution supporting the company’s executive compensation approach. Shareholders also rejected a shareholder proposal that would have required future meetings to be held in a hybrid format with both in-person and virtual access.

Meeting opened with quorum and voting procedures

The meeting was held via a virtual webcast and was chaired by Chief Executive Officer and board member Jim Kessler, who said Board Chair Robert Elton had asked him to preside. Kessler introduced other executives and officials attending, including CFO Eric Guerin, Chief Legal Officer Darren Watt, Chief People Officer Jen Schmit, and Corporate Secretary Ryan Welsh. Kessler said Welsh would act as recording secretary and that Amanda Castellano of Broadridge Financial Solutions would serve as scrutineer.

According to Kessler, the preliminary scrutineer’s report indicated that approximately 281,000 shareholders were represented by proxy, covering about 165 million common shares and 485 million Series A senior preferred shares—about 88% of eligible shares. Kessler declared that a quorum was present and that the meeting was properly constituted. He also reminded shareholders that those who had already voted by proxy did not need to vote during the webcast unless they wanted to change their vote.

Auditor appointment approved

Shareholders voted to appoint Ernst & Young LLP Chartered Accountants as auditors until the next annual meeting and to authorize the Audit Committee to set auditor compensation. Kessler reported that a little over 169 million proxy votes were cast in favor of the motion, with approximately 24,000 proxy votes withheld. He declared the motion carried.

Board size set at 10; directors elected

Shareholders approved a resolution setting the number of directors at 10, which required a two-thirds vote. Kessler said the scrutineers reported a little over 169 million proxy votes in favor and approximately 48,000 proxy votes against, and he declared the motion carried.

The company then proceeded with the election of the board’s 10 nominees:

• Robert Elton
• Jim Kessler
• Brian Bales
• Adam DeWitt
• Chloe Harford
• Gregory Morrison
• Tim O’Day
• Michael Sieger
• Deborah Stein
• Carol Stephenson

Kessler said the company did not receive advance notice of any director nominations from shareholders and that the only nominees were those put forward by the board. He reported that the proxies deposited for the meeting were “overwhelmingly voted for the election of each of the directors nominated,” and he declared all nominees duly elected to serve until the next annual meeting or until successors are elected or appointed.

Kessler said final tabulated voting results would be disclosed in the company’s formal report on voting results, to be filed with the SEC and on SEDAR+ within two business days.

Say-on-pay passed; governance proposal approved

Shareholders also approved a non-binding advisory resolution accepting the company’s approach to executive compensation as described in the proxy statement. Kessler reported approximately 158 million proxy votes in favor and approximately 8 million proxy votes against, and he declared the motion carried.

In another governance matter, shareholders approved a resolution empowering the directors to determine the number of directors within the minimum and maximum set out in the company’s articles of continuance, which required a two-thirds vote. Kessler said a little over 168 million proxy votes were cast in favor, with approximately 940,000 proxy votes against, and he declared the motion carried.

Shareholder proposal for hybrid meetings defeated

Shareholders voted down a proposal submitted by The Accountability Board that would have required the company to adopt a policy and amend its governing documents so that all shareholder meetings would be held in a hybrid format with both in-person and virtual access. The proposal included a potential exception “for circumstances of extreme hardship, such as public health emergency or natural disaster,” as presented during the meeting.

Kessler said the board unanimously recommended shareholders vote against the proposal for reasons described in the proxy statement. He reported approximately 58 million proxy votes were cast in favor and approximately 108 million proxy votes against, and he declared the motion defeated.

After concluding the formal agenda, Kessler thanked shareholders, the board, and employees. During the Q&A portion, Corporate Secretary Ryan Welsh said the company had not received any questions, and the webcast ended.

About RB Global NYSE: RBA

RB Global, Inc, an omnichannel marketplace, provides insights, services, and transaction solutions for buyers and sellers of commercial assets and vehicles worldwide. Its marketplace brands include Ritchie Bros., an auctioneer of commercial assets and vehicles offering online bidding; IAA, a digital marketplace connecting vehicle buyers and sellers; Rouse Services, which provides asset management, data-driven intelligence, and performance benchmarking system; SmartEquip, a technology platform that supports customers' management of the equipment lifecycle; and Veritread, an online marketplace for heavy haul transport solution.

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