8-K
Golden Minerals Co (AUMN)
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): April 26, 2022
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) |
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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 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 | |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| --- | --- |
On April 26, 2022, John Galassini (age 58) accepted an offer of employment to become the Chief Operating Officer of Golden Minerals Company (the “Company”). His official start date with the Company is May 9, 2022.
Mr. Galassini most recently served as Executive Vice President and Chief Operating Officer for Sabre Gold Mines Corporation from March 2021 to April 2022. Prior to that, he provided independent advisory services to numerous mining companies from March 2017 to March 2021. Before that, he was the Senior Vice President – Mining at Nyrstar from December 2014 through March 2017 and prior to that, he was the Chief Operating Officer for Sunshine Silver Mines from 2011 through 2013. He began his career with Phelps Dodge, serving as General Manager at the Morenci copper mine in Arizona, President of Minera Candelaria in Chile, and ultimately rising to the role of Senior Vice President of North America Operations where he was responsible for seven large mining operations and two smelters. He later served as Regional Vice President, North America, for Kinross Gold from 2009 to 2011, where he was responsible for the company’s exploration and mining operations in North America. He received a Bachelor of Science degree in chemical engineering from New Mexico State University and is a member of the Society for Mining, Metallurgy and Exploration.
The terms of Mr. Galassini’s employment are as follows:
| (i) | Mr. Galassini will receive a base annual salary of $275,000 with a target annual bonus of 50% of his base salary, which bonus may be paid in cash, Key Employee Long Term Incentive Program (“KELTIP”) units, or a combination thereof, at the discretion of the Board. |
|---|---|
| (ii) | Mr. Galassini will be granted 500,000 KELTIP units, with one-half vesting upon each of the two succeeding anniversaries of his start date, May 9, 2022. |
| --- | --- |
| (iii) | Subject to approval by the Board of Directors of the Company, Mr. Galassini will be eligible to participate in the Company’s long term incentive bonus program, with target KELTIP unit grants of 50% of his base salary. |
| --- | --- |
| (iv) | Mr. Galassini will enter into a change of control agreement with the Company, which will provide that, upon termination in connection with a change of control of the Company, Mr. Galassini will be entitled to receive two years’ salary plus his target bonus. |
| --- | --- |
| (v) | If terminated by the Company other than for cause, Mr. Galassini will be entitled to severance equal to one year’s salary plus his prorated target bonus for the time worked during the year of his termination. |
| --- | --- |
There are no arrangements or understandings between Mr. Galassini and any other persons pursuant to which Mr. Galassini is to be appointed as COO. Mr. Galassini does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Mr. Galassini has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On May 2, 2022, 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 Securities Exchange Act of 1934 (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 May 2, 2022, announcing new COO. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: May 2, 2022
| Golden Minerals Company | ||
|---|---|---|
| By: | /s/ Julie Z. Weedman | |
| Name: | Julie Z. Weedman | |
| Title: | Senior Vice President and Chief Financial Officer |
Exhibit 99.1
Golden Minerals AnnouncesAppointment of John Galassini as Chief Operating Officer
GOLDEN, CO - /BUSINESS WIRE/ - May 2, 2022 – Golden Minerals Company (“Golden Minerals”, “Golden” or the “Company”) (NYSE American: AUMN and TSX: AUMN) announced today that mining operations executive John Galassini has joined the Company as its Chief Operating Officer, effective May 9, 2022.
We are very pleased to welcome John Galassini to the Golden Minerals executive team. John brings to the role more than 30 years of mining operations experience, during which he has successfully managed some of the world’s largest open pit mines and numerous underground operations. As COO, John will be responsible for leading the Company’s Mexican mining operations, including the operating Rodeo gold-silver mine and the Velardeña Properties, our underground gold-silver mines that are nearing a production restart decision.
Mr. Galassini began his career with Phelps Dodge, serving as General Manager at the Morenci copper mine in Arizona, President of Minera Candelaria in Chile, and ultimately rising to the role of Senior Vice President of North America Operations where he was responsible for seven large mining operations and two smelters. He later served as Regional Vice President, North America, for Kinross Gold, where he controlled capital and operating budgets totaling around US$ 500 million. Subsequent roles include the Chief Operating Officer role at Sunshine Silver Mines and Senior Vice President Mining for Nyrstar in Zurich, Switzerland. He most recently served as Executive Vice President and Chief Operating Officer for Sabre Gold Mines Corporation in Toronto, Canada.
Jeffrey Clevenger, Chairman of Golden Minerals Company, notes, “John grew up mining underground with his father in New Mexico. His subsequent operational experience and accomplishments bring strong leadership to the Golden team as we further utilize and develop the Velardeña assets and formulate plans for Yoquivo and our other South American projects.”
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.
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
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GOLDEN MINERALS COMPANY
350 Indiana Street – Suite 650 – Golden, Colorado 80401 – Telephone (303) 839-5060