Form 8-K - Current report

0001828377false00018283772024-05-232024-05-23

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K
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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of the earliest event reported): May 23, 2024
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Commission file number: 333-249533

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FORTITUDE GOLD CORPORATION

(Exact name of registrant as specified in its charter)

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Colorado	85-2602691
(State of Other Jurisdiction of incorporation or Organization)	(I.R.S. Employer Identification No.)
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2886 Carriage Manor Point, Colorado Springs, CO	80906
(Address of principal executive offices)	(Zip code)

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

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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):

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of Each Class	​	Trading Symbol(s)	​	Name Of Each Exchange On Which Registered
N/A	​	N/A	​	N/A

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Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

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Emerging growth company ☒

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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. ☒

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Item 5.07 Submission of Matters to a Vote of Security Holders.

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On May 22, 2024, Fortitude Gold Corporation (the “Company”) held its annual shareholders’ meeting. At the annual meeting, the shareholders elected the two individuals nominated to be directors and ratified the appointment of Haynie & Company as the Company's independent registered public accounting firm for the year ending December 31, 2024.

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Election results for the nomination of directors are as follows:

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​	​	Shares Voted
Name of Nominee		For		Withheld
Jason D. Reid	​	5,198,444	​	853,681
Bill M. Conrad	​	5,148,297	​	903,827

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Election results for the ratification of the appointment of Haynie & Company as the Company’s independent registered public accounting firm for the year ending December 31, 2024 are as follows:

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For		Against		Abstain
14,506,026	​	28,798	​	17,496

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Item 9.01  Financial Statements and Exhibits.

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(d)  Exhibits. The following exhibits are furnished with this report:

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104Inline XBRL for the cover page of this Current Report on Form 8-K.

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SIGNATURE

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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.

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Date:  May 23, 2024	FORTITUDE GOLD CORPORATION
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​	By:	/s/ Jason D. Reid
​	​	Jason D. Reid, Chief Executive Officer

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Document and Entity Information	May 23, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 23, 2024
Entity File Number	333-249533
Entity Registrant Name	FORTITUDE GOLD CORPORATION
Entity Incorporation, State or Country Code	CO
Entity Tax Identification Number	85-2602691
Entity Address, Address Line One	2886 Carriage Manor Point
Entity Address, City or Town	Colorado Springs
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80906
City Area Code	719
Local Phone Number	717-9825
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	N/A
Trading Symbol	N/A
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Central Index Key	0001828377
Amendment Flag	false

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