Current Report Filing (8-k)

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): August 19, 2014

GOLDEN PHOENIX MINERALS, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-22905

(Commission File Number)

41-1878178

(IRS Employer Identification No.)

125 East Main Street, Suite 602

American Fork, Utah 84003

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (801) 418-9378

N/A

(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:

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 240.13e4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On August 20, 2014, Golden Phoenix Minerals, Inc. (the “Company”) issued a press release announcing the resignation, effective August 19, 2014, of Thomas Klein as a member of the Board of Directors of Company.

A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated August 20, 2014.

Portions of this report may constitute “forward-looking statements” defined by federal securities laws. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that the actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995. Additional information about issues that could lead to material changes in the Company’s performance is contained in the Company’s filings with the Securities and Exchange Commission and may be accessed at www.sec.gov.

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.

	GOLDEN PHOENIX MINERALS, INC.
Date: August 20, 2014
	By:/s/ Dennis P. Gauger
	Name: Dennis P. Gauger
	Title: Chief Financial Officer and Corporate Secretary

Exhibit 99.1

Golden Phoenix Announces Resignation of Thomas Klein from Board of Directors

AMERICAN FORK, UTAH, August 20, 2014 - Golden Phoenix Minerals, Inc. (OTC Bulletin Board: GPXM) (“Golden Phoenix” or the “Company”) announced today that Thomas Klein has resigned from the Company’s Board of Directors. Mr. Klein has been a Director since December 2008 and previously served as Chief Executive Officer of the Company from February 2010 until that position was absorbed by the creation of the Company’s Interim Governing Board in June 2012.

Commenting on Mr. Klein’s resignation, Donald Gunn, President of the Company stated, “We thank Tom for his contributions to Golden Phoenix and wish him success in his future endeavours. The Company will evaluate potential new directors and make changes to the Board as deemed appropriate. We continue to focus on improving the financial position of the Company and have commenced our planned exploration activities on our joint-ventured Nevada Properties.”

About the Company: Golden Phoenix Minerals, Inc. is a U.S. mining company with a current growth strategy focused on the expansion of operations through the development of gold and silver mineral properties into joint ventures or royalty mining projects. The Company’s current mineral properties consist of options to acquire interests in the Mhakari and North Springs properties in Nevada. More information on the Company can be found at www.goldenphoenix.us.

Forward-Looking Statements: Information contained herein regarding pending legal matters or strategy, optimism related to the business, expanding exploration, development activities and other such statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to the safe harbors created thereby. While the Company believes such statements are reasonable, they are based on current expectations, estimates and projections about the Company's business and are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Actual results could vary materially from the description limited herein due to many factors including continued market prices for the Company’s mineral products, domestic and international business and economic conditions, and other risk factors listed in the Company's Securities and Exchange Commission (SEC) filings under “risk factors” and elsewhere. The Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.

For More Information, Contact:

Golden Phoenix Investor Relations

Telephone (801) 418-9378

Email: investors@goldenphoenix.us

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