8-K

SOLITARIO RESOURCES CORP. (XPL)

8-K 2022-06-22 For: 2022-06-21
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Added on April 11, 2026

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): June 21, 2022.

SOLITARIO ZINC CORP.
(Exact name of registrant as specified in its charter)
Colorado 001-32978 84-1285791
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(State or other jurisdiction<br><br>of incorporation or organization) (Commission<br><br>File Number) (I.R.S. Employer<br><br>Identification No.)

4251 Kipling Street, Suite 390

Wheat Ridge, CO 80033

(Address of principal executive offices)

Registrant’s telephone number, including area code:(303) 534-1030

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:

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<br><br>Symbol Name of each exchange<br><br>on which registered
Common Stock, $0.01 par value XPL NYSE American

Indicate by checkmark 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 ☐

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 June 21, 2022, Solitario Zinc Corp. (“Solitario”) held its Annual Meeting of Shareholders at which holders of 33,396,907 shares of common stock or approximately 51.56% of the total outstanding shares eligible to vote as of the record date were present in person or by proxy. The three matters identified below were submitted to a vote of the shareholders. Each proposal is more fully described in Solitario’s definitive proxy statement filed with the Securities and Exchange Commission dated April 28, 2022.

1. Election of Directors. Seven directors were elected to serve until the next annual meeting of shareholders or until their successors are elected and qualified, with each director receiving the votes below:
Number of Shares
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Name For Against Withheld Broker Non-Votes
Brian Labadie 23,447,123 52,174 246,485 9,651,125
John Labate 23,144,964 354,020 246,798 9,651,125
James Hesketh 21,993,252 1,645,524 107,005 9,651,126
Christopher E. Herald 23,572,327 54,114 119,341 9,651,125
Gil Atzmon 22,144,213 1,269,348 332,221 9,651,125
Joshua D. Crumb 23,138,489 362,765 244,528 9,651,125
Debbie Mino-Austin 23,574,143 65,147 106,491 9,651,126
2. Advisory Vote on Executive Compensation. **** The shareholders approved a resolution substantially as set forth below regarding the compensation of Solitario’s named executive officers with 23,328,557 shares voting for (98.24% of shares voting), 417,223 shares voting against, and 9,651,127 broker non-votes.
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“RESOLVED THAT: Solitario shareholders approve the compensation of Solitario’s named executive officers, as disclosed in the Company’s proxy statement, dated April 28, 2022, pursuant to the compensation disclosure rules of the Securities and Exchange Commission set forth in Item 402 of Regulation S-K, including, but not limited to, the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in the proxy statement for the 2022 annual meeting.”
3. Appointment of Auditors. The appointment of Plante Moran PLLC as Solitario’s auditors for fiscal year 2022 was ratified with 32,837,362 shares voting for (98.32% of shares voting), 215,748 shares voting against, 343,797 shares voting to abstain, and no broker non-votes.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number Description of Exhibit
99.1 Press Release, dated June 22, 2022, announcing the Voting Results of Solitario’s Annual Meeting held June 21, 2022
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

June 22, 2022

Solitario Zinc Corp.
By: /s/ James R. Maronick
James R. Maronick, Chief Financial Officer
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sodi_ex991.htm EXHIBIT 99.1

VOTING RESULTS OF SOLITARIO ANNUAL MEETING

HELD JUNE 21, 2022

DENVER, CO – June 22^nd^, 2022 - Solitario Zinc Corp. (“Solitario”) (NYSE American: XPL; TSX: SLR) announces results of its Annual General Meeting of Shareholders at which holders of 33,396,907 shares of common stock or 51.56% of the total outstanding shares eligible to vote as of the record date were present in person or by proxy. The three matters identified below were submitted to a vote of the shareholders. Each proposal is more fully described in Solitario’s definitive proxy statement filed with the Securities and Exchange Commission dated April 28, 2022.

Chris Herald, President and CEO of Solitario, commented “We are pleased with the results of this year’s Annual Meeting and thank our shareholders for their ongoing support as we strive to create value by moving our projects forward. We would like to officially welcome Debbie Mino-Austin as the newest member to the Company’s Board of Directors. With regard to our projects, we have ramped up our 2022 exploration efforts at our Golden Crest project in South Dakota and core drilling has begun at the Lik zinc project in Alaska. We look forward to reporting results on these activities in the coming months.”

Report of Voting Results

1. Election of Directors. Seven directors were elected to serve until the next Annual Meeting of Shareholders or until their successors are elected and qualified, with each director receiving the votes (and percentage of shares voting, excluding broker non-votes) below:
Shares voted

| Name | For (%) | | | Against | | Withheld | | Broker Non-Votes | |

| Brian Labadie | | 23,447,123 | (98.74) | | 52,174 | | 246,485 | | 9,651,125 |

| John Labate | | 23,144,964 | (97.47) | | 354,020 | | 246,798 | | 9,651,125 |

| James Hesketh | | 21,993,252 | (92.62) | | 1,645,524 | | 107,005 | | 9,651,126 |

| Christopher E. Herald | | 23,572,327 | (99.27) | | 54,114 | | 119,341 | | 9,651,125 |

| Gil Atzmon | | 22,144,213 | (93.26) | | 1,269,348 | | 332,221 | | 9,651,125 |

| Joshua D. Crumb | | 23,138,489 | (97.44) | | 362,765 | | 244,528 | | 9,651,125 |

| Debbie Mino-Austin | | 23,574,143 | (98.28) | | 65,147 | | 106,491 | | 9,651,126 |

2. Advisory Vote on Executive Compensation. **** The shareholders approved the compensation of Solitario’s named executive officers with 23,328,557 shares voting for (98.24 of shares voting), 417,223 shares voting against, and 9,651,127 broker non-votes.
“RESOLVED THAT: Solitario shareholders approve the compensation of Solitario’s named executive officers, as disclosed in the Company’s proxy statement, dated April 28, 2022, pursuant to the compensation disclosure rules of the Securities and Exchange Commission set forth in Item 402 of Regulation S-K, including, but not limited to, the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in the proxy statement for the 2022 annual meeting.”
3. Appointment of Auditors. The appointment of Plante Moran PLLC as Solitario’s auditors for fiscal year 2022 was ratified with 32,837,362 shares voting for (98.32% of shares voting), 215,748 shares voting against, 343,797 shares voting to abstain, and zero broker non-votes.
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About Solitar io

Solitario is a natural resource exploration and development company focused on high-quality Tier-1 gold and zinc projects. The Company is traded on the NYSE American (“XPL”) and on the Toronto Stock Exchange (“SLR”). In addition to its Golden Crest project, Solitario holds 50% joint venture interest (Teck Resources 50%) in the high-grade, Lik zinc deposit in Alaska and a 39% joint venture interest (Nexa Resources holds the remaining 61% interest) on the high-grade Florida Canyon zinc project in Peru. Solitario is carried to production through its joint venture arrangement with Nexa. Solitario’s Management and Directors hold approximately 9.3% (excluding options) of the Company’s 64.7 million shares outstanding. Solitario’s cash balance and marketable securities stand at approximately US$7.5 million. Additional information about Solitario is available online at www.solitariozinc.com.

Solitario has a long history of committed Environmental, Social and Responsible Governance (“ESG”) of its business. We realize ESG issues are also important to investors, employees and all stakeholders, including communities in which we work. We are pledged to operate our business in a manner that supports environmental and social initiatives and responsible corporate governance.

FOR MORE INFORMATION CONTACT:

Valerie Kimball<br> <br>Director – Investor Relations<br> <br>720-933-1150<br> <br>(800) 229-6827 Christopher E. Herald<br> <br>President & CEO<br> <br>(303) 534-1030, Ext. 14
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