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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 19, 2016

 

GOLDEN MINERALS COMPANY

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

1-13627

 

26-4413382

(State or other jurisdiction of
incorporation or organization)

 

(Commission
File Number)

 

(I.R.S. Employer
 Identification Number)

 

350 Indiana Street, Suite 800

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):

 

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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TAB LE OF CONTENTS

 

Item 5.03

 

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

 

 

Item 5.07

 

Submission of Matters to a Vote of Security Holders.

 

 

 

Item 9.01

 

Financial Statements and Exhibits.

 

 

 

Signature

 

 

 

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Item 5.03                          Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

Golden Minerals Company (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Meeting”) on May 19, 2016 in Golden, Colorado.  At the Meeting, the Company’s stockholders approved a proposal to increase the Company’s authorized common stock from 100,000,000 to 200,000,000 shares by amending the Company’s Amended and Restated Certificate of Incorporation.  On May 19, 2016, the Company filed with the Secretary of State of the State of Delaware a Second Amendment to the Amended and Restated Certificate of Incorporation of Golden Minerals Company increasing its authorized common stock from 100,000,000 to 200,000,000 shares.

 

A copy of the Second Amendment to the Amended and Restated Certificate of Incorporation of Golden Minerals Company is filed as Exhibit 3.1 to this Current Report on Form 8-K.

 

Item 5.07                          Submission of Matters to a Vote of Security Holders .

 

Of the 76,468,643 shares of common stock outstanding and which are entitled to vote as of the record date, 55,402,387 shares (72.45%) 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, Ian Masterton-Hume, Kevin R. Morano, Terry M. Palmer, Andrew N. Pullar and David H. Watkins as directors of the Company to hold office until the 2017 annual meeting of stockholders or until their successors are elected, (2) ratified the selection of EKS&H, LLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, and (3) approved an increase in the Company’s authorized common stock from 100,000,000 to 200,000,000 shares by amending the Company’s Amended and Restated Certificate of Incorporation:

 

1.                                       Election of eight (8) directors to hold office until the 2017 annual meeting of stockholders or until their successors are elected.

 

Name

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Jeffrey G. Clevenger

 

42,731,052

 

293,153

 

12,378,182

 

Warren M. Rehn

 

42,910,812

 

113,393

 

12,378,182

 

W. Durand Eppler

 

42,910,830

 

113,375

 

12,378,182

 

Ian Masterton-Hume

 

42,596,707

 

427,498

 

12,378,182

 

Kevin R. Morano

 

42,731,097

 

293,108

 

12,378,182

 

Terry M. Palmer

 

42,862,725

 

161,480

 

12,378,182

 

Andrew N. Pullar

 

42,855,104

 

169,101

 

12,378,182

 

David H. Watkins

 

42,798,395

 

225,810

 

12,378,182

 

 

2.                                       Ratification of the selection of EKS&H, LLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

 

Votes For

 

Votes Against

 

Abstentions

 

55,136,529

 

98,249

 

167,609

 

 

3.                                       Approval of an increase in the Company’s authorized common stock from 100,000,000 to 200,000,000 shares by amending the Company’s Amended and Restated Certificate of Incorporation.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

50,612,647

 

3,167,303

 

1,622,436

 

12,378,182

 

 

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Item 9.01                          Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
No.

 

Description

 

 

 

3.1

 

Second Amendment to the Amended and Restated Certificate of Incorporation of Golden Minerals Company.

 

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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 19, 2016

 

 

Golden Minerals Company

 

 

 

 

 

By:

/s/ Robert P. Vogels

 

 

Name:

Robert P. Vogels

 

 

Title:

Senior Vice President and Chief Financial Officer

 

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Exhibit 3.1

 

SECOND AMENDMENT TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

GOLDEN MINERALS COMPANY

a Delaware corporation

 

* * * * *

 

Pursuant to Section 242

of the Delaware General Corporation Law

 

* * * * *

 

Golden Mineral Company , a Delaware corporation (the “ Corporation ”), DOES HEREBY CERTIFY that:

 

1.              The Corporation filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on March 6, 2009.

 

2.              The Corporation filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on March 24, 2009.

 

3.              The Corporation filed its First Amendment to the Amended and Restated Certificate of Incorporation on September 2, 2011.

 

4.              This Second Amendment to the Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

 

5.              Article 4.1(a) of the Amended and Restated Certificate of Incorporation, as amended, is hereby deleted and replaced in its entirety to read as follows:

 

The total number of shares of common stock, par value $0.01 per share (“ Common Stock ”), that the Company is authorized to issue is 200,000,000.

 

6.              Except as provided in this amendment, the Amended and Restated Certificate of Incorporation, as amended, is unchanged and remains in full force and effect.

 

* * * * *

 

IN WITNESS WHEREOF, the Corporation has caused this Second Amendment to the Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer as of the 19th day of May, 2016.

 

 

Golden Minerals Company ,

 

a Delaware corporation

 

 

 

 

 

/s/ Robert P. Vogels

 

By: Robert P. Vogels

 

Its: Corporate Secretary