8-K

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): September 5, 2013

GOLD RESOURCE CORPORATION

(Exact name of registrant as specified in its charter)

Colorado (State or other jurisdiction of incorporation or organization) 001-34857 (Commission File Number) 84-1473173 (I.R.S. Employer Identification No.)

2886 Carriage Manor Point

Colorado Springs, CO 80906

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number including area code: (303) 320-7708

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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 5, 2013, William Reid notified the Board of Directors of his intention to retire from Gold Resource Corporation (the “Company). William Reid intends to retire from his role as Chief Executive Officer effective September 30, 2013. He will continue to serve as Chairman of the Board of Directors to assist the Company with an orderly leadership transition. In consideration of Mr. Reid’s length of tenure as a founder of the Company and his efforts and contributions on behalf of the Company, the Compensation Committee of the Board of Directors approved a severance payment to Mr. Reid of $1.8 million upon his retirement as Chief Executive Officer. Mr. Reid will also receive a monthly retainer fee consistent with the compensation program of the Company’s non-executive directors for so long as he continues to serve on the Board of Directors.

The Board of Directors selected Jason Reid, President of the Company, to succeed William Reid as Chief Executive Officer effective October 1, 2013. Jason Reid shall continue to serve as President and a director of the Company in addition to his new role as CEO. On September 9, 2013, the Company and Jason Reid entered into Amendment No. 1 (the “Amendment”) to that certain Amended and Restated Executive Employment Agreement dated July 1, 2010 between the Company and Jason Reid (“Jason Reid Employment Agreement”) to reflect his new duties as CEO and to provide an appropriate adjustment in compensation commensurate with such duties. The Amendment is effective October 1, 2013 for a three year term and increases Mr. Reid’s annual compensation to $500,000 from $425,000, as approved by the Compensation Committee of the Board of Directors. All other terms of the Jason Reid Employment Agreement remain unchanged. A copy of the Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference. The description of the Amendment above is intended to be a summary only and is qualified in its entirety by reference to such amendment.

Prior to his appointment as CEO, Jason Reid, age 40, served as President of the Company since July 1, 2010 and as a director since November 2010. He had previously served as the Company’s Vice President of Corporate Development since January 2008. Mr. Reid initially joined the Company in May 2006. From January 1996 until May 2006, Mr. Reid served as President of Reid Farrier, Inc., formerly known as Reid Fencing, Inc., a business he founded which focused operations in the equine and construction industries. Mr. Reid received a Bachelor of Science degree in Anthropology with an emphasis on Archaeology in 1995 from Fort Lewis College. Jason Reid is the son of William Reid, Chairman of the Board of Directors.

Item 7.01 Regulation FD Disclosure.

On September 10, 2013, the Company issued a press release regarding the retirement of William Reid and the appointment of Jason Reid as CEO of the Company. A copy of the press release is attached to this report as Exhibit 99.1.

The information furnished under this Item 7.01, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.

Item 9.01 Financial Statements and Exhibits.

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

10.1	Amendment No. 1 to Amended and Restated Executive Employment Agreement with Jason Reid.
99.1	Press release dated September 10, 2013.*

* This document is not being “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Registration Statements or other documents filed with the Securities and Exchange Commission shall not incorporate this exhibit by reference, except as otherwise expressly stated in such filing.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	GOLD RESOURCE CORPORATION
Date: September 10, 2013	By:	/s/ William W. Reid
	Name:	William W. Reid
	Title:	Chief Executive Officer

Exhibit Index

The following is a list of the Exhibits included herewith.

Exhibit Number	Description of Exhibit
10.1	Amendment No. 1 to Amended and Restated Executive Employment Agreement with Jason Reid.
99.1	Press release dated September 10, 2013.*

* This document is not being “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Registration Statements or other documents filed with the Securities and Exchange Commission shall not incorporate this exhibit by reference, except as otherwise expressly stated in such filing.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

This Amendment No. 1 to that certain Amended and Restated Executive Employment Agreement dated July 1, 2010 (this “Amendment”) is made by and between Gold Resource Corporation (the “Company”) and Jason D. Reid (the “Executive”), effective as of October 1, 2013, with reference to the following facts:

WHEREAS, (i) the Company and the Executive entered into that Amended and Restated Executive Employment Agreement effective July 1, 2010 (the “Agreement”) and (ii) the parties desire to amend the Agreement as set forth herein.

NOW THEREFORE, in consideration of the foregoing recitals and the provisions contained herein, the adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Amendment. The Agreement is hereby amended as follows:

1.1 Section 1 of the Agreement is hereby deleted and replaced in its entirety with the following:

“1. Employment; Duties. The Company hereby agrees to employ the Executive effective as of October 1, 2013 (the “Effective Date”) as its Chief Executive Officer and President, and the Executive hereby agrees to serve in such capacity. The Executive’s primary area of responsibility shall be to serve as the Chief Executive Officer and President of the Company, and discharge the duties incident to those offices. The Executive shall have general management responsibility for the Company as necessary and appropriate for the conduct of the business and affairs of the Company. In addition, the Executive may negotiate and execute contracts, deeds, and other instruments on behalf of the Company as are necessary and appropriate for the conduct of the business and affairs of the Company and preside at meetings of shareholders. The Executive shall at all times report to and take direction from the Board of Directors of the Company (the “Board of Directors”), and shall perform such additional duties, not inconsistent with his position, as shall be designated from time to time by the Company”

1.2 Section 4.1 of the Agreement is hereby deleted and replaced in its entirety with the following:

“4.1 Base Salary. As compensation for the Executive’s services rendered hereunder, the Company shall pay to the Executive a base salary at an annual rate equal to five hundred thousand dollars ($500,000) (the “Base Salary”). The Base Salary shall be payable to the Executive on a monthly basis in accordance with the Company’s standard policies for management personnel.”

2. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Colorado without regard to the conflict of laws of such state.

3. Counterparts. This Amendment may be executed in separate counterparts, each of which so executed and delivered shall constitute an original but all such counterparts shall together constitute one and the same instrument and any one of which may be used to evidence this Amendment.

4. Severability. All provisions of this Amendment are severable and any provision which may be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remaining provisions of this Amendment and the parties hereto agree to cooperate to provide a legal substitute for any provision which is prohibited by law.

5. Entire Agreement; Modifications and Amendments. This Amendment, together with the Agreement, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings both oral and written, between the parties with respect to the subject matter hereof. No provision of this Amendment may be amended or waived unless such amendment or waiver is agreed to in writing, signed by the parties to this Amendment.

IN WITNESS WHEREOF, each of the parties hereto have executed this Amendment to be effective as of the date first written above.

THE COMPANY:
Gold Resource Corporation, a Colorado corporation
By:	/s/ William W. Reid
Name: William W. Reid
Title: Chairman of the Board of Directors
EXECUTIVE:
By:	/s/ Jason D. Reid
Jason D. Reid

2

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	NEWS
September 10, 2013	NYSE MKT: GORO

GOLD RESOURCE CORPORATION CEO WILLIAM REID TO RETIRE; JASON REID NAMED AS SUCCESSOR CEO

COLORADO SPRINGS – September 10, 2013 – Gold Resource Corporation (NYSE MKT: GORO) (the “Company”) announced today that Chief Executive Officer William (Bill) Reid intends to retire from the Company. Mr. Reid will step down as CEO effective September 30, 2013. He will continue to serve as Chairman on the Company’s Board of Directors to assist the Company with an orderly leadership transition. Jason Reid, the Company’s President, was unanimously selected by the Board of Directors to succeed Bill Reid as the Company’s CEO effective October 1, and will continue to serve as its President and a director.

“I come to this retirement decision with appreciation for all of the people I have known and worked with during my career. I embark on my retirement with the strong belief that the Company is in great hands to continue building value for its shareholders. I am excited about the Company’s future led by Jason Reid as President and CEO and the excellent team of professionals we have assembled,” stated Mr. Bill Reid.

Jason Reid was appointed President of the Company in July 2010 and also served as Vice President of Corporate Development from January 2008 to July 2010. He was named to the Board of Directors in 2010. Jason joined the Company in 2006. The Board of Directors believes he has been instrumental in managing the Company from its evolution as a precious metal explorer to a precious metal producer and dividend payer and will continue to provide a continuity of strategy, culture and vision for the organization.

In addition to naming a successor CEO, the Board of Directors appointed Mr. Bill Conrad to serve as Vice Chairman of the Board. Mr. Conrad is the Company’s longest tenured independent director, having served on the Board since the Company went public in 2006. Mr. Conrad currently serves as Chairman of the Board of PetroShare Corp., a privately held oil and gas exploration company. He also serves as a director of Synergy Resources Corporation, a publicly traded oil and gas company with securities listed on the NYSE MKT. From 1990 to 2012, Mr. Conrad served as vice president and director of MCM Capital Management, Inc., a privately held financial and management consulting firm.

Gold Resource Corporation is a low-cost gold producer with operations in the southern state of Oaxaca, Mexico. The Company has returned over $88 million to shareholders in monthly dividends since production July 1, 2010, and offers shareholders the option to convert their cash dividends into physical gold and silver and take delivery.

About GRC:

Gold Resource Corporation is a mining company focused on production and pursuing development of gold and silver projects that feature low operating costs and produce high

returns on capital. The Company has 100% interest in six potential high-grade gold and silver properties in Mexico’s southern state of Oaxaca. The Company has 53,379,369 shares outstanding, no warrants and no debt. Gold Resource Corporation offers shareholders the option to convert their cash dividends into physical gold and silver and take delivery. For more information, please visit GRC’s website, located at www.Goldresourcecorp.com and read the Company’s 10-K for an understanding of the risk factors involved.

Cautionary Statements:

This press release contains forward-looking statements that involve risks and uncertainties. The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this press release, the words “plan”, “target”, “anticipate,” “believe,” “estimate,” “intend” and “expect” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, without limitation, the statements regarding Gold Resource Corporation’s strategy, future plans for production, future expenses and costs, future liquidity and capital resources, and estimates of mineralized material. All forward-looking statements in this press release are based upon information available to Gold Resource Corporation on the date of this press release, and the company assumes no obligation to update any such forward-looking statements. Forward looking statements involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. The Company’s actual results could differ materially from those discussed in this press release. In particular, there can be no assurance that production will continue at any specific rate. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the Company’s 10-K filed with the SEC.

Contacts:

Corporate Development

Greg Patterson

303-320-7708

www.Goldresourcecorp.com