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 15, 2007
GLOBAL GOLD CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 02-69494 13-3025550
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(State or other jurisdiction (Commission (IRS
of incorporation) File Number) Identification No.)
45 East Putnam Avenue, Greenwich, CT 06830
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (203) 422-2300
(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 (see General Instruction A.2. below):
[ ] 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))
Item 1.01 Entry Into a Material Definitive Agreement
Employment Agreement of Mr. Jan Dulman
On June 15, 2007, the Board of Directors (based on the decision of the Compensation Committee and without the participation of Messrs. Gallagher and Krikorian) approved a new employment agreement for Jan Dulman with respect to his employment as the Controller of the Company. The Board of Directors unanimously elected Mr. Dulman as the Chief Financial Officer. The revised new agreement provides that Mr. Dulman will resign as Contoller and assume the title of Chief Financial Officer effective June 1, 2007 and will receive an annual base salary of $125,000, representing a 108% increase over his previous salary and is entitled to receive any bonus as determined in accordance with any plan approved by the Board of Directors. The new agreement is for two years and two months terminating on July 31, 2009.
Pursuant to the new agreement, Mr. Dulman was also granted (i) 150,000 shares of restricted stock to vest in four equal installments of 37,500 shares each on January 31, 2008, July 31, 2008, January 31, 2009 and July 31, 2009 and (ii) 150,000 stock options to purchase Common Stock at $0.83 per share (the arithmetic mean of the high and low prices of the Company's stock on June 15, 2007), to vest in equal installments of 75,000 shares each on August 1, 2007, and August 1, 2008. The restricted stock and options are subject to a substantial risk of forfeiture upon termination of his employment with the Company during the term of the Agreement and the option grant was made pursuant to the Global Gold Corporation 2006 Stock Incentive Plan.
The restricted stock and options previously awarded to Mr. Dulman will continue to vest pursuant to his original Employment Agreement.
Employment Agreement of Mr. Lester Caesar
On June 15, 2007, the Board of Directors (based on the decision of the Compensation Committee and without the participation of Messrs. Gallagher and Krikorian) approved the employment agreement of Lester Caesar with respect to his employment as the Controller effective June 1, 2007. Effective August 1, 2007, Mr. Caesar will receive an annual base salary of $30,000, representing a 29% decrease over his previous salary and is entitled to receive any bonus as determined in accordance with any plan approved by the Board of Directors. The new agreement is for one year commencing on August 1, 2007 and terminating on July 31, 2008.
Pursuant to the new agreement, Mr. Caesar was also granted 20,000 shares of restricted stock to vest in equal installments of 10,000 shares each on January 31, 2007, and July 31, 2008. The restricted stock is subject to a substantial risk of forfeiture upon termination of his employment with the Company during the term of the Employment Agreement.
The restricted stock previously awarded to Mr. Caesar will continue to vest pursuant to his original employment agreement.
Amendment to Employment Agreement of Mr. Hrayr Agnerian
On June 15, 2007, the Board of Directors (based on the decision of the Compensation Committee and without the participation of Messrs. Gallagher and Krikorian) also approved an amendment the employment agreement of Mr. Hrayr Agnerian with respect to his employment as Senior Vice President for Exploration and Development of the Company. The revised Employment Agreement provides that Mr. Agnerian will increase his receive an annual base salary of $150,000, representing a 140% increase over his previous salary effective June 1, 2007 and is entitled to receive any bonus as determined in accordance with any plan approved by the Board of Directors. The amended Employment Agreement terminates on December 31, 2008.
Pursuant to the revised agreement, Mr. Agnerian was also granted an additional
(i) 116,666 shares of restricted stock to vest in three equal installments of
38,889 shares each on December 31, 2007, June 30, 2008 and December 31, 2008 and
(ii) 116,666 stock options to purchase Common Stock at $0.83 per share (the
arithmetic mean of the high and low prices of the Company's stock on June 15,
2007), to vest in equal installments of 58,333 shares each on December 31, 2007,
and December 31, 2008. The restricted stock and options are subject to a
substantial risk of forfeiture upon termination of his employment with the
Company during the term of the Agreement and the option grant was made pursuant
to the Global Gold Corporation 2006 Stock Incentive Plan.
The restricted stock and options previously awarded to Mr. Agnerian will continue to vest pursuant to his original Employment Agreement.
The foregoing descriptions of the Mr. Dulman's and Mr. Caesar's new Employment Agreements and Mr. Agnerian amended Employment Agreement are qualified in their entirety by reference to the actual terms of the amendments to the agreements which will be filed as an exhibit to Form 10-QSB of the Company to be filed with the Securities and Exchange Commission covering this reporting period.
Item 3.01 Unregistered Sales of Equity Securities.
On June 20, 2007, Global Gold Corporation sold $16,500 in common shares, pursuant to exemptions from registration requirements of the Securities Act to Drury Gallagher, the Company's Chairman Emeritus, Treasurer and Secretary. The transaction involved the exercise of options originally issued on June 30, 2002. The transaction involved the issuance of 150,000 shares of common stock at $0.11 per share in accordance with the options.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
The information in item 1.01 is incorporated by reference. Mr. Jan Dulman is appointed Chief Financial Officer of the Company effective June 1, 2007. Mr. Lester Caesar's departure as Chief Financial Officer to assume the Controller position. In addition, in a press release dated June 20, 2007 the Company announced that the President, Michael Mason, will be resigning from his position for personal reasons and assuming a consultant role with the Company.
Item 8.01 Other Events
On June 20, 2007, the Company issued a press release announcing that at the Annual Meeting of Stockholders of the Company, the following directors were re-elected: Mr. Drury J. Gallagher, Van Z. Krikorian, Nicholas J. Aynilian, Ian C. Hague and Harry Gilmore. The Company also announced that Sherb & Co LLP was re-elected as the Company's outside auditor. The Company also announced the formation of a Nominating Committee which is comprised of all of its independent directors. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Exhibits
Exhibit No. Description
3.1 Nominating and Governance Charter
approved June 15, 2007.
99.1 Press release of Global Gold
Corporation dated June 20, 2007,
announcing the results of Annual
Shareholder Meeting, updates on
operations, board approved additional
governance standards, and personnel
changes.
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SIGNATURES
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.
GLOBAL GOLD CORPORATION
Dated: June 20, 2007 Global Gold Corporation
By: /s/Van Z. Krikorian
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Name: Van Z. Krikorian
Title: Chairman and Chief
Executive Officer
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As of:June 15, 2007*
Global Gold Corporation Nominating and Governance Charter
I. Purpose
This Nominating and Governance Charter provides certain principles and guidelines by which the Board of Directors (the "Board") of Global Gold Corporation (the "Company") shall fulfill its responsibility to the stockholders, potential stockholders and the investment community. This charter sets forth (i) corporate governance principles intended to promote the efficient, effective and transparent governance of the Company, and (ii) procedures for the identification and selection of individuals qualified to become directors.
II. Board of Directors
Independent Directors. The Board shall be comprised of a majority of independent directors. The Company defines an "Independent Director" as one meeting the standards established by the New York Stock Exchange requirements for independent directors. Each year the Board shall affirmatively determine that each Independent Director meets such standards and has no other material relationship with the Company or its affiliates or any executive officer of the Company or his or her affiliates that would, in the judgment of the Board, interfere with such director's exercise of independent judgment in carrying out the responsibilities of a director.
Lead Independent Director. The Board may designate one of its Independent Directors as the Lead Independent Director. The Lead Independent Director shall be responsible for coordinating the activities of the other Independent Directors and performing various other duties as set forth herein or as directed by the Board.
Board Committees. The Board currently has three standing committees--the Audit Committee, the Compensation Committee and the Nominating Committee. The Board is responsible for the appointment of committee members and committee chairs. The Nominating Committee reviews committee assignments annually. From time to time the Board may form a new temporary or standing committee as it deems necessary.
As set forth in the Audit Committee Charter, the Audit Committee is responsible for the hiring, compensation, retention and oversight of the Company's independent certified public accountants, and for monitoring the effectiveness of the Company's internal financial and accounting organization and controls and financial reporting.
*The information posted is as of the date indicated. Please be advised that we may not update or remove this information other than as required by applicable law or regulation.
The Compensation Committee has the sole authority and responsibility for reviewing and determining, or recommending to the Board for determination, the salary and other matters relating to the compensation of the Company's Chief Executive Officer ("CEO") and all other executive officers. The CEO shall not be present during discussion and voting regarding his compensation. The Compensation Committee also administers the Company's stock option plan.
The Nominating Committee shall have the authority and responsibilities set forth in this charter.
Board Meetings. Meetings of the Board are scheduled in advance typically at a location accessible to the Company's headquarters in Greenwich, CT. Board members are expected to rigorously prepare for, attend, and participate in all Board and applicable committee meetings. Each Board member is expected to ensure that other existing and planned future commitments do not materially interfere with the member's service as a director. These other commitments will be considered by the Board when reviewing Board candidates.
Executive Sessions of Independent Directors. In order to facilitate discussion by the Independent Directors about the Company's activities and business, each year, the Board's Independent Directors may hold executive sessions at which only Independent Directors are present (in person or by conference telephone). As appropriate, such Executive Sessions shall be scheduled to take place in conjunction with regularly scheduled meetings of the Board. The Lead Independent Director, if one, will assume the responsibility of chairing the meetings of Independent Directors and shall bear such further responsibilities which the Board and the Independent Directors as a whole might designate from time to time. Each Independent Director is expected to ensure that other existing and planned future commitments do not materially interfere with attendance at such Executive Sessions.
Board Compensation. For service on the Board, the Company annually compensates directors with options under the Company's 2003 Stock Incentive Plan. The Company's management will report from time to time to the Compensation Committee on the status of Board compensation in relation to other representative U.S. companies.
Communication with Directors. The Board believes that it is important to offer stockholders the opportunity to communicate with the Board about Company issues and developments. Stockholders who wish to communicate with the Board may do so by sending written communications addressed to the Board of Directors, Global Gold Corporation, 45 East Putnam Avenue, Greenwich, CT 06830 or by email at ggc@globalgoldcorp.com.
III. Nomination of Candidates
Nominating Committee. The Nominating Committee shall be comprised solely of Independent Directors. The Nominating Committee shall have the authority to delegate any of its responsibilities to subcommittees as it may deem appropriate in accordance with this charter. The Nominating Committee shall have the authority to retain, compensate and terminate search firms used in connection with its identification of candidates, and to retain outside counsel and any other advisors as it may deem appropriate in its sole discretion.
Board Membership Criteria. The Nominating Committee shall establish criteria for the selection of new directors and shall review from time to time the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board. In conducting this assessment, the Nominating Committee shall consider issues of independence and diversity in numerous areas such as age; understanding of and experience in the sector, finance and marketing; international experience; and culture. The Nominating Committee shall select individuals who shall have the highest personal and professional integrity and who shall have demonstrated exceptional ability and judgment, and who shall be most effective, in conjunction with the other directors and nominees to the Board, in collectively serving the long-term interests of the stockholders.
Identification of Candidates. The Nominating Committee shall identify and vet individuals to serve on the Board. The Nominating Committee shall conduct inquiries in to the backgrounds and qualifications of candidates. The Nominating Committee has the responsibility of recommending to the Board qualified candidates.
Nomination of Candidates by Stockholders. Stockholders who wish to recommend individuals for consideration by the Nominating Committee to become nominees for election to the Board may do so in accordance with the Company's By-Laws.
Board Committee Service. The Nominating Committee shall monitor and review the Board's committee structure, and each year it shall recommend to the Board for its approval directors to serve as members of each committee. The Nominating Committee shall recommend to the Board a director to serve as chair of each committee and shall recommend directors to fill vacancies as needed.
IV. Annual Evaluation
The Nominating Committee shall conduct and present to the Board an annual performance evaluation of the Nominating Committee. The Nominating Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board for approval.
GLOBAL GOLD HOLDS ANNUAL MEETING
-Provides Update on Operations
-Board Approves Additional Good Governance Standards -Announces Personnel Changes
Greenwich, CT--June 20, 2007 --Global Gold Corporation (OTCBB-GBGD), an international gold mining, development and exploration company with mining properties in Armenia, Chile and Canada, held its annual shareholders meeting as noticed last Friday. With almost 80% of all outstanding shares represented in the voting process, shareholders re-elected the current Board of Directors by an over 99% favorable vote. Re-elected as directors were Van Z. Krikorian- Chairman and CEO, Drury J. Gallagher-Chairman Emeritus, Treasurer and Secretary as well as independent directors Nicholas Aynilian of NJA Investments, Ian Hague co-founding principal at Firebird Management, and Retired Ambassador Harry Gilmore. The shareholders also voted to confirm Sherb and Co., LLP (www.sherbcpa.com) as the company's outside auditor.
In addition, there was a review of Global Gold's current and planned operations, especially of its expansion into uranium exploration in Canada. Global Gold Uranium LLC, a wholly owned subsidiary of Global Gold Corp., is engaged in the exploration for and development of uranium deposits in the province of Newfoundland and Labrador. In southwestern Newfoundland, airborne and prospecting work is planned at the Cochrane Pond property in which Global Gold shares interests with Commander Resources and Bayswater Uranium.
Global Gold Uranium is also commencing an exploration program this season at and around the Grand Lake and Shallow Lake uranium prospects in Labrador. Exploration of the company's uranium projects is being managed by Hrayr Agnerian, Senior Vice President and Ted Urquhart, Vice President, both seasoned uranium experts. This summer, the company will be opening an office in Toronto headed by Mr. Agnerian to focus on Canadian projects.
Global Gold's current production, exploration and development focus in Armenia primarily revolves around the North Central Armenian Belt, where it is integrating the Hankavan molybdenum, copper and gold deposit, Toukhmanuk mine, and at least thirteen other adjacent exploration sites. Global Gold has been conducting a drill program there to confirm the historical data and develop mining plans. Announcement of the results and analysis is now expected in the third quarter of 2007. Issues arising from the outside Laboratory have delayed these announcements, and the company has invested in its own international class laboratory facility at Toukhmanuk with control checks done outside Armenia. In addition, the 2007 drilling and exploration programs are underway at Getik and Marjan properties, with results anticipated by the fourth quarter of 2007. The company also owns royalty and participation rights in the country, and reaffirmed its long term commitments there. Its royalty and other interests in Iberian Resources projects there have passed to Tamaya Resources (www.Tamayaresources.com) following the successful merger of those two companies and its shareholdings in Iberian have now become twenty million shares of Tamaya's common stock. This year, Global Gold expanded its awards of shares to local employees in Armenia substantially, and has seen positive reactions.
Global Gold has an office in Santiago, Chile, and engages in exploration and development. It currently has a royalty interest in the Santa Candelaria copper/gold property in the Chanaral District III in Chile, recently added a local geologist to its local staff, and is actively engaged in reviewing exploration and production options in Chile.
Van Krikorian, Chairman and CEO stated "We are pleased with the commodity and sovereign diversification the company has put together, our management, employees, and our short, medium, and long term prospects. The last year has seen us make progress on a number of acquisitions and operations challenges and we have done so by maintaining the highest of standards. We are not satisfied, of course, and we know we need to do more work in partnership with our investors and partners to move to the next level. This year's plans are aggressive, but well underway, and we thank everyone who is helping us improve the company."
Following the annual shareholders meeting, the Board also adopted a nominating and governance charter which emphasizes the role of independent directors, consistent with the company's commitment to best practices in internal operations, environmental responsibility, and social responsibility. The charter can be accessed through the Global Gold website, and includes the following: "Communication with Directors. The Board believes that it is important to offer stockholders the opportunity to communicate with the Board about Company issues and developments. Stockholders who wish to communicate with the Board may do so by sending written communications addressed to the Board of Directors, Global Gold Corporation, 45 East Putnam Avenue, Greenwich, CT 06830 or by email at ggc@globalgoldcorp.com."
In personnel changes, Global Gold announces that Mike Mason has stepped down as President for personal reasons and will be a consultant to the company. Mr. Mason's resignation as President is effective as of Monday June 18, 2007, and Senior Vice President Agnerian will be assuming his duties on an interim basis. Mr. Agnerian, with the Board's approval, has substantially increased his commitment to Global Gold, and his employment contract was amended accordingly. The company's Chief Financial Officer and controller have also switched positions. Jan Dulman, the former controller has become a full time employee and was named CFO. Lester Caesar, the former CFO, will now serve as the company's controller on a part time basis.
Mr. Krikorian concluded "We all appreciate everything Mike did for us at some very critical times in the company's growth. He is a quality person, we wish him well in the future, and we are glad he will still be available to us. We also thank Les Caesar for his time as CFO and continuing to serve as controller, while Jan Dulman steps up to the CFO position. Jan is familiar with all of our operations, including in Armenia where he spent time last year, and we appreciate his increased commitment to Global."
More information can be found at www.globalgoldcorp.com.
To the extent that statements in this press release are not strictly historical, including statements as to revenue projections, business strategy, outlook, objectives, future milestones, plans, intentions, goals, future financial conditions, future collaboration agreements, the success of the Company's development, events conditioned on stockholder or other approval, or otherwise as to future events, such statements are forward-looking, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this release are subject to certain risks and uncertainties that could cause actual results to differ materially from the statements made. Former Soviet country estimations are presented for historical reporting and to provide a basis for assessing Global Gold's choices for its business activities and not to be understood as indicating the existence of reserves or resources.
Contact Information:
Andrew Barwicki, Investor Relations 203-422-2320