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Form 8-K Golden Minerals Co For: May 21

May 26, 2015 5:21 PM EDT

 

 

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 21, 2015

 

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))

 

 

 



 

TABLE OF CONTENTS

 

Item 5.02                         Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

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

 

Signature

 

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Item 5.02                         Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

Mr. Warren Rehn, previously Senior Vice President, Exploration and Chief Geologist of Golden Minerals Company (the “Company”), was elected to serve as President effective May 21, 2015.  Mr. Jeffrey G. Clevenger, previously the Company’s Chairman, President and Chief Executive Officer, continues to serve as the Company’s Chairman and Chief Executive Officer.

 

Mr. Rehn, 60, was appointed Vice President, Exploration and Chief Geologist of the Company in February 2012 and was subsequently promoted to Senior Vice President, Exploration and Chief Geologist in December 2012.  From 2006 until February 2012, Mr. Rehn held various positions at Barrick Gold Exploration, Inc., serving most recently as Chief Exploration Geologist for the Bald Mountain and Ruby Hill mining units.  From 2005 until 2007, Mr. Rehn was a consulting geologist for Gerson Lehman Group, which provides consulting services to various industries, including geology and mining.  Mr. Rehn served as a Consulting Senior Geologist at Placer Dome Exploration, Inc. and as an independent consulting geologist throughout the Americas from 1994 until 1993.  He served as a Senior Geologist at Noranda Exploration, Inc. from 1988 until 1994.  Mr. Rehn holds an M.S. in Geology from the Colorado School of Mines and a B.S. in Geological Engineering from the University of Idaho.

 

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

 

The Company held its 2015 Annual Meeting of Stockholders (the “Meeting”) on May 21, 2015 in Golden, Colorado.  Of the 52,570,828 shares of common stock outstanding and which are entitled to vote as of the record date, 31,614,811 shares (60.1%) were present or represented by proxy at the Meeting.  The Company’s stockholders (1) approved the election of Jeffrey G. Clevenger, W. Durand Eppler, Michael T. Mason, 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 2016 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, 2015, and (3) approved, on an advisory basis, the compensation of the Company’s named executive officers.  The results of the voting on the matters submitted to the stockholders were as follows:

 

1.                                      Election of eight (8) directors to hold office until the 2016 annual meeting of stockholders or until their successors are elected.

 

Name

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Jeffrey G. Clevenger

 

18,329,000

 

373,675

 

12,912,136

 

W. Durand Eppler

 

18,403,657

 

299,108

 

12,912,136

 

Michael T. Mason

 

18,412,350

 

290,325

 

12,912,136

 

Ian Masterton-Hume

 

18,295,870

 

406,805

 

12,912,136

 

Kevin R. Morano

 

18,294,375

 

408,300

 

12,912,136

 

Terry M. Palmer

 

18,408,100

 

294,575

 

12,912,136

 

Andrew N. Pullar

 

18,412,065

 

290,610

 

12,912,136

 

David H. Watkins

 

18,013,577

 

689,098

 

12,912,136

 

 

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, 2015.

 

Votes For

 

Votes Against

 

Abstentions

 

31,303,573

 

231,865

 

79,373

 

 

3.                                      Advisory vote regarding approval of compensation of named executive officers.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

17,746,378

 

797,730

 

158,567

 

12,912,136

 

 

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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 21, 2015

 

 

Golden Minerals Company

 

 

 

 

 

By:

/s/ Robert P. Vogels

 

 

Name:

Robert P. Vogels

 

 

Title:

Senior Vice President and Chief Financial Officer

 

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