UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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| 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 | ||