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8-K/A

Golden Minerals Co (AUMN)

8-K/A 2020-06-16 For: 2020-06-10
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Added on April 06, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K/A

(AmendmentNo. 1)

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2020


GOLDEN MINERALS COMPANY

(Exact name of registrant as specified in its charter)

DELAWARE ****<br><br> <br>1-13627 ****<br><br> <br>26-4413382
(State or other jurisdiction<br> of<br><br> incorporation or <br><br>organization) (Commission<br><br> <br>File Number) (I.R.S. Employer<br><br>Identification Number)

350 Indiana Street, Suite 650

Golden, Colorado 80401

(Address of principal executive offices) (Zip Code)

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)
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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br><br> <br>Symbol(s) Name of each exchange<br><br> <br>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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.07 Submission of Matters to a Vote of Security Holders
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Signature

EXPLANATORY NOTE

On June 12, 2020, Golden Minerals Company (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) disclosing the results of the votes cast as reported by an independent third party at its 2020 Annual Meeting of Stockholders (the “Annual Meeting”), which was held on June 10, 2020. The voting results for Proposal No. 3 were incorrectly tabulated and were subsequently disclosed in the Original Form 8-K. This Current Report on Form 8-K/A amends the Original Form 8-K to (i) disclose the correct voting results for Proposal No. 3, (ii) state that Proposal No. 3 was not approved by the stockholders, (iii) disclose that the Company has retracted its filing of the Third Amendment to its Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on June 11, 2020, and (iv) restate the remaining information included in the Original Form 8-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 11, 2020, the Company filed a Third Amendment to the Amended and Restated Certificate of Incorporation (the “Third Amendment”) in order to increase the number of authorized shares of common stock from 200,000,000 shares to 300,000,000 shares, as provided in Proposal No. 3 submitted to the stockholders at the Annual Meeting. As noted above, due to an error in tabulating the votes, the Company has determined that it did not receive sufficient votes in favor of the amendment (without counting broker non-votes, which is the position disclosed by the Company in its proxy statement). Therefore, the Company has filed a Certificate of Correction in order to render the Third Amendment null and void.

Item 5.07 Submission of Matters to a Vote of Security Holders

Of the 127,858,935 shares of common stock outstanding and which are entitled to vote as of the record date, 93,467,202 shares (73.10%) were present or represented by proxy at the Meeting.  The Company’s stockholders (1) approved the election of Jeffrey G. Clevenger, Warren M. Rehn, W. Durand Eppler, Kevin R. Morano, Terry M. Palmer, Andrew N. Pullar and David H. Watkins as directors of the Company to hold office until the 2021 annual meeting of stockholders or until their successors are elected, (2) ratified the appointment of Plante & Moran, PLLC to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, and (3) did not approve an increase in the Company’s authorized common stock from 200,000,000 to 300,000,000 shares by amending the Company’s Amended and Restated Certificate of Incorporation. The votes on the proposals were cast as set forth below:

1. Election of seven (7) directors to hold office until the 2021 annual meeting of stockholders or<br>until their successors are elected.
Name Votes For Votes Withheld Broker Non-Votes
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Jeffrey G. Clevenger 65,811,982 2,240,716 25,414,504
Warren M. Rehn 67,437,392 615,306 25,414,504
W. Durand Eppler 66,273,347 1,779,351 25,414,504
Kevin R. Morano 67,355,697 697,001 25,414,504
Terry M. Palmer 67,380,699 671,999 25,414,504
Andrew N. Pullar 67,535,321 517,377 25,414,504
David H. Watkins 67,419,724 632,974 25,414,504
2. Ratification of the selection of Plante & Moran, PLLC to serve as the Company's independent<br>registered public accounting firm for the fiscal year ending December 31, 2020.
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Votes For Votes Against Abstentions
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92,130,576 352,308 984,317
3. Approval of an increase in the Company’s authorized common stock from 200,000,000 to 300,000,000<br>shares by amending the Company’s Amended and Restated Certificate of Incorporation.
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Votes For Votes Against Abstentions Broker Non-Votes
--- --- --- ---
60,689,258 5,990,871 1,372,569 25,414,504

Because a majority of the Company’s issued and outstanding common stock did not vote in favor of Proposal No. 3 (not including broker non-votes), this Proposal was not approved.

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: June 16, 2020

Golden Minerals Company
By: /s/ Robert P. Vogels
Name: Robert P. Vogels
Title: Senior Vice President and Chief Financial Officer