Hycroft Mining Holding Corp 8-K, filed May 29, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 29, 2020

MUDRICK CAPITAL ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

527 Madison Avenue, Sixth Floor

New York, New York 10022

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (646) 747-9500

Not Applicable

(Former name or former address, if changed since last report.)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company         x

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.

On May 29, 2020, Mudrick Capital Acquisition Corporation, a Delaware corporation (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, holders of an aggregate of 11,376,591 shares of Class A common stock of the Company, par value $0.0001 per share, and shares of Class B common stock, par value $0.0001 per share (together, the “common stock”), which represents 93.95% of the shares of common stock outstanding and entitled to vote as of the record date of April 17, 2020, were represented in person or by proxy.

At the Special Meeting, the following proposals were submitted to and approved by the Company’s stockholders:

The Business Combination Proposal was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock represented in person or by proxy at the Special Meeting.

The Charter Proposals — To consider and vote upon seven separate proposals to approve, assuming the Business Combination Proposal and the NASDAQ Proposal are approved and adopted, the following material differences between the Company’s existing charter and the proposed charter, which we refer to as the “Charter Proposals”:

Proposal No. 2 was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock.

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| --- | | 3. | Proposal No. 3 – Declassify the Company’s board of directors, so that each member<br>of the Company’s board of directors will be elected at each annual meeting of stockholders, as opposed to the Company having<br>three classes of directors, with only one class of directors being elected in each year and each class serving a three-year term,<br>and make certain related changes: | | --- | --- | | For | Against | Abstain | Broker Non-Votes | | --- | --- | --- | --- | | 11,375,650 | 941 | 0 | 0 |

Proposal No. 3 was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock.

Proposal No. 4 was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock.

Proposal No. 5 was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock.

Proposal No. 6 was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock.

Proposal No. 7 was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock.

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| --- | | 8. | Proposal No. 8 – Authorize all other proposed changes, including, among others, those<br>(i) resulting from the business combination, including changing the post-business combination corporate name from “Mudrick<br>Capital Acquisition Corporation” to “Hycroft Mining Holding Corporation” and removing certain provisions<br>relating to the Company’s prior status as a blank check company and Class B common stock of the Company that will no longer<br>apply upon consummation of the business combination, or (ii) that are administrative or clarifying in nature, including the deletion<br>of language without substantive effect: | | --- | --- | | For | Against | Abstain | Broker Non-Votes | | --- | --- | --- | --- | | 11,225,650 | 150,941 | 0 | 0 |

Proposal No. 8 was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock.

All nominees for election to the board of directors of the Company following the consummation of the business combination were elected, each such nominee having received “for” votes from holders of at least a plurality of the outstanding shares of common stock represented in person or by proxy at the Special Meeting.

The Incentive Plan Proposal was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock represented in person or by proxy at the Special Meeting.

The NASDAQ Proposal was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock represented in person or by proxy at the Special Meeting.

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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.