UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders
Results of Annual General Meeting of Shareholders
On April 29, 2021, Vista Gold Corp. (the “Corporation’) held its annual general and special meeting of shareholders via live teleconference at 10:00 a.m. (Mountain time). A total of 52,443,389 common shares in the capital of the Company (“Common Shares”) were represented at the meeting, being 50.52% of the Common Shares issued and outstanding on the record date for the meeting.
Detailed results for the ballot votes are as follows:
| Election of Directors | Votes For |
Votes Withheld/ Abstain |
Broker Non-Votes |
| John M. Clark | 27,230,128 | 644,557 | 24,586,704 |
| Frederick H. Earnest | 27,514,692 | 359,993 | 24,586,704 |
| W. Durand Eppler | 27,223,889 | 650,796 | 24,586,704 |
| Deborah J. Friedman | 27,353,370 | 521,315 | 24,586,704 |
| C. Thomas Ogryzlo | 27,209,026 | 665,659 | 24,586,704 |
| Michael B. Richings | 27,025,567 | 849,118 | 24,586,704 |
| Tracy A. Stevenson | 27,248,661 | 626,024 | 24,586,704 |
| Proposal | Votes For |
Withheld/ Abstain |
Against | Broker Non-Votes |
| Approve Appointment of Plante & Moran, PLLC | 52,040,919 | 402,470 | 0 | 0 |
| Proposal | Votes For |
Withheld/ Abstain |
Against | Broker Non-Votes |
| Advisory Vote on Executive Compensation | 26,444,502 | 698,856 | 726,788 | 24,586,704 |
| Proposal | Votes For |
Withheld/ Abstain |
Against | Broker Non-Votes |
| Approve All Unallocated Stock Options Under the Corporation’s Stock Option Plan | 26,148,450 | 399,767 | 1,326,468 | 24,586,704 |
All nominees for election to the Corporation’s Board of Directors were elected to the Board of Directors and will serve until the Corporation’s 2022 annual meeting of shareholders or until successors are duly elected and qualified. In addition, at the Meeting, shareholders appointed Plante & Moran, PLLC as auditors of the Company, and passed ordinary resolutions to approve, on an advisory basis, the compensation of the Corporation’s Named Executive Officers and all unallocated stock options under the Corporation’s Stock Option Plan.
Item 7.01 Regulation FD
On April 29, 2021, the Registrant issued a press release announcing the voting results from its annual general and special meeting of shareholders held on Thursday, April 30, 2020 in Littleton, Colorado.
A copy of the press release is attached to this report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Exhibits
99.1 Press Release dated April 29, 2021*
*The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| VISTA GOLD CORP. | ||
| (Registrant) | ||
| Dated: April 29, 2021 | By: | /s/ Frederick H. Earnest |
| Frederick H. Earnest | ||
| President and Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated April 29, 2021* |
*The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.