TABLE OF CONTENTS 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. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ 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 Ritchie Bros. Auctioneers Incorporated (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a 6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0 11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: TABLE OF CONTENTS TABLE OF CONTENTS RITCHIE BROS. AUCTIONEERS INCORPORATED 9500 GLENLYON PARKWAY, BURNABY, BRITISH COLUMBIA V5J 0C6 Dear Fellow Shareholders, On behalf of the Board of Directors we cordially invite you to the Company’s 2021 Annual Meeting of Shareholders to be held on May 6, 2021 at 11:00 a.m. Pacific Time. This year, we will be conducting a virtual-only meeting due to the public health impact of COVID-19. Registered shareholders may participate in our annual meeting online by way of live webcast as outlined in this proxy. 2020 was an unprecedented year as the COVID-19 pandemic had a devastating impact on public health and created a global economic recession and uncertainty. In the face of this adversity, I am proud of how the entire team at Ritchie Bros. came together as a company to help and serve our customers, each other, and our communities while keeping health and safety a top priority. Ann Fandozzi, our new Chief Executive Officer is off to a great start despite challenges posed by COVID-19. Strategic decisions made by Ann, combined with our prior investments in technology allowed for a seamless pivot to 100% online bidding in response to the pandemic. Under Ann’s leadership through this turbulent time, Ritchie Bros. had a record-breaking year from a financial perspective. In 2020 we grew our Gross Transaction Value ~5%, with service revenue increasing ~8%. The transition to 100% online bidding combined with our COVID protocols drove strong margin expansion that delivered ~18% increase in operating income. In addition we increased our dividend per share in 2020 and returned a total of $145m to shareholders through share repurchases and dividends. I am also pleased to note that in these uncertain times, Sharon Driscoll, our Chief Financial Officer, has done a great job protecting and strengthening the balance sheet while giving us the flexibility we need to engage in strategic opportunities that will enhance the long-term value of the company, such as acquiring Rouse Services in December of 2020. Despite the challenges of COVID-19, Ritchie Bros. continued to develop as an organization by putting in place several new senior leaders, acquiring Rouse Services, and completing a comprehensive strategic review in 2020. We believe these steps will pave the way for Ritchie Bros. to become more of a technology company that will pursue the strategic vision of becoming the trusted global marketplace for insights, services, and transaction solutions for commercial assets. This vision is supported by five strategic pillars: Deliver the best customer experience, Deliver the best employee experience, Implement a modern digital architecture, Coordinate growth around an integrated inventory management system, and Accelerate growth through testing pilots and scaling learnings. In addition, Ritchie Bros. reinforced its values by prioritizing the health and welfare of our employees, customers, suppliers and others with whom we partner to run our business activities. We are strictly enforcing all local government and jurisdictional safety guidelines, and, in some instances, we are applying additional over-and-above safety measures. In 2020 we also took our first step in telling our Environmental, Social, Governance (ESG) story by publishing our inaugural sustainability report which is available at our website at https://investor.ritchiebros.com/Sustainability/default.aspx. We understand that Ritchie Bros can be an agent for change in issues that are critical for society and pride ourselves on deep- rooted social commitments to our local communities. Environmentally, Ritchie Bros. is one of the world’s largest practical green re-commerce companies enabling the circular economy by facilitating re-use of equipment. We understand that ESG is not a destination, but a journey and we continue to have an open dialog with all our stakeholders to have a meaningful impact. We are excited and energized by the future we see ahead for Ritchie Bros. with our new CEO and leadership team and our strategic vision. On behalf of the Board of Directors, thank you for your ongoing support and confidence in, Ritchie Bros. Sincerely, Erik Olsson Chair of the Board Ritchie Bros. Auctioneers Incorporated March 23, 2021 TABLE OF CONTENTS RITCHIE BROS. AUCTIONEERS INCORPORATED 9500 GLENLYON PARKWAY, BURNABY, BRITISH COLUMBIA V5J 0C6 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO THE SHAREHOLDERS: NOTICE IS HEREBY GIVEN that an Annual Meeting (the “Meeting”) of the shareholders of RITCHIE BROS. AUCTIONEERS INCORPORATED (the “Company”) will be held in a virtual only format on May 6, 2021 at 11:00 a.m. (Vancouver, BC time), for the following purposes: 1. to receive the financial statements of the Company for the financial year ended December 31, 2020 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 advisory resolution accepting the Company’s approach to executive compensation, as more particularly described in the accompanying proxy statement; 5. to transact such other business as may properly be brought before the Meeting. In light of the on-going developments related to the COVID-19 pandemic and to protect the health of the community and the Company’s shareholders, employees and other stakeholders, 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: www.virtualshareholdermeeting.com/rba2021. To be admitted to vote or ask questions at the Annual Meeting at http://www.virtualshareholdermeeting.com/rba2021 (the “2021 Annual Meeting Website”), you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the 2021 Annual Meeting Website during the Annual 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 12, 2021 as the record date for determining shareholders entitled to receive notice of and to vote at the Meeting. Only registered shareholders of the Company as of March 12, 2021 will be entitled to vote online or by proxy at the Meeting. 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 on the Notice of Internet Availability of Proxy Materials you received for the Meeting. If you received paper copies of our proxy materials, instructions on the three ways to vote 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. Pacific Time on May 4, 2021. 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 thereof. All non-registered shareholders who receive these materials through a broker or other intermediary should complete and