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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): November 11, 2021
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
Registrant’s telephone number, including
area code: (303) 839-5060
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. ¨
TABLE OF CONTENTS
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Golden Minerals Company (the
“Company”) previously announced that Robert P. Vogels, the Company’s Chief Financial Officer (“CFO”), notified
the Company of his plan to retire. On November 11, 2021, Julie Weedman (age 57) accepted an offer of employment to become the Company’s
CFO during the first quarter of 2022. Ms. Weedman is expected to join the Company in January 2022 as Vice President Finance and assume
the Vice President and CFO role following Mr. Vogels’ departure, currently expected following the filing of the Company’s
Form 10-K for the 2021 fiscal year.
Prior to joining the Company,
Ms. Weedman served as Vice President Finance of Aerospace Contacts LLC from March 2020 to January 2022. Ms. Weedman also served as controller
for Cupric Canyon Capital LLC from March 2015 until December 2019 and as the corporate controller of Mercator Minerals Ltd. from June
2012 to January 2015. Prior to joining Mercator, Ms. Weedman worked from 2006 to 2012 for Ducommun Corporation, serving in several capacities,
including site controller and group controller for its Ducommun Technologies division. Prior to joining Ducommun, Ms. Weedman worked as
the site controller for ST Microelectronics in Phoenix. She also spent 10 years at Phelps Dodge Corporation in various financial roles
including assistant controller of Chino Mines Co. in Silver City, New Mexico. Ms. Weedman began her career in public accounting with Deloitte
& Touche. She holds a B.S. in accountancy from Northern Arizona University.
The terms of Ms. Weedman’s employment are
as follows:
| (i) | Ms. Weedman will receive a base annual salary of $250,000 with
a target annual bonus of 50% her base salary, which bonus may be paid in cash or in Key Employee Long Term Incentive Program (“KELTIP”)
units, at the discretion of the Board. |
| (ii) | Ms. Weedman will be granted 450,000 KELTIP units, with one-third
vesting immediately and one-third vesting each of the succeeding two years on the anniversary of issuance. |
| (iii) | Subject to approval by the Board of Directors of the Company,
Ms. Weedman will be eligible to participate in the Company’s long term incentive bonus program, which will provide for target KELTIP
unit grants of 50% of her base salary. |
| (iv) | Ms. Weedman will enter into a change of control agreement with
the Company, which will provide that, upon change of control of the Company, Ms. Weedman will be compensated for two years’ salary
plus her target bonus. |
| (v) | If terminated by the Company other than for cause, Ms. Weedman
will be entitled to severance equal to one year’s salary plus her prorated target bonus for the time worked during the year of
her termination. |
There are no arrangements or understandings between
Ms. Weedman and any other persons pursuant to which Ms. Weedman is to be appointed as CFO. Ms. Weedman does not have any family relationship
with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or
executive officer. Ms. Weedman has no direct or indirect material interest in any transaction or proposed transaction required to be reported
under Section 404(a) of Regulation S-K.
| Item 7.01 |
Regulation FD Disclosure. |
On November 23, 2021, the Company issued a press
release announcing the appointment described in Item 5.02 of this Form 8-K. The full text of the press release is furnished herewith as
Exhibit 99.1 and is incorporated herein by reference.
The information contained in
Item 7.01 of this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing by the company under the Securities Act of 1933 or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits. |
SIGNATURE
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: November 23, 2021
| |
Golden Minerals Company |
| |
|
| |
By: |
/s/ Robert P. Vogels |
| |
|
Name: |
Robert P. Vogels |
| |
|
Title: |
Senior Vice President and Chief Financial Officer |
