8-K
Golden Minerals Co (AUMN)
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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) ofthe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December9, 2021
GOLDEN MINERALS COMPANY
(Exact name of registrant as specified in its charter)
| delaware | 1-13627 | 26-4413382 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>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. |
|---|---|
| Item 7.01 | Regulation FD Disclosure. |
| Item 9.01 | Financial Statements and Exhibits. |
| Signature |
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Item 5.02 Departure of Directors or Principal Officers; Electionof Directors; Appointment of Principal Officers.
On December 9, 2021, the Board of Directors (the “Board”) of Golden Minerals Company (“Golden Minerals” or the “Company”), voted to increase the size of the Board to eight directors and appointed Deborah Friedman to serve as a director of the Company effective December 9, 2021. Ms. Friedman will serve on the Audit Committee and the Corporate Gevernance and Nominating Committee of the Board and will hold her position as a director of the Company until the 2022 annual meeting of the Company’s stockholders.
Ms. Friedman will be entitled to receive the same compensation for service as a non-employee director as is currently provided to the other non-employee directors serving on the Board and will accordingly receive prorated cash compensation of $10,000. In connection with her appointment to the Board, Ms. Friedman was also granted, effective December 9, 2021, 100,000 restricted stock units (“RSUs”), of which 66,667 RSUs immediately vested on the grant date and 33,333 RSUs will vest on the first to occur of (i) the Company’s 2022 annual stockholder meeting, and (ii) a Change of Control as defined in the Company’s Amended and Restated 2009 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of Golden Minerals’ common stock, and shares of common stock represented by vested RSUs will be issued to Ms. Friedman on the date on which Ms. Friedman ceases to be a member of the Board.
The Board determined that Ms. Friedman is an “independent director” as defined by Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and by the rules of the NYSE American rules. There are no arrangements or understandings between Ms. Friedman and any other person pursuant to which she was selected as a director, nor are there any transactions, or proposed transactions, to which the Company was or is to be a party and in which Ms. Friedman had or will have a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K, nor are there any family relationships among Ms. Friedman and any other directors or officers of the Company
Item 7.01 Regulation FD
On December 13, 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 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. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| ExhibitNo. | Description |
| --- | --- |
| 99.1 | Press release of Golden Minerals Company, dated December 13, 2021, announcing that Deborah Friedman Joins Golden Minerals’ Board of Directors. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: December 13, 2021
| Golden Minerals Company | ||
|---|---|---|
| By: | /s/ Robert P. Vogels | |
| Name: | Robert P. Vogels | |
| Title: | Senior Vice President, Chief Financial Officer and Corporate<br>Secretary |
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Exhibit 99.1
Deborah FriedmanJoins Golden Minerals’ Board of Directors
GOLDEN, CO - /BUSINESS WIRE/ - December 13, 2021 – Golden Minerals Company (“Golden Minerals” or the “Company”) (NYSE American: AUMN and TSX: AUMN) announced today that Deborah Friedman has been appointed to serve on the Company’s board of directors, effective December 9, 2021. She will serve as a member of the Audit Committee and the Corporate Governance and Nominating Committee of the board of directors. Following Ms. Friedman’s appointment, the board is comprised of eight directors, seven of whom are independent as defined by the NYSE American.
Ms. Friedman is a retired partner currently serving as senior of counsel at Davis Graham and Stubbs, LLP (“DGS”), a law firm based in Denver, Colorado, where her practice has focused primarily on corporate finance, securities, corporate governance, and domestic and international mergers and acquisitions matters for both publicly traded and privately held companies, with specific expertise in the mining industry. She previously served as senior vice president, general counsel and corporate secretary for Golden Minerals between 2009 and 2015 under an arrangement whereby she split her time between Golden Minerals and DGS. From 2007 to 2009 Ms. Friedman served as senior vice president, general counsel and corporate secretary of Apex Silver Mines Limited, predecessor to Golden Minerals. Prior to DGS she spent 16 years working in varied positions in the legal departments of Cyprus Amax Minerals Company and AMAX Gold Inc. She has served on the board of directors of Vista Gold (NYSE American: VGZ and TSX: VGZ) since March 2019.
Ms. Friedman has received numerous accolades and recognition for her work, including being featured in the International Who’s Who of Mining Lawyers by Law Business Research Ltd., and The Best Lawyers in America^©^. Ms. Friedman holds a Bachelor of Arts Degree in History from the University of Illinois and a Juris Doctor Degree from the University of Michigan Law School.
Jeffrey Clevenger, Chairman of the Board of Directors for Golden Minerals, commented, “We enthusiastically welcome Deborah back to the Golden Minerals team and feel fortunate to have the benefit of her vast experience, notably as the Company moves forward into 2022 with the benefit of Rodeo cash flow and the potential for additional cash flow from Velardeña.”
About Golden Minerals
Golden Minerals is a growing gold and silver producer based in Golden, Colorado. The Company is primarily focused on producing gold and silver from its Rodeo Mine and advancing its Velardeña Properties in Mexico and, through partner funded exploration, its El Quevar silver property in Argentina, as well as acquiring and advancing selected mining properties in Mexico, Nevada and Argentina.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, and applicable Canadian securities legislation, including statements regarding future cash flows. These statements are subject to risks and uncertainties, including the overall impact of the COVID-19 pandemic, fluctuations in silver and gold prices, and declines in general economic conditions. Golden Minerals assumes no obligation to update this information. Additional risks relating to Golden Minerals may be found in the periodic and current reports filed with the SEC by Golden Minerals, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
GOLDEN MINERALS COMPANY
350 Indiana Street – Suite 650 – Golden, Colorado 80401 – Telephone (303) 839-5060
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For additional information please visit http://www.goldenminerals.com/ or contact:
Golden Minerals Company
Karen Winkler, Director of Investor Relations
(303) 839-5060
SOURCE: Golden Minerals Company
GOLDEN MINERALS COMPANY
350 Indiana Street – Suite 650 – Golden, Colorado 80401 – Telephone (303) 839-5060
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