Delaware | 001-35770 | 27-3431051 |
(State or other jurisdiction of | (Commission | (I.R.S. Employer |
incorporation or organization) | File Number) |
Identification No.)
|
3700 Buffalo Speedway, Suite 925 | ||
Houston, Texas | 77098 | |
(Address of principal executive offices)
|
(Zip Code) |
Registrant’s Telephone Number, including area code: (713) 877-1311
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, Par Value $0.01 per share
|
CTGO
|
OTCQB
|
Item 1.01.
|
Entry into a Material Definitive Agreement.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Name and Title
|
2021 Base Salary
|
Rick Van Nieuwenhuyse
President and Chief Executive Officer
|
$400,000
|
Brad Juneau
Executive Chairman
|
$275,000
|
Leah Gaines
Vice President, Chief Financial Officer, Chief Accounting Officer, Treasurer and Secretary
|
$270,000
|
Name and Title
|
Number of Shares of Restricted Stock
|
Rick Van Nieuwenhuyse
President and Chief Executive Officer
|
75,000
|
Brad Juneau
Executive Chairman
|
20,000
|
Leah Gaines
Vice President, Chief Financial Officer, Chief Accounting Officer, Treasurer and Secretary
|
10,000
|
1.
|
To elect five persons to serve as directors of the Company until the annual meeting of stockholders in 2021;
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2.
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To ratify the appointment of Moss Adams LLP as the independent auditors of the Company for the fiscal year ending June 30, 2021;
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3.
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To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of its Common Stock from 30,000,000 shares to 45,000,000 shares;
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4.
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To conduct a non-binding advisory vote to approve the compensation of the Company’s named executive officers;
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5.
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To conduct a non-binding, advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers; and
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6.
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To approve the grant of discretionary authority to the chairman of the Annual Meeting to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient
votes at the time of the Annual Meeting to approve any of Proposals 1-5.
|
1.
|
Proposal 1: Each of the director nominees was elected to the Board to serve as a director until the 2021 annual meeting of stockholders of the Company and until his respective successor is duly
elected and qualified:
|
Name |
For |
Against |
Abstain |
Broker Non-Votes
|
Brad Juneau
|
4,905,074
|
22,170
|
795
|
456,898
|
Rick Van Nieuwenhuyse
|
4,905,395
|
21,849
|
795
|
456,898
|
Joseph S. Compofelice
|
4,460,246
|
466,998
|
795
|
456,898
|
Joseph G. Greenberg
|
4,459,866
|
467,378
|
795
|
456,898
|
Richard A. Shortz
|
4,460,271
|
466,973
|
795
|
456,898
|
2.
|
Proposal 2: The proposal to ratify the appointment of Moss Adams LLP as the independent auditors of the Company for the fiscal year ending June 30, 2021 was approved by the following number of votes:
|
For |
Against |
Abstain |
Broker Non-Votes
|
5,384,374
|
79
|
484
|
¾
|
3.
|
Proposal 3: The proposal to approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of its Common Stock from 30,000,000 shares to 45,000,000
shares was approved by the following number of votes:
|
For |
Against |
Abstain |
Broker Non-Votes
|
4,960,791
|
418,881
|
5,265
|
¾
|
4.
|
Proposal 4: The proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers was approved by the following number of votes:
|
For |
Against |
Abstain |
Broker Non-Votes
|
4,920,448
|
1,343
|
6,248
|
456,898
|
5.
|
Proposal 5: The proposal to approve, on a non-binding, advisory basis, the frequency of the advisory vote on the compensation of the Company’s named executive officers was approved to be on an annual basis by the following
number of votes:
|
One Year
|
Two Years
|
Three Years
|
Abstain
|
Broker Non-Votes
|
4,204,919
|
445,277
|
271,406
|
6,437
|
456,898
|
6.
|
Proposal 6: The proposal to approve the grant of discretionary authority to the chairman of the Annual Meeting to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event
that there are not sufficient votes at the time of the Annual Meeting to approve any of Proposals 1-5 was approved by the following number of votes:
|
For |
Against |
Abstain |
Broker Non-Votes
|
5,339,885
|
43,839
|
1,213
|
¾
|
Item 7.01.
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Regulation FD Disclosure.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
|
Description of Exhibit
|
CONTANGO ORE, INC. | |||
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By:
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/s/ Leah Gaines | |
Leah Gaines | |||
Vice President, Chief Financial Officer, Chief Accounting | |||
Officer, Treasurer and Secretary |