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 Earliest Event Reported:  June 24, 2019

 

General Moly, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-32986

 

91-0232000

(State or other jurisdiction
of incorporation)

 

(Commission
file number)

 

(IRS employer
identification no.)

 

1726 Cole Blvd., Suite 115
Lakewood, CO 80401
(Address of principal executive offices, including zip code)

 

(303) 928-8599
(Registrant’s telephone number, including area code)

 

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 210.14d-2(b))

 

o             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 Symbol(s)

 

Name of each exchange on which
registered

Common Stock, par value $0.001 per share

 

GMO

 

NYSE American and Toronto Stock Exchange

 

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      o

 

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. o

 

 

 

 

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

 

The annual meeting of the stockholders of General Moly, Inc. (the “Company”) was held on June 24, 2019. The matters that were voted upon at the meeting, and the number of votes cast for and against, as well as the number of abstentions and broker non-votes as to each such matter are set forth below.  Stockholders voted in accordance with the Board of Directors’ recommendations on each matter and voted to (1) elect two nominees for director; (2) approve, by advisory vote, the Company’s executive compensation; (3) approve the General Moly, Inc. 2006 Equity Incentive Plan, as amended and restated; (4) approve an amendment to the Company’s certificate of incorporation providing the Board of Directors the flexibility to effect a reverse stock split of the Company’s common stock; and (5) ratify the appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Proposal #1  Election of two Class III members of the Board of Directors

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

Bruce D. Hansen

 

61,321,670

 

334,594

 

683,896

 

42,809,950

 

Mark A. Lettes

 

56,880,655

 

4,469,414

 

990,091

 

42,809,950

 

 

Proposal #2  Advisory vote on executive compensation

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

 

59,993,615

 

1,284,442

 

1,062,103

 

42,809,950

 

 

Proposal #3  Approval of the General Moly, Inc. 2006 Equity Incentive Plan, as amended and restated

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

 

57,550,076

 

3,634,869

 

1,155,215

 

42,809,950

 

 

Proposal #4  Approval of an amendment to the Company’s Certificate of Incorporation to provide the Board of Directors the flexibility to effect a reverse stock split of the Company’s common stock

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

 

95,583,281

 

7,749,493

 

1,817,336

 

—

 

 

Proposal #5  Ratification of the appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

 

101,261,402

 

662,704

 

3,226,004

 

—

 

 

2

 

Item 8.01                    Other Events

 

On June 26, 2019, the Company issued a press release announcing the results of the annual meeting of stockholders and the receipt of a recent notification from the NYSE American LLC that the Company is back in compliance with the stock exchange’s continued listing standards, due to a higher average trading price for the Company’s common stock.  A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01                                            Financial Statements and Exhibits

 

(d)                                  Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release of General Moly, Inc. dated June 27, 2019.

 

3

 

SIGNATURES

 

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

 

 

GENERAL MOLY, INC.

 

 

 

 

 

 

Dated: June 27, 2019

By:

/s/ Amanda Corrion

 

 

Amanda Corrion

 

 

Principal Accounting Officer

 

4

Exhibit 99.1

 

 

General Moly Announces Positive Results of Annual Meeting

 

LAKEWOOD, COLORADO, June 27, 2019 — General Moly, Inc. (the “Company”) (NYSE American and TSX: GMO), the only western exchange listed, pure-play molybdenum mineral development company, announced that it received approval for all proposals submitted to stockholders at its Annual Meeting of Stockholders, which was held on June 24, 2019 in Lakewood, Colorado.

 

Stockholders re-elected Chief Executive Officer Bruce D. Hansen and Mark A. Lettes to the Board of Directors to each serve for a term of three years. Stockholders also overwhelmingly approved by 90.9% of votes cast to amend the Company’s certificate of incorporation to allow the Board the flexibility to effect a reverse stock split. This proxy proposal had been prompted by the notice of deficiency by the NYSE American LLC in December 2018 as the General Moly stock had traded for a low price for an extended period of time.

 

The Company is pleased to report that with its improved average stock price, the NYSE American recently notified the Company that it is back in compliance with the stock exchange’s continued listing standards. Thus, the Company does not anticipate the need to effect a reverse stock split. The stockholder-approved proxy measure allowing the Board to effect a reverse stock split expires one year from the proxy vote.

 

In addition at the Annual Meeting of Stockholders, stockholders also approved the Company’s executive compensation structure through an advisory vote, and the 2006 executive compensation plan as amended and restated, and ratified the selection of Plante & Moran PLLC as the Company’s independent registered public accounting firm for 2019.

 

Voting results on all matters voted on at the Annual Meeting of Stockholders is shown below and will be filed on www.sedar.com.

 

Total shares voted at the meeting = 105,150,110

 

Director Nominee

 

% of Votes For

 

% of Votes Against

 

% of Votes Abstain

 

Bruce D. Hansen

 

98.4

%

0.5

%

1.1

%

Mark A. Lettes

 

91.2

%

7.2

%

1.6

%

Proposals

 

 

 

 

 

 

 

Advisory vote on executive compensation

 

96.2

%

2.1

%

1.7

%

Approve 2006 incentive plan

 

92.3

%

5.8

%

1.9

%

Amend certificate of incorporation

 

90.9

%

7.4

%

1.7

%

Ratify selection of accounting firm

 

96.3

%

0.6

%

3.1

%

 

*****

 

About General Moly

 

General Moly is a U.S.-based, molybdenum mineral exploration and development company listed on the NYSE American (NYSE AMER), recently known as the NYSE MKT and former American Stock Exchange, and the Toronto Stock Exchange under the symbol GMO. The Company’s primary asset, an 80% interest in the Mt. Hope Project located in central Nevada, is considered one of the world’s largest and highest grade molybdenum deposits. Combined with the Company’s wholly-owned Liberty Project, a molybdenum and copper property also located in central Nevada, General Moly’s goal is to become the largest primary molybdenum producer in the world.

 

Molybdenum is a metallic element used primarily as an alloy agent in steel manufacturing.  When added to steel, molybdenum enhances steel strength, resistance to corrosion and extreme temperature performance. In the chemical and petrochemical industries, molybdenum is used in catalysts, especially for cleaner burning fuels by removing sulfur from liquid fuels, and in corrosion inhibitors, high performance lubricants and polymers.

 

Contact:

 

Scott Roswell

(303) 928-8591

info@generalmoly.com

 

Website: www.generalmoly.com