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: April 30, 2020

(Date of earliest event reported)

 

VISTA GOLD CORP.
(Exact Name of Registrant as Specified in Charter)

 

British Columbia, Canada
(State or Other Jurisdiction of Incorporation)

 

1-9025
(Commission File Number) 		Not Applicable
(IRS Employer Identification No.)

 

7961 Shaffer parkway, suite 5, littleton, colorado 80127

(Address of Principal Executive Offices and Zip Code)

 

Registrant’s telephone number, including area code:   (720) 981-1185

 

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 Exchange Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares VGZ NYSE American

 

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 ¨

 

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

 

Results of Annual General Meeting of Shareholders

 

On April 30, 2020, Vista Gold Corp. (the “Corporation’) held its annual general and special meeting of shareholders at 7961 Shaffer Parkway, Suite 5, Littleton, Colorado 80127 at 11:00 a.m. (Mountain time). A total of 59,648,103 common shares in the capital of the Company (“Common Shares”) were represented at the meeting, being 59.23% of the Common Shares issued and outstanding on the record date for the meeting.

 

Detailed results for the ballot votes are as follows:

 

Election of Directors   Votes For   Votes Withheld/
Abstain 		  Broker Non-Votes
John M. Clark   27,229,614   786,295   31,632,194
Frederick H. Earnest   27,188,603   827,306   31,632,194
W. Durand Eppler   27,226,308   789,601   31,632,194
Deborah J. Friedman   27,212,237   803,672   31,632,194
C. Thomas Ogryzlo   27,285,300   730,609   31,632,194
Michael B. Richings   27,046,217   969,692   31,632,194
Tracy A. Stevenson   27,288,654   727,255   31,632,194

 

Proposal   Votes For   Withheld/
Abstain 		  Against   Broker Non-Votes
Approve Appointment of Plante & Moran, PLLC   58,888,582   759,521   0   0

 

Proposal   Votes For   Withheld/
Abstain 		  Against   Broker Non-Votes
Advisory Vote on Executive Compensation   25,668,929   793,938   1,553,042   31,632,194

 

All nominees for election to the Corporation’s Board of Directors were elected to the Board of Directors and will serve until the Corporation’s 2021 annual meeting of shareholders or until successors are duly elected and qualified. In addition, at the Meeting, shareholders appointed Plante & Moran, PLLC as auditors of the Company and passed ordinary resolutions to approve, on an advisory basis, the compensation of the Corporation’s Named Executive Officers.

 

Item 7.01  Regulation FD

 

On April 30, 2020, the Registrant issued a press release announcing the voting results from its annual general and special meeting of shareholders held on Thursday, April 30, 2020 in Littleton, Colorado.

 

A copy of the press release is attached to this report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 9.01 Exhibits

 

99.1       Press Release dated April 30, 2020*

 

*The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

 

 

 

 

SIGNATURES

 

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

VISTA GOLD CORP.

(Registrant)

     
     
Dated: May 4, 2020 By: /s/ Frederick H. Earnest
  Frederick H. Earnest
  Chief Executive Officer

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No. Description
99.1 Press Release dated April 30, 2020*

 

*The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

 

 

 

 

Exhibit 99.1

 

 

 

 

   NEWS   

 

Vista Gold Corp. Announces Voting Results from Annual General Meeting

 

Denver, Colorado, April 30, 2020 - Vista Gold Corp. (“Vista” or the “Company) (NYSE American and TSX: VGZ) today announced the voting results from its annual general and special meeting of shareholders held on Thursday, April 30, 2020 in Littleton, Colorado (the “Meeting”).

 

A total of 59,648,103 common shares in the capital of the Company (“Common Shares”) were represented at the meeting, being 59.23% of the Common Shares. Detailed results for the ballot votes for the election of directors are as follows:

 

Proposal   Votes For %   Votes Withheld %
Election of John M. Clark as Director   97.19   2.81
Election of Frederick H. Earnest as Director   97.05   2.95
Election of W. Durand Eppler as Director   97.18   2.82
Election of Deborah J. Friedman as Director   97.13   2.87
Election of C. Thomas Ogryzlo as Director   97.39   2.61
Election of Michael B. Richings as Director   96.54   3.46
Election of Tracy A. Stevenson as Director   97.40   2.60

 

In addition, at the Meeting, shareholders appointed Plante & Moran PLLC as auditors of the Company and passed an ordinary resolution to approve on an advisory basis, the compensation of the Company’s Named Executive Officers.

 

About Vista Gold Corp.

 

The Company is a gold project developer. Our principal asset is our flagship Mt Todd gold project in Northern Territory, Australia. Mt Todd is the largest undeveloped gold project in Australia and as presently designed, is expected to be Australia’s 5th largest gold producer on an annual basis.

 

For further information, please contact Pamela Solly, Vice President of Investor Relations, at (720) 981-1185 or IR@vistagold.com. You may also visit our website at www.vistagold.com.