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 23, 2013
GOLDEN MINERALS COMPANY
(Exact name of registrant as specified in its charter)
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DELAWARE |
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1-13627 |
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26-4413382 |
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(State or other jurisdiction of
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(Commission File Number) |
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(I.R.S. Employer
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350 Indiana Street, Suite 800
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .
(e) Changes in Executive Compensation
In connection with performance and reductions in force at Golden Minerals Company’s (the Company”) Velardena Operations, the Company’s Compensation Committee and Board of Directors have approved a 10% annual salary reduction effective June 1, 2013 for certain officers of the Company. The reductions for the principal executive officer, principal financial officer and named executive officers are as follows: $50,000 to an annual salary of $450,000 for Jeffrey Clevenger, Chairman, President and Chief Executive Officer; $27,000 to an annual salary of $243,000 for Robert Vogels, Senior Vice President and Chief Financial Officer; $25,000 to an annual salary of $225,000 for Warren Rehn, Senior Vice President, Exploration and Chief Geologist; and $17,500 for annual half time compensation of $157,500 for Deborah Friedman, Senior Vice President, General Counsel and Corporate Secretary. In conjunction with this salary reduction, expected to be in effect for one year, the Compensation Committee also approved a grant of restricted shares effective June 1, 2013, vesting June 1, 2014, for these officers in the following amounts: 44,500 shares for Mr. Clevenger; 24,000 shares for Mr. Vogels, 22,000 shares for Mr. Rehn, and 15,500 shares for Ms. Friedman. The fair value of these shares on the grant date for each officer is expected to total approximately 10% to 15% of the officer’s annual salary prior to the salary reduction.
Also effective June 1, 2013, the Company plans to enter into amendments to its Change of Control Agreements, including the Change of Control Agreements with Mr. Clevenger, Mr. Vogels, Mr. Rehn and Ms. Friedman. The amendments (i) provide that the termination benefit payable under the agreements will be calculated based on the executive’s highest annual salary during the term of the Agreement, rather than on the executive’s annual salary at the time of calculation, and (ii) clarify that the Change of Control Agreements will remain in effect and apply in the event of a future Change of Control, as defined in the Agreements. The Change of Control Agreements and the benefits provided pursuant to those Agreements otherwise remain unchanged.
The foregoing description of the amendments to the Change of Control Agreements is qualified in its entirety by reference to the full text of the amendment, the form of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders .
The Company held its 2013 Annual Meeting of Stockholders (the “Meeting”) on May 23, 2012 in Golden, Colorado. Of the 42,187,528 shares of common stock outstanding and entitled to vote as of the record date, 24,089,119 shares (57.10%) were present or represented by proxy at the Meeting. The Company’s stockholders (i) approved the election of Jeffrey G. Clevenger, W. Durand Eppler, Michael T. Mason, Ian Masterton-Hume, Kevin R. Morano, Terry M. Palmer and David H. Watkins as directors of the Company to hold office until the 2014 annual meeting of stockholders or until their successors are elected, and (ii) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. The results of the voting on the matters submitted to the stockholders were as follows:
1. Election of seven (7) directors to hold office until the 2014 annual meeting of stockholders or until their successors are elected.
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Name |
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Votes For |
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Votes Withheld |
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Broker
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Jeffrey G. Clevenger |
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12,453,835 |
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1,914,796 |
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9,720,488 |
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W. Durand Eppler |
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12,346,920 |
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2,021,711 |
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9,720,488 |
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Michael T. Mason |
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12,499,130 |
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1,869,501 |
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9,720,488 |
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Ian Masterton-Hume |
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13,830,005 |
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538,626 |
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9,720,488 |
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Kevin R. Morano |
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12,045,746 |
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2,322,885 |
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9,720,488 |
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Terry M. Palmer |
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12,464,875 |
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1,903,756 |
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9,720,488 |
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David H. Watkins |
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11,400,711 |
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2,967,920 |
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9,720,488 |
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2. Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.
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Votes For |
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Votes Against |
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Abstentions |
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23,739,606 |
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190,487 |
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159,026 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Description |
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10.1 |
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Amendment No. 1 to Change of Control Agreement. |
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.
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Date: May 28, 2013 |
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Golden Minerals Company |
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By: |
/s/ Robert P. Vogels |
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Name: |
Robert P. Vogels |
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Title: |
Senior Vice President and Chief Financial Officer |
Exhibit 10.1
AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENT
[NAME]
[TITLE]
[ADDRESS]
Dear [Name]:
Golden Minerals Company (the “Company’) and you entered into a Change of Control Agreement dated [DATE]. In connection with a reduction in your annual base salary as part of an across-the-board salary reduction similarly affecting all senior executives of the Company, and to clarify the provisions of Section 1 regarding the term of the Agreement, you and the Company hereby agree to amend the referenced Change of Control Agreement as follows. Capitalized terms used herein shall be defined as set forth in the Change of Control Agreement.
1. Section 1 of the Change of Control Agreement is hereby amended and replaced in its entirety by the following:
1. TERM OF AGREEMENT. This Agreement shall be effective as of the effective date of the Joint Plan of Reorganization of Apex Silver Mines Limited and Apex Silver Mines Corporation Under Chapter 11 of the Bankruptcy Code (the “Effective Date”) and shall continue from year to year at the discretion of the Board. This Agreement will terminate as follows:
(i) Except as otherwise set forth in this Section 1, the Company may terminate this Agreement at any time upon 12 months prior written notice to you.
(ii) If any Change of Control has occurred during the term of this Agreement, and if the Company has delivered a written notice of termination to you pursuant to Section 1(i) either prior to or before the second anniversary of any such Change of Control, this Agreement will remain in effect and will not terminate until the latest of (a) the date all of the obligations of the parties under this Agreement are satisfied, (b) the second anniversary of any Change of Control or (c) 12 months following the date of the Section 1(i) termination notice.
(iii) If a Change of Control occurs during the term of this Agreement, and no written notice of termination of this Agreement is given to you by the Company pursuant to Section 1(i), then if your employment is terminated prior to the second anniversary of the Change of Control, this Agreement will terminate on the date that all the obligations of the parties under this Agreement are satisfied. If your employment is not terminated prior to the second anniversary of the Change of Control, this Agreement will continue to remain in full force and effect unless and until otherwise terminated as provided herein.
(iv) Notwithstanding the foregoing, and provided no Change of Control shall have occurred within two years prior to your termination of employment, this Agreement shall automatically terminate upon the earlier to occur of (i) your termination of employment with the Company, or (ii) the Company’s furnishing you
with notice of termination of employment, irrespective of the effective date of such termination.
2. Section 4(iii)(B) of the Change of Control Agreement is hereby amended and replaced in its entirety by the following.
(B) The Company shall pay as severance pay to you a lump sum severance payment (the “Severance Payment”) equal to two times the sum of (a) your highest annual base salary in effect during the term of this Agreement, (b) 100% of your target bonus amount established pursuant to the compensation or bonus plan in effect immediately prior to the occurrence of the circumstance giving rise to the Notice of Termination, and (c) in the event the Date of Termination occurs prior to the expiration of the applicable notice period as set forth in Section 3(v) above, the base salary you would have earned from the Date of Termination through the expiration of such notice period had your employment continued through the expiration of such notice period. The Severance Payment shall be paid no sooner than the 40th day following the Date of Termination, provided you have not revoked the Release as of such date.
Other than as expressly amended hereby, the Change of Control Agreement remains in full force and effect as originally executed.
If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject.
Sincerely,
Golden Minerals Company
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By: |
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[Name] |
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[Title] |
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Agreed to as of the day of May, 2013.
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Signature: |
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[Name] |
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