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8-K

Golden Minerals Co (AUMN)

8-K 2021-06-11 For: 2021-06-10
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Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CurrentReport

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2021

GOLDEN MINERALS COMPANY

(Exact name of registrant as specified in its charter)

DELAWARE 1-13627 26-4413382
(State or other jurisdiction<br><br><br>of incorporation or organization) (Commission<br><br><br>File Number) (I.R.S. Employer<br><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<br>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 Symbol(s) Name of each exchange on whichregistered
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.  ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

Of the 162,245,610 shares of common stock outstanding and which are entitled to vote as of the record date, 91,423,665 shares (56.35%) 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 2022 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, 2021, (3) approved an increase in the Company’s authorized common stock from 200,000,000 to 350,000,000 shares by amending the Company’s Amended and Restated Certificate of Incorporation, and (4) approved, on an advisory basis, the compensation of our named executive officers. The votes on the proposals were cast as set forth below:

1. Election of seven (7) directors to hold office until the 2022 annual meeting of stockholders or until<br>their successors are elected.
Name Votes For Votes Withheld Broker Non-Votes
--- --- --- --- --- --- ---
Jeffrey G. Clevenger 62,396,564 5,879,469 23,147,632
Warren M. Rehn 66,935,320 1,340,713 23,147,632
W. Durand Eppler 62,568,601 5,707,432 23,147,632
Kevin R. Morano 62,930,060 5,345,973 23,147,632
Terry M. Palmer 62,995,864 5,280,169 23,147,632
Andrew N. Pullar 66,776,561 1,499,472 23,147,632
David H. Watkins 66,770,639 1,505,394 23,147,632
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, 2021.
--- ---
Votes For Votes Against Abstentions
--- --- ---
89,537,895 1,019,454 866,316
3. Approval of an increase in the Company’s authorized common stock from 200,000,000 to 350,000,000 shares by<br>amending the Company’s Amended and Restated Certificate of Incorporation.
--- ---
Votes For Votes Against Abstentions
--- --- ---
81,431,578 9,606,233 385,854
4. Approval, on an advisory basis, of the compensation of our named executive officers.
--- ---
Votes For Votes Against Abstentions Broker Non-Votes
--- --- --- ---
64,756,845 2,715,698 803,490 23,147,632

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 11, 2021
Golden Minerals Company
By: /s/ Robert P. Vogels
Name: Robert P. Vogels
Title: Senior Vice President and Chief Financial Officer