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 9, 2024

 

GOLDEN MINERALS COMPANY

(Exact name of registrant as specified in its charter)

 

delaware	1-13627	26-4413382
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

 

350 Indiana Street, Suite 650

Golden, Colorado 80401

 (Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

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 (see General Instruction A.2. below):

 

¨

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 Stock, $0.01 par value		AUMN		NYSE American

 

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As discussed in Item 5.07 below, at the Annual Meeting of Stockholders (the “Meeting”) of Golden Minerals Company (the “Company”) held on May 9, 2024 in Golden, Colorado, the stockholders of the Company voted to approve an amendment to the Company’s 2023 Equity Incentive Plan (the “2023 Plan”) to increase the number of shares of common stock reserved for issuance pursuant to awards from 360,000 shares to 1,400,000 shares (the “2023 Plan Amendment”).

 

The foregoing description of the 2023 Plan Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the 2023 Plan Amendment, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As discussed in Item 5.07 below, at the Meeting, the stockholders of the Company voted to approve an increase in the total number of authorized shares of common stock of the Company from 28,000,000 shares to 100,000,000 shares (the “Authorized Shares Increase”). To effect the Authorized Shares Increase, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Amendment”) on May 13, 2024.

 

The foregoing description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

At the Meeting, six proposals were submitted to the stockholders for approval as set forth in the Proxy Statement. Of the 14,566,382 shares of common stock outstanding and entitled to vote as of the record date, 6,228,266 shares (42.76%) were present or represented by proxy at the Meeting. The stockholders of the Company (1) approved the election of Jeffrey G. Clevenger, Warren M. Rehn, Deborah J. Friedman, Kevin R. Morano and David H. Watkins as directors of the Company to hold office until the 2025 annual meeting of stockholders or until their successors are elected; (2) ratified the appointment of Haynie & Company to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; (3) approved amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized common stock from 28,000,000 shares to 100,000,000 shares; (4) approved an amendment to the Company’s 2023 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance pursuant to awards from 360,000 shares to 1,400,000 shares; (5) approved, on an advisory basis, the compensation of our named executive officers; and (6) voted, on an advisory basis, “3 years” for the frequency of the advisory stockholder vote on the compensation of our named executive officers. The votes on the proposals were cast as set forth below:

 

1.

Election of five directors to hold office until the 2025 annual meeting of stockholders or until their successors are elected.

 

Name		Votes For		Votes Withheld		Broker Non-Votes
Jeffrey G. Clevenger		2,258,907		164,658		3,804,701
Warren M. Rehn		2,296,336		127,229		3,804,701
Deborah J. Friedman		2,266,262		157,303		3,804,701
Kevin R. Morano		2,248,271		175,294		3,804,701
David H. Watkins		2,285,336		138,229		3,804,701

 

2.

Ratification of the appointment of Haynie & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

Votes For		Votes Against		Abstentions
5,731,397		353,753		143,116

 

 

 

 

3.

Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized common stock, par value $0.01, from 28,000,000 shares to 100,000,000 shares.

 

Votes For		Votes Against		Abstentions
4,724,508		1,468,834		34,924

 

4.

Approval of an amendment to the Company’s 2023 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance pursuant to awards from 360,000 shares to 1,400,000 shares.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
1,822,015		586,721		14,829		3,804,701

 

5.

Approval, on an advisory basis, of the compensation of our named executive officers.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
1,880,029		536,817		6,719		3,804,701

 

6.

Approval, on an advisory basis, of the frequency of the advisory stockholder vote on the compensation of our named executive officers.

 

3 Years		2 Years		1 Year		Abstentions		Broker Non-Votes
1,709,391		40,238		653,576		20,360		3,804,701

 

With respect to Proposal 6, the Company’s board of directors, after considering the advisory vote of the stockholders, has determined to provide for an advisory stockholder vote on the compensation of the Company’s named executive officers every three years.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit No.		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Golden Minerals Company.
10.1		Amendment to the Golden Minerals Company 2023 Equity Incentive Plan.
104		Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101).

 

 

 

 

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.

 

Date: May 14, 2024

 

	Golden Minerals Company
	By:	/s/ Julie Z. Weedman
		Name: Julie Z. Weedman
		Title:   Senior Vice President and Chief Financial Officer

 

 

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF GOLDEN MINERALS COMPANY

a Delaware corporation

 

* * * * *

 

Pursuant to Section 242

of the Delaware General Corporation Law

 

* * * * *

 

Golden Minerals Company, a Delaware corporation (the “Corporation”), DOES HEREBY CERTIFY as follows:

 

1.

The name of the corporation is Golden Minerals Company. The Certificate of Incorporation was filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on March 6, 2009. The corporation filed its Amended and Restated Certificate of Incorporation with the Secretary of State on March 24, 2009. The Amended and Restated Certificate of Incorporation was amended on September 2, 2011, May 19, 2016, June 15, 2021 and May 30, 2023.

 

	2.	Upon the Effective Time, ARTICLE IV, Section 4.1(a) is hereby amended to read in its entirety as follows:
		(a) The total number of shares of common stock, par value $0.01 per share (“Common Stock”), that the Company is authorized to issue is 100,000,000.
	3.	This Certificate of Amendment to the Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

 

IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer as of the 10th day of May, 2024.

 

	Golden Minerals Company,
	a Delaware corporation
	/s/ Julie Z. Weedman
	By: Julie Z. Weedman
	Its: Senior Vice President and Chief Financial Officer

 

State of Delaware Secretary of State Division of Corporations Delivered 03:41 PM 05/13/2024 FILED 03:41 PM 05/13/2024 SR 20242075297 -File Number 4651724

 

 

 

 

Exhibit 10.1 

 

GOLDEN MINERALS COMPANY

2023 EQUITY INCENTIVE PLAN

 

Amendment No. 1

 

THIS AMENDMENT No. 1 to the Golden Minerals Company Equity Incentive Plan (the “Plan”) is adopted as of May 10, 2024.

 

WHEREAS, the Board of Directors (the “Board”) of Golden Minerals Company (the “Company”) has the general authority to amend the Plan pursuant to Section 10.5 of the Plan; and

 

WHEREAS, the Board desires to amend the Plan to increase the number of shares of Company common stock available for issuance under the Plan from 360,000 to 1,400,000 shares, subject to and effective upon approval of this Amendment No. 1 by the Company’s stockholders.

 

NOW THEREFORE, the Board hereby amends the Plan as follows:

 

1.

Increase in Share Reserve. Subject to and effective upon approval of this Amendment No. 1 by the Company’s stockholders, Section 4.1 of the Plan is hereby deleted in its entirety and replaced with the following:

 

“4.1    Shares of Common Stock Subject to the Plan; Share Limit. Subject to the adjustment as provided in Sections 8.1 and 10.9, the maximum number of shares of Common Stock available for issuance under the Plan will be equal to 1,400,000, all of which may be granted, in the sole discretion of the Administrator, as Incentive Stock Options. Common Stock issued under the Plan shall be either authorized but unissued shares of Common Stock or, to the extent permitted, shares of Common Stock that have been reacquired by the Company or any Subsidiary.”

 

2.

Effect on Plan. The Plan shall remain unchanged and in full force and effect except as otherwise set forth in this Amendment No. 1.

 

IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this Amendment No. 1 to the Plan as of the date first indicated above.

 

	GOLDEN MINERALS COMPANY
	A Delaware corporation
	/s/ Julie Z. Weedman
	Name: Julie Z. Weedman
	Title: Senior Vice President and Chief Executive Officer

 

 

 

Cover	May 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 09, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	1-13627
Entity Registrant Name	Golden Minerals Co
Entity Central Index Key	0001011509
Entity Tax Identification Number	26-4413382
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	350 Indiana Street
Entity Address, Address Line Two	Suite 650
Entity Address, City or Town	Golden
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80401
City Area Code	303
Local Phone Number	839-5060
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	AUMN
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false

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