UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

 

Check the appropriate box:

Pershing Gold Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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PERSHING GOLD CORPORATION
1658 Cole Boulevard
Building 6, Suite 210
Lakewood, Colorado 80401
(720) 974-7248

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 
To be held August 9, 2016

 

Dear Pershing Gold Corporation Stockholder:

NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders (the “Annual Meeting”) of Pershing Gold Corporation (“Pershing Gold” or the “Company”) will be held on August 9, 2016 at 9:30 a.m., local time, at the offices of Davis Graham & Stubbs LLP located at 1550 Seventeenth Street, Suite 500, Denver, Colorado 80202. The Annual Meeting will be held for the following purposes:

1.

To elect five (5) directors to hold office until their successors are elected and qualified;

2.

To conduct an advisory say-on-pay resolution to approve our executive compensations; and

3.

To ratify the appointment of KBL, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

The Board of Directors has fixed the close of business on July 7, 2016 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. This Notice of Annual Meeting of Stockholders and the attached Proxy Statement are first being mailed to Pershing Gold’s stockholders on or about July 12, 2016.

The attached Proxy Statement, proxy card and the Company’s Annual Report to Stockholders (including financial statements) for the fiscal year ended December 31, 2015 are available at http://www.viewproxy.com/pershinggold/2016.

By order of the Board of Directors,

/s/ Mindyjo Germann

Mindyjo Germann
Corporate Secretary

TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING OF STOCKHOLDERS, PLEASE SIGN, DATE, AND RETURN YOUR PROXY CARD OR SUBMIT YOUR PROXY AND/OR VOTING INSTRUCTIONS BY TELEPHONE OR THROUGH THE INTERNET SO THAT A QUORUM MAY BE REPRESENTED AT THE MEETING. STOCKHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY SO DESIRE.

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ABOUT THE MEETING			1
PROPOSAL NO. 1 — ELECTION OF DIRECTORS			5
PROPOSAL NO. 2 — ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION			7
PROPOSAL NO. 3 — RATIFICATION OF APPOINTMENT OF AUDITORS			7
THE BOARD OF DIRECTORS AND ITS COMMITTEES			8
EXECUTIVE OFFICERS			12
EXECUTIVE COMPENSATION			13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			18
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			20
INDEPENDENT PUBLIC ACCOUNTANTS			21
REPORT OF THE AUDIT COMMITTEE			22
OTHER INFORMATION			23
OTHER MATTERS			24

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PERSHING GOLD CORPORATION
1658 Cole Boulevard
Building 6, Suite 210
Lakewood, Colorado 80401
(720) 974-7248

 

PROXY STATEMENT
 
ANNUAL MEETING OF STOCKHOLDERS
 
August 9, 2016

 

This Proxy Statement is furnished to the stockholders of Pershing Gold Corporation (“Pershing Gold,” the “Company,” or “we”) in connection with the solicitation of proxies by the Board of Directors of Pershing Gold (the “Board of Directors” or the “Board”) to be voted at the Annual Meeting of Stockholders (the “Annual Meeting”) on August 9, 2016, or at any postponements or adjournments of the Annual Meeting. Our Annual Meeting is being held for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The Notice of Annual Meeting of Stockholders and this Proxy Statement and proxy card are first being mailed to Pershing Gold’s stockholders on or about July 12, 2016.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on August 9 , 2016:

The attached Proxy Statement, proxy card and the Company’s Annual Report to Stockholders (including financial statements) for the fiscal year ended December 31, 2015 are available at http://www.viewproxy.com/pershinggold/2016.

ABOUT THE MEETING

When is the Proxy Statement first being mailed to stockholders?

The Proxy Statement is first being mailed to stockholders on or about July 12, 2016.

Why am I receiving this Proxy Statement and Proxy Card?

You have received these proxy materials because the Board of Directors is soliciting your proxy to vote your common stock and/or Series E preferred stock at the Annual Meeting on August 9, 2016. This Proxy Statement describes matters on which we would like you to vote at our Annual Meeting. It also provides you with information on these matters so that you may make an informed decision.

What is the purpose of the Annual Meeting?

At our Annual Meeting, stockholders will vote on the following items of business:

1.

To elect five (5) directors to hold office until their successors are elected and qualified;

2.

To approve an advisory say-on-pay resolution to approve our executive compensation; and

3.

To ratify the appointment of KBL, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016;

Stockholders will also vote on such other matters as may properly come before the meeting or any postponement or adjournment thereof.

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What are the recommendations of the Board of Directors?

The Board of Directors recommends that you vote:

With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion.

What shares are entitled to vote?

Each share of common stock outstanding on the record date is entitled to one vote on each matter. Each share of Series E preferred stock that is outstanding on the record date is entitled to vote the number of shares of common stock into which a share of Series E preferred stock is convertible, as if converted (on an aggregate basis) on the record date. The record date for the meeting is July 7, 2016. Only stockholders of record at the close of business on that date are entitled to vote at the Annual Meeting. As of the record date, there were 26,206,570 shares of common stock outstanding and 8,946 shares of Series E preferred stock outstanding, convertible on that date to 2,725,092 shares of common stock at a ratio of one share of Series E preferred stock into approximately 304.615 shares of common stock, for a total of 28,931,662 shares eligible to vote.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most stockholders hold their shares through a broker or other holder of record rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record.   If your shares are registered directly in your name with our transfer agent, Action Stock Transfer Corp., you are considered, with respect to those shares, to be the stockholder of record, and we have sent the Notice of Annual Meeting of Stockholders directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the named proxy holder or to vote in person at the meeting. You may vote by proxy by filling out the proxy card included with the materials, by voting online or by calling the number found on the proxy card.

Beneficial Owner.   If your shares are held in a brokerage account, or by a bank or other holder of record, you are considered the beneficial owner of shares held in “street name,” and the proxy materials are being forwarded to you by the holder of record together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote and are also invited to attend the Annual Meeting.

Who may attend the meeting?

All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. If you are not a stockholder of record but hold shares through a broker, bank or other holder of record (i.e., in street name) and wish to attend the meeting, you will need to provide proof of beneficial ownership on the record date, such as your most recent account statement as of July 7, 2016, a copy of the voting instruction card provided by your broker, bank or other holder of record, or other similar evidence of ownership. Registration and seating will begin at 9:00 a.m., Denver time. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

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If I am a stockholder of record, how do I vote?

If you are a stockholder of record, you may vote by proxy using the enclosed proxy card, by Internet by visiting the website that appears on the proxy card, by telephone by calling the number that appears on the proxy card, or in person at the Annual Meeting. To ensure that your vote is counted, even if you plan to attend the Annual Meeting, we recommend that you submit your proxy prior to the meeting as described below so that your vote will be counted if you later decide not to attend the meeting.

To vote your shares of common stock or preferred stock by using the enclosed proxy card, please fill out the proxy card included with the materials, or call the toll free number or visit the website found on the proxy card.

If I am a beneficial owner of shares held in street name, how do I vote?

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received from that organization, rather than from Pershing Gold, a voting instruction card with these proxy materials. You may vote by submitting voting instructions to your broker, bank or other holder of record. For directions on how to vote, please refer to the voting instruction card provided by your broker, bank or other holder of record.

If you do return your voting instruction card, but do not provide instructions to your broker or nominee regarding how to vote your shares, your shares will be counted in determining whether there is a quorum, but the nominee is not permitted to vote your shares except on matters that are determined to be routine. The ratification of the independent auditor is a routine matter. If a proposal is a non-routine matter, a broker or nominee may not vote the shares on the proposal without receiving instructions from the beneficial owner of the shares. The election of directors is not considered to be a routine matter.

You may vote in person at the meeting only if you obtain a legal proxy from the broker, bank or other holder of record that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you submit your voting instructions to the record holder prior to the meeting as described above so that your vote will be counted if you later decide not to attend the meeting.

May I change my vote or revoke my proxy after I return my proxy card?

Yes. Even after you have submitted your proxy, you may change the votes you cast or revoke your proxy at any time before the votes are cast at the meeting by: (1) delivering a written notice of your revocation to our Corporate Secretary at our principal executive office located at 1658 Cole Boulevard, Building 6, Suite 210, Lakewood, CO 80401; (2) executing and delivering a later dated proxy card; or (3) by the Internet or telephone by following the voting instructions provided in the Notice of Annual Meeting of Stockholders. In addition, the powers of the proxy holders to vote your stock will be suspended if you attend the meeting in person and so request, although attendance at the meeting will not by itself revoke a previously granted proxy.

What constitutes a quorum?

The presence at the meeting, in person or by proxy, of the holders of a majority (over 50%) of the shares of our capital stock outstanding, including all common stock and Series E preferred stock voting on an as-converted basis, as of the record date will constitute a quorum. There must be a quorum for any action to be taken at the meeting (other than an adjournment or postponement of the meeting). If you properly submit a proxy, even if you abstain from voting, then your shares will be counted for purposes of determining the presence of a quorum. If a broker or bank indicates on a proxy that it lacks discretionary authority as to certain shares to vote on a particular matter, commonly referred to as “broker non-votes,” those shares will still be counted for purposes of determining the presence of a quorum at the meeting.

Under the rules of the Nasdaq Stock Market, a broker or bank with uninstructed shares proxy may generally vote as the broker or bank determines in its discretion on behalf of the beneficial owner on routine matters, but cannot vote on non-routine matters, the latter of which results in “broker non-votes.” Under Nasdaq rules, proposals one and two involve non-routine matters, and without your instruction, your broker cannot vote your shares on these matters. Accordingly, broker non-votes are expected. No broker non-votes are expected for proposal three as it involves matters considered to be routine.

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What vote is required to approve each item?

Election of Directors.   In the election of directors, five (5) candidates will be elected by a plurality of affirmative votes present in person or by proxy at the Annual Meeting and entitled to vote on the election of directors, meaning that the five (5) candidates that receive the highest number of affirmative votes will be elected to serve on our Board of Directors. Withheld votes are not counted towards the achievement of a plurality. “Broker non-votes” have no effect on the outcome of the vote.

Advisory Say-On-Pay Resolution .  The advisory say-on-pay resolution to approve our executive compensation must receive the affirmative vote of a majority of the votes cast on this proposal. Because your vote on this proposal is advisory, it will not be binding on the Board of Directors or the Company. However, the Board of Directors will review the voting results and take them into consideration when making future decisions regarding executive compensation. Abstentions and “broker non-votes” are not counted for determining the number of votes cast for or against this proposal, and therefore have no effect on the outcome of the vote.

Ratification of KBL, LLP.   The affirmative vote of a majority of the votes cast on this proposal will be required for ratification. Abstentions and “broker non-votes” are not counted for determining the number of votes cast for or against this proposal, although because this is a routine matter, no “broker non-votes” are expected.

How may I vote on each of the proposals?

In the election of directors, you may vote FOR any one or more, or all, of the nominees, or your vote may be WITHHELD with respect to any one or more, or all, of the nominees. For the advisory say-on-pay resolution to approve our executive compensation, you may vote FOR or AGAINST the proposal, or you may indicate that you wish to ABSTAIN from voting on the proposal. For the ratification of KBL, LLP, you may vote FOR or AGAINST the proposal, or you may indicate that you wish to ABSTAIN from voting on the proposal.

Who will count the proxy votes?

Votes will be tabulated by Alliance Advisors, LLC.

How will voting on any other business be conducted?

We do not expect any matters to be presented for a vote at the meeting other than the matters described in this Proxy Statement. If any matters are properly brought before the meeting, the persons named on the enclosed proxy card will vote on such matters in accordance with their best judgment.

What rights of appraisal or similar rights of dissenters do I have with respect to any matter to be acted upon at the meeting?

Under Nevada law, stockholders of the Company do not have the right to dissent and obtain an appraisal of their shares with respect to the proposed actions described in this Proxy Statement.

Who will bear the cost of this proxy solicitation?

The cost of this proxy solicitation will be borne by Pershing Gold. In addition to solicitation by mail, our officers, directors and employees may solicit proxies by telephone, email, or in person. We will also request banks and brokers to solicit their customers who have a beneficial interest in our common stock registered in the names of nominees, and we may reimburse banks and brokers for their reasonable out-of-pocket expenses in so doing.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published by the Company in a Current Report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission within four business days following the Annual Meeting.

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PROPOSAL NO. 1 — ELECTION OF DIRECTORS

The Board of Directors unanimously recommends that the Company’s stockholders vote FOR the election of the following five nominees:

Stephen Alfers
D. Scott Barr
Barry Honig
Edward Karr
Alex Morrison

The Board of Directors , upon the recommendation of the Corporate Governance and Nominating Committee, has nominated for election at the Annual Meeting Messrs. Alfers, Barr, Honig, Karr, and Morrison to serve until the next annual meeting of the Company’s stockholders and until their successors are elected and qualified. Messrs. Alfers, Barr, Honig, Karr and Morrison are currently directors of Pershing Gold and have consented to being named as nominees.

The following table sets forth the name, residence, age, and current positions of each nominee:

Name and Residence		Age		Position
Stephen Alfers (1) Colorado, USA		70		Director, Chairman of the Board of Directors
D. Scott Barr Arizona, USA		66		Director
Barry Honig Florida, USA		45		Director
Edward Karr, Geneva, Switzerland		46		Director
Alex Morrison Colorado, USA		52		Director

(1)

Mr. Alfers also serves as our President and Chief Executive Officer.

Information regarding each nominee is set forth below, based upon information furnished to us by the nominee.

Nominees for Election

Stephen Alfers .  Mr. Alfers has served as our Chief Executive Officer and Chairman since February 2012 and as our President since August 2012. Mr. Alfers served as the President and Chief of U.S. Operations of Franco-Nevada Corporation from January 2010 to September 2011 and its Vice President (Legal) from December 2007 to December 2009. Mr. Alfers is the founder and, since 2007, has been the President of Alfers Mining Consulting, which performs consulting services from time to time for mining and exploration companies and investors in these industries, including providing continuing services from time to time for Franco-Nevada Corporation, with Mr. Alfers serving as an officer and director of certain of the U.S. subsidiaries of Franco-Nevada Corporation. Mr. Alfers served as the President and Chief Executive Officer of NewWest Gold Corporation, a publicly traded Canadian corporation listed on the Toronto Stock Exchange, from 2006 to 2007. Mr. Alfers also served on the Board of Directors of NewWest Gold Corporation from 2005 to 2007. Mr. Alfers served as President and Chief Executive Officer of the NewWest Resources Group from 2001 to 2005 and as President and Chief Executive Officer of NewWest Gold Corporation, a privately-held Delaware Corporation from 2005 to 2006. Mr. Alfers was the founder in 1995, and served as managing partner from 1995 to 2001 of, Alfers & Carver LLC, a boutique natural resources law firm. Mr. Alfers received a J.D. from the University of Virginia, an M.A. in Monetary Policy and Public Finance from the University of Denver and a B.A. in Economics from the University of Denver. Mr. Alfers was chosen to be a director of the Company based on his extensive mining industry and operational experience, and his mining industry legal expertise. Mr. Alfers is a member of the Technical Committee.

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D. Scott Barr.   Mr. Barr has served as a director since June 2016. Mr. Barr is a metallurgical and chemical engineer with over 40 years of project development, evaluation and operations experience in Nevada and worldwide with both large and small mining companies. Since September 2015, Mr. Barr has been principal of DScottBarr Consulting Inc., advising mining companies on metallurgical plant and project feasibility study reviews, among other projects. From October 1995 to April 2008 and from December 2011 to August 2015, Mr. Barr served in a variety of executive and technical leadership positions at Newmont Mining Corporation, a large gold producer, most recently as Executive for Value Assurance. From April 2008 to December 2011, Mr. Barr served as Executive Vice President/Chief Operating Officer and Technical Advisor for Golden Star Resources Ltd., a mid-tier gold producer with two production operations in Western Ghana. He currently serves on the board of directors of Seabridge Gold Inc. Mr. Barr received an M.S. in metallurgical engineering from the University of Nevada, Mackay School of Mines in 1973 and bachelor of science degrees in chemical engineering and metallurgical engineering from the University of Idaho in 1971. Mr. Barr was chosen to be a director of the Company based on his extensive mining industry and operational experience. Mr. Barr is a member of the Audit Committee and Technical Committee and chair of the Corporate Governance and Nominating Committee.

Barry Honig.   Mr. Honig has served as a director since September 2010, and served as Co-Chairman from September 2010 until September 2011 and as Chairman from September 2011 to February 2012. Since January 2004, Mr. Honig has been the President of GRQ Consultants, Inc., and a private investor and consultant to early stage companies. Mr. Honig’s expertise includes early stage company capital restructuring, debt financing, capital introductions, and mergers and acquisitions. Mr. Honig sits on the boards of several private companies. In addition, Mr. Honig served as director and co-Chairman of Chromadex Corporation from October 2011 to February 2015, and as director and co-Chairman of InterCLICK, Inc. from August 2007 through December 2011. Mr. Honig has also served on the board of Majesco Entertainment from 2015 to present, currently serving as co-Chairman, and has served on the board of Levon Resources Ltd. since 2015, currently serving as Chairman. Mr. Honig was selected to serve as a director due to his extensive knowledge of the capital markets, his judgment in assessing business strategies and accompanying risks, and his expertise with emerging growth companies. Mr. Honig is a member of the Compensation and Technical Committees.

Alex Morrison .  Mr. Morrison has served as a director since November 2012. Mr. Morrison is a mining executive, chartered accountant and certified public accountant with over 26 years of experience in the mining industry. He currently serves on the boards of Detour Gold Corporation, Gold Resource Corporation and Taseko Mines Limited. Mr. Morrison has held senior executive positions at a number of mining companies, most recently serving as Vice President and Chief Financial Officer of Franco-Nevada Corporation from 2007 to April 2010. From 2002 to 2007, Mr. Morrison held increasingly senior positions at Newmont Mining Corporation, including Vice President, Operations Services and Vice President, Information Technology. Prior to 2002, Mr. Morrison was Vice President and Chief Financial Officer of NovaGold Resources, Inc. and Vice President and Controller of Homestake Mining Company and held senior financial positions at Phelps Dodge Corporation and Stillwater Mining Company. In addition, from time to time between 2007 and the present, Mr. Morrison has performed financial consulting services for mining companies. Mr. Morrison began his career with PricewaterhouseCoopers LLP after obtaining his B.A. in Business Administration from Trinity Western University. Mr. Morrison was selected to serve as a director due to his extensive mining resource and business experience and his financial expertise. Mr. Morrison is currently the chair of the Audit, Compensation, and Technical Committees and a member of the Corporate Governance and Nominating Committee.

Edward Karr.   Mr. Karr was appointed to the board of directors on June 9, 2015. Mr. Karr has been the Chief Executive Officer of RAMPartners SA, an investment advisory firm based in Geneva, Switzerland since he founded it in 2005. Mr. Karr is also a co-founder and Managing Director of Strategic Asset Management SA and co-founder and Managing Director of Strategic Swiss Advisors Sàrl, both Swiss asset management companies. In June 2015, Mr. Karr was appointed to the board of directors of Dataram Corporation, a developer, manufacturer and marketer of memory and caching products. Mr. Karr is a Board member of Majesco Entertainment Co. and Levon Resources. Prior to founding RAMPartners SA, Mr. Karr managed a private Swiss asset management, investment banking and trading firm based in Geneva for six years where he was responsible for capital market transactions, investment and marketing activities. Mr. Karr served as a

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director of Spherix Corporation from November 2012 to December 2014, and has served as a director for Strategic Swiss Advisors Sàrl from 2013 to present. From 1995 to 1996, Mr. Karr worked for Prudential Securities in the United States. He has been in the financial services industry for over twenty years. Before his entry into the financial services arena, Mr. Karr was affiliated with the United States Antarctic Program and spent thirteen consecutive months working in the Antarctic, receiving the Antarctic Service Medal. Mr. Karr studied at Embry-Riddle Aeronautical University, Lansdowne College in London, England and received a B.S. in Economics/Finance with Honors (magna cum laude) from Southern New Hampshire University. He is an Executive Committee member, past President and current Nominating Committee Chair of the American International Club of Geneva. Mr. Karr was selected to serve as a director due to his experience in capital markets and financial expertise. Mr. Karr is currently a member of the Audit, Compensation, and Corporate Governance and Nominations Committees.

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Audit Committee may reconsider, but will not necessarily change, its appointment of KBL, LLP to serve as our independent registered public accounting firm.

KBL, LLP has served as the Company’s independent registered public accounting firm since 2010, providing audits for the Company for the fiscal years ended December 31, 2010 through December 31, 2015.

For more information about the Company’s independent auditor, refer to the discussion under the heading “Independent Public Accountants” beginning on page 21 of this Proxy Statement.

THE BOARD OF DIRECTORS AND ITS COMMITTEES

Meetings and Committees of the Board of Directors

During 2015, our Board of Directors held nine (9) meetings. Mr. Alfers, Mr. Honig and Mr. Morrison each attended all nine of the meetings. Mr. Karr attended each of the six meetings that occurred in 2015 subsequent to his election to the Board, and Mr. Alan Branham attended each of the four meetings that occurred subsequent to his election to the Board and prior to his passing on September 4, 2015. Each incumbent director attended 75% or more of the aggregate of all meetings of the Board of Directors and committees of the Board of Directors on which he served that were held during the period he was a director.

Board Committees

Audit Committee.   We have a standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee was formed in June 2015 and met two times during 2015. Our Audit Committee is currently comprised of Messrs. Barr, Karr and Morrison. Mr. Branham was a member of the Audit Committee from formation of the Committee in June 2015 until September 4, 2015. Mr. Barr was appointed to the Audit Committee on June 24, 2016. Each of the members of the Audit Committee is, and Mr. Branham was, independent, as defined by the Nasdaq listing standards. Our Board of Directors has determined that Mr. Morrison, the Audit Committee Chairman, qualifies as an “Audit Committee Financial Expert” as that term is defined in rules promulgated by the SEC. The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities, primarily through overseeing management’s conduct of the Company’s accounting and financial reporting process and systems of internal accounting and financial controls; selecting, retaining and monitoring the independence and performance of the Company’s outside auditors, including overseeing the audits of the Company’s financial statements, approving any non-audit services; and providing an avenue of communication among the outside auditors, management and the Board. The Audit Committee regularly reviews the Company’s financial statements and reports, earnings press releases, financial reporting process, system of internal controls, and compliance with applicable law.

The Board of Directors has adopted a written charter for the Audit Committee. The charter may be viewed on our website at http://www.pershinggold.com/corporate-info/corporate-governance.

Compensation Committee.   The Compensation Committee was formed in June 2015 and met one time during 2015 and is currently comprised of Messrs. Honig, Karr and Morrison. Each member of the Compensation Committee is independent as defined by Nasdaq listing standards. The principal responsibilities of the Compensation Committee are to review the performance of the Company’s executives, set compensation-related policies, make recommendations to the Board relating to the Company’s equity-based incentive plans and report to the stockholders regarding the Company’s executive compensation practices and policies. The Compensation Committee’s authority varies with respect to the matters it reviews, and the Committee may recommend or directly approve matters, as applicable, in accordance with its charter. The Company’s chief executive officer (“CEO”) may be present during the voting or deliberations on the compensation of executive officers other than the CEO. The Compensation Committee has authority to retain such compensation consultants, outside counsel and other advisors as the Committee in its sole discretion deems appropriate after taking into consideration factors relevant to the consultant’s independence. In 2015, the Board of Directors and, upon its formation, the Compensation Committee, engaged the services of Lane Caputo Compensation Inc. to evaluate the appropriateness of the equity grants made to Mr. Alfers and Mr. Morrison and certain terms of Mr. Alfers’ amended employment agreement as related to exploration stage peer companies in North America. Mr. Morrison chairs the Compensation Committee.

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The Board of Directors has adopted a charter for the Compensation Committee, a copy of which is available on our website at http://www.pershinggold.com/corporate-info/corporate-governance.

Corporate Governance and Nominating Committee.   The Corporate Governance and Nominating Committee was formed in June 2015 and did not meet during 2015. It is currently comprised of Messrs. Barr, Karr and Morrison. Mr. Branham was a member of the Corporate Governance and Nominating Committee from its formation until September 4, 2015. Mr. Barr was appointed to the Corporate Governance and Nominating Committee on June 24, 2016. Each member of the Corporate Governance and Nominating Committee is, and Mr. Branham was, independent as defined by Nasdaq listing standards. The Corporate Governance and Nominating Committee is responsible for overseeing and evaluating the Board’s performance and the Company’s compliance with applicable corporate governance regulations, guidelines and principles; identifying individuals qualified to become Board members; recommending to the Board proposed nominees for Board membership; and recommending to the Board directors to serve on each standing committee. Due to the small size of the Company, the Board of Directors does not believe the Corporate Governance and Nominating Committee requires a formal policy with regard to the consideration of director candidates recommended by stockholders, although the committee will consider all qualified candidates that are brought to its attention by means of the address on page 10 of this Proxy Statement. In evaluating director candidates, the Corporate Governance and Nominating Committee considers the business experience, or specialized skills or experience of director candidates, as well as diversity of background and experience — including diversity of race, ethnicity, international background, gender and age. Mr. Barr chairs the Corporate Governance and Nominating Committee.

The Board of Directors has adopted a charter for the Corporate Governance and Nominating Committee, a copy of which is available on our website at http://www.pershinggold.com/corporate-info/corporate-governance .

Technical Committee.   The Technical Committee was formed in November 2015 and did not meet during 2015. It is currently comprised of Messrs. Alfers, Barr, Morrison, and Honig. Mr. Barr was appointed to the Technical Committee on June 24, 2016. The Technical Committee is responsible for assisting management and the Board in fulfilling its responsibilities regarding of the advancement of the Relief Canyon project, including economic analysis, preparations for the start-up of mining and such other matters as may be requested. Mr. Morrison chairs the Technical Committee.

The Board of Directors has adopted a charter for the Technical Committee, a copy of which is available on our website at http://www.pershinggold.com/corporate-info/corporate-governance .

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted a formal policy regarding whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its stockholders to have these two positions overlap due to the small size of the Company. The Board of Directors has not designated a lead independent director.

Our Board of Directors is primarily responsible for overseeing our risk management processes. The Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our Company’s assessment of risks. The Board of Directors focuses on the most significant risks facing our Company and our Company’s general risk management strategy, and also ensures that risks undertaken by our Company are consistent with the Board of Directors’ appetite for risk. While the Board of Directors oversees our Company, our Company’s management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our Company and that our Board of Directors leadership structure supports this approach.

Director Independence

We currently have five directors serving on our Board of Directors: Messrs. Alfers, Barr, Honig, Karr, and Morrison. Mr. Branham served on the Board from June 9, 2015 to September 4, 2015. We have determined that Mr. Barr, Mr. Morrison, Mr. Honig, and Mr. Karr are, and Mr. Branham was, independent directors of the Company in accordance with the definition of independence set forth in the Nasdaq rules. Each director who is a member of a committee subject to independence standards under the Nasdaq rules is

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independent under such standards. In reaching these determinations, the Board of Directors considered consulting fees paid to Mr. Karr and Mr. Barr prior to their respective appointments to the Board of Directors and consulting fees paid to Mr. Morrison prior to the formation of the Audit Committee and the Company’s listing on Nasdaq which amounts did not require reporting under Item 404(a) of Regulation S-K.

Stockholder Nominations

We do not currently have a policy or specified procedures in place pursuant to which security holders may recommend nominees to the Board of Directors. We believe that the Board of Directors can appropriately consider and respond to stockholder nominations.

Communication with the Board

We have established a process for stockholders to communicate with the Board of Directors. Stockholders wishing to communicate with the Board of Directors should send an email, write or telephone Mindyjo Germann, Corporate Secretary, at:

Pershing Gold Corporation
1658 Cole Boulevard
Building 6, Suite 210
Lakewood, Colorado 80401
Telephone: (720) 974-7248
Facsimile: (720) 974-7249
Email: investors@pershinggold.com

Any such communication must state the type and amount of Pershing Gold securities held by the stockholder and must clearly state that the communication is intended to be shared with the Board of Directors. Ms. Germann will forward any such communication to the members of the Board of Directors.

Director Attendance at the Annual Meeting

All members of the Board of Directors are encouraged, but not required, to attend annual meetings of stockholders. All then incumbent Board members attended the 2015 Annual Meeting of Stockholders, held on June 9, 2015.

Director or Officer Involvement in Certain Legal Proceedings

Our directors and executive officers have not been involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years.

Family Relationships

There are no family relationships among the executive officers and directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our equity securities to file reports of ownership and changes in ownership of our equity securities with the SEC. Based on the information available to us for 2015, we believe that all applicable Section 16(a) filing requirements were met on a timely basis except that Mr. Honig, Mr. Alexander, Ms. Struhsacker and Mr. Janke each filed one late report regarding one transaction.

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Director Compensation

The following table sets forth compensation paid to our non-employee directors in 2015.

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Alan Branham		$	15,084			$	33,000	(1)		$	—			$	—			$	—			$	—			$	48,084
Barry Honig		$	35,000			$	—			$	—			$	—			$	—			$	—			$	35,000
Edward Karr		$	23,007			$	78,750	(2)		$	—			$	—			$	—			$	50,000	(3)		$	151,757
Alex Morrison		$	63,757			$	340,000	(4)		$	—			$	—			$	—			$	17,250	(5)		$	421,007

(1)

Amount represents grant date fair market value calculated pursuant to FASB ASC Topic 718 of 5,556 restricted stock units when granted on June 9, 2015, all of which vested upon Mr. Branham’s passing on September 4, 2015. See footnote (1) to the Summary Compensation Table on page 13 of this Proxy Statement for additional information regarding this calculation.

(2)

Amount represents grant date fair market value calculated pursuant to FASB ASC Topic 718 of (a) 5,556 restricted stock units when granted on June 9, 2015, vesting in equal thirds on June 9, 2016, June 9, 2017 and June 9, 2018, and valued at $33,000; and (b) 12,500 restricted stock units granted on December 9, 2015, which were fully vested on the date of grant, and valued at $45,750. See footnote (1) to the Summary Compensation Table on page 13 of this Proxy Statement for additional information regarding this calculation. The aggregate number of outstanding but unvested stock awards (including unvested restricted stock units) for Mr. Karr as of December 31, 2015 was 3,704 shares.

(3)

The amount shown includes consulting fees paid to a consulting firm controlled by Mr. Karr prior to his appointment to the Board of Directors in June 2015.

(4)

Amount represents grant date fair market value calculated pursuant to FASB ASC Topic 718 of 55,556 restricted stock units when granted on June 8, 2015, vesting in equal thirds on June 8, 2016, June 8, 2017 and June 8, 2018. See footnote (1) to the Summary Compensation Table on page 13 of this Proxy Statement for additional information regarding this calculation. The aggregate number of outstanding but unvested stock awards (including unvested restricted stock units) for Mr. Morrison as of December 31, 2015 was 37,038 shares.

(5)

Amount represents fees for consulting services provided to the Company prior to the Company’s listing on Nasdaq on July 6, 2015, but does not include $3,000 in such consulting fees earned in 2014 but paid in 2015.

Our directors who are also our employees receive no fees for Board service. Mr. Alfers is the only director who is also an employee. The compensation for all non-employee directors includes a $25,000 annual cash retainer and a $1,000 cash fee for attendance at each Board meeting. Directors receive a $1,000 cash fee for attendance at all committee meetings, and the chairs of the Audit, Compensation and Corporate Governance and Nominating committees receive annual cash retainers of $15,000, $10,000 and $7,500 respectively. The chair of the Technical Committee received a $35,000 cash retainer for the period from the establishment of the Technical Committee and ending with the 2016 Annual Meeting, which retainer may be varied in future years based on the Board’s assessment of the responsibilities of the Technical Committee in any such year. Non-employee members of the Technical Committee receive a fee of $150 per hour up to a maximum of $1,000 per day for Technical Committee service that occurs other than at a meeting of the Technical Committee. Retainers paid to committee chairs in 2015 were pro-rated according to the amount of time the committee was in existence in 2015. Non-employee directors also receive an initial grant of restricted stock units, vesting in equal tranches on the first three anniversaries of the grant date, equal in value to $25,000, and annual grants of restricted stock units, vesting on the first anniversary of the grant date, and equal in value when granted to $50,000. For each vested restricted stock unit, the non-employee director is entitled to receive one unrestricted share of common stock upon termination of the director’s service on our Board of Directors. Our directors are also eligible to receive other equity awards, including stock options, under our equity incentive plans.

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EXECUTIVE OFFICERS

Executive Officers of Pershing Gold

Name		Age		Position
Stephen Alfers		70		Chief Executive Officer, President and Chairman
Debra Struhsacker		63		Senior Vice President
Timothy Janke		64		Chief Operating Officer
Eric Alexander		49		Vice President Finance and Controller

Stephen Alfers .  Please see “PROPOSAL 1 — ELECTION OF DIRECTORS — Nominees for Election — Stephen Alfers” for biographical information regarding Mr. Alfers.

Debra Struhsacker.   Ms. Struhsacker was appointed Corporate Vice President in September 2013, and was named Senior Vice President in September 2014. From June 2006 until joining the Company, Ms. Struhsacker was the principal of her own consulting business, providing management, coordination and execution of environmental permitting strategies and other environmental, regulatory, governmental and community relations issues to mining companies. She has provided consulting services to the Company at the Relief Canyon Project since October 2011. She served as Vice President, U.S. Governmental and Regulatory Affairs for Kinross Gold USA, Inc., a subsidiary of Kinross Gold Corporation, from July 2003 to May 2006, and was engaged in her own consulting business from April 1991 until June 2003. Ms. Struhsacker has over 25 years of experience in hardrock mining and environmental issues, including related public policy issues, permitting and reclamation. She has a B.A. in Geology and French from Wellesley College and a M.S. in Geology from the University of Montana. Ms. Struhsacker is a certified professional geologist (Wyoming and American Institute of Professional Geologists).

Timothy Janke .  Mr. Janke was appointed Chief Operating Officer in August 2014. Since November 2010, Mr. Janke has been the president of his own consulting business providing mine operating and evaluation services to several mining companies. Beginning in July 2012, he provided consulting services at the Relief Canyon Project advising the Company on mine start-up plans and related activities. From June 2010 to August 2014, Mr. Janke served as Vice President and Chief Operating Officer of Renaissance Gold, Inc. and its predecessor Auex Ventures, Inc. He was General Manager-Projects for Goldcorp Inc. and its predecessor Glamis Gold, Inc. from July 2009 to May 2010, Vice President and General Manager of the Marigold Mine from February 2006 to June 2009, and its Manager of Technical Services from September 2004 to January 2006. Since August 2011, Mr. Janke has served as a director for Renaissance Gold. Mr. Janke has over 40 years of engineering and operational experience in the mining industry. He has a B.S. in Mining Engineering from the Mackay School of Mines.

Eric Alexander.   Mr. Alexander joined the Company in September 2012 as its Vice President Finance and Controller and was appointed as the Company’s principal financial officer and principal accounting officer in November 2012. Prior to the joining the Company, Mr. Alexander was the Corporate Controller for Sunshine Silver Mines Corporation, a privately held mining company with exploration and pre-development properties in Idaho and Mexico, from March 2011 to August 2012. He was a consultant to Hein & Associates LLP from August 2012 to September 2012 and a Manager with Hein & Associates LLP from July 2010 to March 2011. He served from July 2007 to May 2010 as the Corporate Controller for Golden Minerals Company (and its predecessor, Apex Silver Mines Limited), a publicly traded mining company with operations and exploration activities in South America and Mexico. He has over 25 years of corporate, operational and business experience, and 11 years of mining industry experience. In addition to working in the industry he also held the position of Senior Manager with the public accounting firm KPMG LLP, focusing on mining and energy clients. Mr. Alexander has a B.S. in Business Administration (concentrations in Accounting and Finance) from the State University of New York at Buffalo and is also a licensed CPA.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes the compensation through December 31, 2015 of each of our named executive officers.

Name and Principal Position		Year				Salary ($)				Bonus ($)				Option Awards ($)				Stock Awards ($) (1)				All Other Compensation ($)				Total ($)
Stephen Alfers Chief Executive Officer, President and Chairman			2015				388,068	(2)			—				—				1,755,000	(3)			—				2,143,068
			2014				350,000				350,000				—				—				—				700,000
Debra Struhsacker Senior Vice President			2015				225,000				40,000				—				56,000				—				321,000
			2014				200,000				125,000				—				74,200				—				399,200
Timothy Janke Chief Operating Officer			2015				130,528				15,000				—				32,375				—				177,763
			2014	(4)			39,346				75,000				—				214,200				36,225				364,771
Eric Alexander Vice President Finance and Controller			2015				183,750				24,500				—				23,625				—				231,875
			2014				175,000				60,000				—				25,200				—				260,200

(1)

Reflects the grant date fair value of the Company’s common stock calculated in accordance with FASB ASC Topic 718. For information regarding the assumptions used to compute grant date fair market value, see Note 2 to the Company’s Audited Consolidated Financial Statements included in the Company’s 2015 annual report on Form 10-K.

(2)

Reflects the grant date value based upon the probable outcome of performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718. Assuming the highest level of performance conditions will be achieved, the value of the award at the grant date was $4,095,000.

(3)

Reflects increase in Mr. Alfers base salary from $350,000 per year to $425,000 per year on June 28, 2015.

(4)

Timothy Janke joined the Company as the Company’s Chief Operating Officer in August 2014, and his 2014 salary amount is a portion of his annual $100,000 salary pro-rated from his start date. Mr. Janke devotes approximately half of his time to serving as Chief Operating Officer. All Other Compensation includes $36,225 in consulting fees paid to Mr. Janke in 2014 prior to his appointment as Chief Operating Officer.

Agreements with Executive Officers

Stephen Alfers

We entered into an amended and restated employment agreement (the “Amended and Restated Employment Agreement”) with Mr. Alfers on June 28, 2015 that provides that Mr. Alfers will serve as our Chief Executive Officer until December 31, 2018, subject to renewal. Pursuant to the terms of his employment agreement, Mr. Alfers will be entitled to a base salary of $425,000 per year, subject to adjustment. Mr. Alfers will also receive an annual bonus if the Company meets or exceeds certain criteria adopted by the Board. The annual target bonus amount for Mr. Alfers shall equal 100% of his annualized base salary for that year if target levels of performance for that year are achieved, with greater or lesser amounts paid for performance above and below such target.

Upon Mr. Alfers’ termination without Cause (as defined in the employment agreement) or upon Mr. Alfers’ resignation for Good Reason (as defined in the employment agreement), in either case where such termination is outside of a Change in Control Period (as defined below and in the employment agreement), the Company shall pay to Mr. Alfers, in addition to any Accrued Obligations (as defined in the employment agreement), a lump sum payment in an amount equal to two (2) times the sum of (i) Mr. Alfers’ base salary plus (ii) the average of the actual bonus amounts paid to Mr. Alfers’ in the two years prior to termination.

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Additionally, any remaining unvested restricted shares of Company common stock granted to Mr. Alfers on February 9, 2012 in conjunction with his original employment agreement shall fully and immediately vest. Any other unvested equity awards shall be forfeited as of the date of termination (unless otherwise provided in the applicable award agreement or equity plan), and vested equity awards shall be treated as provided in the applicable award agreement or equity plan.

Upon Mr. Alfers’ termination without Cause within six months prior to or twenty four months following a Change in Control (as defined in the employment agreement and with such period to be referred to as a “Change in Control Period”) or upon Mr. Alfers’ resignation for Good Reason during a Change in Control Period, the Company shall pay to Mr. Alfers, in addition to any Accrued Obligations, a lump sum payment in an amount equal to two times the sum of (i) Mr. Alfers’ base salary plus (ii) the average of the actual bonus amounts paid to Mr. Alfers’ in the two years prior to termination. Additionally, any unvested equity awards that were granted prior to such Change in Control shall fully and immediately vest (unless otherwise provided in the applicable award agreement or equity plan).

Mr. Alfers’ bonus amounts are subject to claw-back rights in the event of certain restatements of the Company’s financial information for a period of three years.

In connection with the employment agreement, Mr. Alfers was awarded restricted stock units pursuant to a Restricted Stock Unit Grant Agreement dated June 28, 2015 (the “RSU Agreement”). Under the terms of the RSU Agreement, Mr. Alfers was granted a total of 700,000 restricted stock units. The initial 300,000 restricted stock units (the “Initial RSUs”) are subject to vesting upon Mr. Alfers’ continuous employment through December 31, 2018 (“Employment Term End Date”). If Mr. Alfers’ employment is terminated prior to the Employment Term End Date (i) by the Company other than for Cause, (ii) by Mr. Alfers’ resignation for Good Reason (as defined in the employment agreement), or (iii) as a result of Mr. Alfers’ death or Disability (as defined in the employment agreement), all Initial RSUs shall become fully vested immediately prior to such termination. Such Initial RSUs shall also become fully vested upon a Change in Control (as defined in the Company’s 2013 Equity Incentive Plan). Each Initial RSU that becomes fully vested will entitle Mr. Alfers to receive one share of common stock as soon as practicable following the vesting event.

The remaining 400,000 restricted stock units (the “Performance RSUs”) are subject to vesting upon the attainment of certain performance-based milestones set forth in the RSU Agreement and shall become fully vested upon a Change in Control. As of July 5, 2016, 120,000 Performance RSUs have vested. For each fully vested Performance RSU, Mr. Alfers will be entitled to receive one share of common stock upon the earlier of December 31, 2018, Mr. Alfers’ separation from service or death, or a 409A Change in Control (as defined in the RSU Agreement), all as set forth in the RSU Agreement.

On February 5, 2015, the Company and Mr. Alfers entered into a Third Amendment to the Restricted Stock Agreement dated May 13, 2013, as amended on December 23, 2013 and June 11, 2014 (as amended, the “Restricted Stock Agreement”). Pursuant to this amendment, the vesting of 72,098 shares of restricted stock, of a total of 216,251 restricted shares that were granted pursuant to the Restricted Stock Agreement, was deferred from June 18, 2015 to March 14, 2016.

On February 5, 2015, the Company and Mr. Alfers entered into a Third Amendment to the Amended and Restated Restricted Stock Agreement dated May 13, 2013, as amended on December 23, 2013 and June 11, 2014 (as amended, the “Amended and Restated Restricted Stock Agreement”). Pursuant to this amendment, the vesting of 20,514 shares of restricted stock, of a total of 61,527 restricted shares that were granted pursuant to the Amended and Restated Restricted Stock Agreement, was deferred from June 18, 2015 to March 14, 2016.

On February 5, 2015, the Company and Mr. Alfers entered into a Third Amendment to the Executive Employment Agreement dated February 9, 2012, as amended on February 8, 2013 and December 23, 2013 (as amended, the “Executive Employment Agreement”). Pursuant to this amendment, the vesting of 166,667 shares of restricted stock, of a total of 666,667 restricted shares that were granted pursuant to the Executive Employment Agreement, was deferred from February 9, 2015 to February 9, 2016. The Executive Employment Agreement was superseded by the Amended and Restated Employment Agreement.

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Debra Struhsacker

We entered into an offer letter with Ms. Struhsacker on September 23, 2013 pursuant to which Ms. Struhsacker was hired to serve as the Company’s Corporate Vice President and is entitled to an annual base salary, subject to adjustment at the sole discretion of the Chief Executive Officer with the approval of the Board of Directors. In September 2014, Ms. Struhsacker was promoted to Senior Vice President.

In connection with the offer letter we entered into with Ms. Struhsacker, we also entered into a severance compensation agreement with Ms. Struhsacker on September 19, 2013. Upon a Qualifying Termination (as defined in the severance compensation agreement) occurring on or within twelve months following a Change in Control (as defined in the severance compensation agreement), we are required to pay Ms. Struhsacker a lump-sum severance payment equal to one and a half times the sum of (i) Ms. Struhsacker’s base salary, plus (ii) the greater of Ms. Struhsacker’s Annual Bonus Amount or Ms. Struhsacker’s Assumed Bonus Amount (both as defined in the severance compensation agreement).

On February 6, 2015, the Company and Ms. Struhsacker entered into a First Amendment to the Restricted Stock Grant Agreement dated February 12, 2013 (the “Struhsacker Restricted Stock Grant Agreement”). Pursuant to this amendment, the vesting of 13,889 shares of restricted stock, of a total of 41,667 restricted shares that were granted pursuant to the Struhsacker Restricted Stock Grant Agreement, was deferred from February 12, 2015 to February 12, 2016.

On December 10, 2015, the Company and Ms. Struhsacker entered into a First Amendment to the Restricted Stock Grant Agreement dated December 11, 2014 (the “Struhsacker 2014 RSG Agreement”). Pursuant to this First Amendment, the vesting of 4,908 shares of restricted stock, of a total of 14,723 restricted shares that were granted pursuant to the Struhsacker 2014 RSG Agreement, was deferred from December 11, 2015 to March 14, 2016.

On December 10, 2015, the Company and Ms. Struhsacker entered into a First Amendment to the Restricted Stock Grant Agreement dated December 16, 2013 (the “Struhsacker December 2013 RSG Agreement”). Pursuant to this Agreement, the vesting of 1,852 shares of restricted stock, of a total of 5,556 restricted shares that were granted pursuant to the Struhsacker December 2013 RSG Agreement, was deferred from December 16, 2015 to March 14, 2016.

On December 10, 2015, the Company and Ms. Struhsacker entered into a Second Amendment to the Restricted Stock Grant Agreement dated February 12, 2013, as amended by the First Amendment dated February 6, 2015 (the “Struhsacker February 2013 RSG Agreement”). Pursuant to this amendment, the vesting of 13,889 shares of restricted stock, of a total of 41,667 restricted shares that were granted pursuant to the Struhsacker February 2013 RSG Agreement, was deferred from February 12, 2016 to February 12, 2017.

Timothy Janke

We entered into an offer letter with Mr. Janke on August 27, 2014 pursuant to which Mr. Janke will devote approximately half of his time as the Company’s Chief Operating Officer and will be paid an annual salary , subject to adjustment at the sole discretion of the Chief Executive Officer with the approval of the Board of Directors. In the event of Mr. Janke’s termination other than for Cause or his resignation for Good Reason (as those terms are defined in the offer letter) during the three-year period following Mr. Janke’s start date of August 29, 2014, or in the event of Mr. Janke’s termination for Cause or his resignation for Good Reason within 12 months following a Change of Control (as such term is defined in the offer letter) that occurs within three years of his start date, Mr. Janke will be entitled to a severance payment from the Company equal to one and a half times Mr. Janke’s base salary and bonus.

On February 6, 2015, the Company and Mr. Janke entered into a First Amendment to the Restricted Stock Grant Agreement dated February 12, 2013 (the “Janke Restricted Stock Grant Agreement”). Pursuant to this amendment, the vesting of 5,556 shares of restricted stock, of a total of 16,668 restricted shares that were granted pursuant to the Janke Restricted Stock Grant Agreement, was deferred from February 12, 2015 to February 12, 2016.

On December 10, 2015, the Company and Mr. Janke entered into a First Amendment to the Restricted Stock Grant Agreement dated December 11, 2014 (the “Janke 2014 RSG Agreement”). Pursuant to this First

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Amendment, the vesting of 14,167 shares of restricted stock, of a total of 42,500 restricted shares that were granted pursuant to the Janke 2014 RSG Agreement, was deferred from December 11, 2015 to March 14, 2016.

On December 10, 2015, the Company and Mr. Janke entered into a First Amendment to the Restricted Stock Grant Agreement dated December 16, 2013 (the “Janke December 2013 RSG Agreement”). Pursuant to this Agreement, the vesting of 5,556 shares of restricted stock, of a total of 16,668 restricted shares that were granted pursuant to the Janke December 2013 RSG Agreement, was deferred from December 16, 2015 to March 14, 2016.

On December 10, 2015, the Company and Mr. Janke entered into a Second Amendment to the Restricted Stock Grant Agreement dated February 12, 2013, as amended by the First Amendment dated February 6, 2015 (the “Janke February 2013 RSG Agreement”). Pursuant to this amendment, the vesting of 5,556 shares of restricted stock, of a total of 16,668 restricted shares that were granted pursuant to the Janke February 2013 RSG Agreement, was deferred from February 12, 2016 to February 12, 2017.

Eric Alexander

We entered into a revised offer letter with Mr. Alexander on November 21, 2012, amended on February 8, 2013, pursuant to which Mr. Alexander joined the Company as our Vice President Finance and Controller and is entitled to an annual base salary of $175,000, subject to adjustments at the sole discretion of the Chief Executive Officer with the approval of the Board of Directors. In addition, in connection with his appointment as the Company’s Principal Financial Officer and Principal Accounting Officer, the Company granted Mr. Alexander 11,112 shares of restricted stock, vesting over three years. The amendment deferred vesting of certain of the restricted shares, of which 3,704 vested in equal tranches on March 14, 2014 and November 30, 2014, and a final tranche of 3,704 shares vested on November 30, 2015, subject to acceleration under certain events, including upon a Change in Control as defined in the Company’s 2012 Equity Incentive Plan.

In connection with the offer letter we entered into with Mr. Alexander, we also entered into a severance compensation agreement with Mr. Alexander on November 21, 2012, which was amended on November 19, 2015. Pursuant to the severance agreement, as amended, Mr. Alexander will be entitled to receive certain benefits if he incurs a separation from service (as defined in the severance agreement) during the term of the severance agreement that is initiated by the Company for any reason other than Cause, death, or Disability (as such terms are defined in the severance agreement) or is initiated by Mr. Alexander for Good Reason (as defined in the severance agreement). These benefits depend on whether the separation occurs prior to or after a Change in Control (as defined in the severance agreement). If the separation occurs prior to a Change in Control, the Company shall pay Mr. Alexander a lump-sum severance payment equal to Mr. Alexander’s base salary plus the average of the annual cash bonuses paid to Mr. Alexander in the two years prior to separation. If the separation occurs within 12 months following a Change in Control, the Company shall pay Mr. Alexander a lump-sum severance payment equal to (x) 1.125 times (y) the sum of (a) Mr. Alexander’s base salary plus (b) the greater of (i) the average annual cash bonus paid to Mr. Alexander in the two years prior to separation or (ii) the target bonus amount established for Mr. Alexander in the fiscal year in which the separation occurs or, if none, an amount equal to 80% of Mr. Alexander’s base salary. The severance agreement expires by its terms on December 31, 2016.

On February 6, 2015, the Company and Mr. Alexander entered into a First Amendment to the Restricted Stock Grant Agreement dated February 12, 2013 (the “Alexander Restricted Stock Grant Agreement”). Pursuant to this amendment, the vesting of 18,519 shares of restricted stock, of a total of 55,556 restricted shares that were granted pursuant to the Alexander Restricted Stock Grant Agreement, was deferred from February 12, 2015 to February 12, 2016.

On December 10, 2015, the Company and Mr. Alexander entered into a First Amendment to the Restricted Stock Grant Agreement dated December 11, 2014 (the “Alexander 2014 RSG Agreement”). Pursuant to this First Amendment, the vesting of 1,667 shares of restricted stock, of a total of 5,000 restricted shares that were granted pursuant to the Alexander 2014 RSG Agreement, was deferred from December 11, 2015 to March 14, 2016.

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On December 10, 2015, the Company and Mr. Alexander entered into a First Amendment to the Restricted Stock Grant Agreement dated December 16, 2013 (the “Alexander December 2013 RSG Agreement”). Pursuant to this Agreement, the vesting of 3,704 shares of restricted stock, of a total of 11,112 restricted shares that were granted pursuant to the Alexander December 2013 RSG Agreement, was deferred from December 16, 2015 to March 14, 2016.

On December 10, 2015, the Company and Mr. Alexander entered into a Second Amendment to the Restricted Stock Grant Agreement dated February 12, 2013, as amended by the First Amendment dated February 6, 2015 (the “Alexander February 2013 RSG Agreement”). Pursuant to this amendment, the vesting of 18,518 shares of restricted stock, of a total of 55,556 restricted shares that were granted pursuant to the Alexander February 2013 RSG Agreement, was deferred from February 12, 2016 to February 12, 2017.

Indemnification Agreements

In 2013 and 2014, the Company entered into indemnification agreements with its directors and executive officers providing for indemnification against all expenses, judgments, fines and amounts paid in settlement incurred by such indemnitee in connection with any threatened, pending or completed action, suit, alternative dispute resolution mechanism or proceeding to which indemnitee was or is a party or is threatened to be made a party by reason of the fact that indemnitee is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, to the fullest extent permitted by Nevada law. The indemnification agreements also provide for the advancement of expenses (including attorneys’ fees) incurred by the indemnitee in connection with any action, suit, alternative dispute resolution mechanism or proceeding (subject to the terms and conditions set forth therein). The indemnification agreements contain certain exclusions, including proceedings initiated by the indemnitee unless such advancement is specifically approved by a majority of our disinterested directors. The Company expects that it will enter into similar indemnification agreements with any new directors and executive officers.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information on the holdings of equity awards of our named executive officers at December 31, 2015. This table includes unexercised and unvested options and equity awards. Vesting schedules are subject to acceleration or forfeiture in certain circumstances, including a change of control.

Option awards																						Stock awards
Name		Number of securities underlying unexercised options (#) Exercisable				Number of securities underlying unexercised options (#) Unexercisable				Equity incentive plan awards: number of securities underlying unexercised unearned options (#)				Option exercise price ($)				Option expiration date				Number of shares or units of stock that have not vested (#)				Market value of shares or units of stock that have not vested ($)				Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)				Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) (1)
Stephen Alfers			555,556				—				—			$	8.82				2/9/22				—				—				700,000	(2)		$	2,457,000
			277,778				—				—			$	6.12				6/18/22				—				—				—				—
Debra Struhsacker			22,223				—				—			$	8.10				3/6/22				—				—				36,222	(3)		$	127,139
			22,223				—				—			$	6.12				6/18/22				—				—				—				—
Timothy Janke			—				—				—				—				—				—				—				45,611	(4)		$	160,095
Eric Alexander			—				—				—				—				—				—				—				30,055	(5)		$	105,493

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of our voting securities as of July 7, 2016 by:

•

each person known by us to beneficially own more than 5.0% of any class of our voting securities;

•

each of our directors;

•

each of our named executive officers; and

•

all of our directors and executive officers as a group.

All information is taken from or based upon ownership filings made by such persons with the SEC or upon information provided by such persons to us. Except as indicated in the footnotes to this table, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned. Percentage computations are based on 26,206,570 shares of our common stock outstanding as of July 7, 2016.

		Common Stock (1)
Name of Beneficial Owner (2)		Shares Beneficially Owned				Percent of Class
5% Owners
Levon Resources Ltd.			1,954,366	(3)			7.46%
Donald G. Smith			3,340,000	(4) (5)			12.74%
Executive Officers and Directors
Stephen Alfers			1,607,641	(6)			5.94%
Debra Struhsacker			101,369	(7)			*%
Timothy Janke			75,836	(8)			*%
Eric Alexander			73,809	(9)			*%
Barry Honig			10,262,867	(10) (11)			34.27%
Alex Morrison			—	(12)			*%
Edward Karr			192,620	(13)			*%
D. Scott Barr			—	(14)			*%
Executive Officers and Directors as a Group (Eight persons)			12,314,142				39.84%

*

Less than one percent (1.0%).

(1)

Shares of common stock beneficially owned and the respective percentages of beneficial ownership of common stock includes for each person or entity shares issuable on the exercise of all options and warrants and the conversion of other convertible securities beneficially owned by such person or entity that are currently exercisable or will become exercisable or convertible within 60 days following July 7, 2016. Such shares, however, are not included for the purpose of computing the percentage ownership of any other person.

(2)

The address of these persons, unless otherwise noted, is c/o Pershing Gold Corporation, 1658 Cole Blvd., Bldg. 6, Suite 210, Lakewood, CO 80401.

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On May 9, 2016, Frost Gamma sold its position in the Company in a private transaction and is no longer a related party.

Transactions or Relationships with or involving Mr. Honig

In July 2014, we sold to Mr. Honig 302,288 shares of common stock and warrants to purchase 120,915 shares of common stock in private placements for a purchase price of approximately $1.9 million. The sale was completed on equivalent terms to other investors purchasing in the private placements.

In October 2014, we sold to Mr. Honig 29,762 shares of common stock for a purchase price of $5.04 per share, or $150,000 in the aggregate, as part of a private placement involving Levon Resources. The sale was completed on equivalent terms to other investors purchasing in the private placement.

In April 2015, we sold to Mr. Honig 427,351 units of the Company’s securities for a purchase price of $5.85 per unit, or $2,500,000 in the aggregate, as part of a private placement, with each unit comprised of one share of common stock and a 24-month warrant to purchase 0.4 of a share of the Company’s common stock. The sale was completed on equivalent terms to other investors purchasing in the private placement.

In February 2016, we sold to Mr. Honig 367,647 shares of our common stock for a purchase price of $3.40 per share, or approximately $1,250,000 in the aggregate, as part of a private placement.

Transactions or Relationships with or involving Mr. Smith

On March 24, 2016, the Company entered into a subscription agreement with the Donald Smith Value Fund, L.P. The Subscription Agreement provided for the sale to Donald Smith Value Fund, L.P. of 1,850,000 units for $3.25 per unit, with each unit consisting of one share of common stock and one thirty-month warrant to purchase 0.5 of a share of common stock at an exercise price of $4.35. The transaction was completed and the shares were issued on March 28, 2016. Immediately following the sale, Mr. Smith beneficially owned approximately 7.1% of our outstanding common stock. No other investors purchased shares in the private placement.

INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee evaluates the Company’s principal accountant. This year, the Audit Committee has recommended stockholders ratify its appointment of KBL, LLP to serve as the Company’s independent public accountant for fiscal year 2016. KBL, LLP has served as our independent registered public accounting firm since 2010. We do not anticipate that representatives of KBL, LLP will be present at the Annual Meeting of Stockholders. If present, the firm would have the opportunity to make a statement if they desire to do so and representatives would be available to respond to appropriate questions.

The following table sets out the aggregate fees billed by KBL, LLP for the fiscal years ended December 31, 2015 and 2014 for the categories of fees described.

		Fiscal Year Ended December 31,
		2015				2014
Audit Fees (1)		$	76,072			$	75,850
Audit-Related Fees (2)			—				4,000
Tax Fees			—				—
All Other Fees			—				—
Total Fees		$	76,072			$	79,850

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The Audit Committee charter includes certain policies and procedures regarding the pre-approval of audit and non-audit services performed by an outside accountant. The Audit Committee is required to pre-approve all engagement letters and fees for all auditing services and non-audit services performed by the outside auditors, subject to any exception under Section 10A of the Securities Exchange Act of 1934 and any rules promulgated thereunder. All of the fees and services provided by KBL subsequent to the formation of the Audit Committee in June 2015 were approved by the Audit Committee pursuant to its pre-approval policy as provided in the Audit Committee charter.

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Based upon its review and discussions with management and the independent auditors and the reports of the independent auditors, and in reliance upon such information, representations, reports and opinions, the Audit Committee recommended that the Board of Directors approve the audited financial statements for inclusion in the Company’s annual report on Form 10-K for the year ended December 31, 2015, and the Board of Directors accepted the Audit Committee’s recommendations.

Submitted by the members of the Audit Committee:
 
Alex Morrison, Chairman
Edward Karr

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OTHER MATTERS

Our management and the Board of Directors know of no other matters to be brought before the Annual Meeting. If other matters are presented properly to the stockholders for action at the Annual Meeting and any postponements and adjournments thereof, it is the intention of the proxy holders named in the proxy to vote in their discretion on all matters on which the common stock represented by such proxy are entitled to vote.

You are urged to complete, sign, date and return your proxy promptly. You may revoke your proxy at any time before it is voted. If you attend the Annual Meeting, as we hope you will, you may vote your shares in person.

By order of the Board of Directors,

/s/ Mindyjo Germann

Mindyjo Germann
Corporate Secretary

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the Securities and Exchange Commission (including exhibits) will be provided at no charge to any stockholder entitled to vote at the Annual Meeting by first class mail within one business day of receipt of written request to: Pershing Gold Corporation, 1658 Cole Boulevard, Building 6, Suite 210, Lakewood, CO 80401, attention: Corporate Secretary, or by calling: (720) 974-7248.

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