Current Report Filing (8-k)
May 08 2019 - 2:01PM
Edgar (US Regulatory)
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: May 2, 2019
(Date of earliest event reported)
VISTA GOLD CORP.
(Exact Name of Registrant as Specified in Charter)
British Columbia, Canada
(State or Other Jurisdiction of Incorporation)
1-9025
(Commission File Number)
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Not Applicable
(IRS Employer Identification No.)
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7961 SHAFFER PARKWAY, SUITE 5, LITTLETON, COLORADO 80127
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code:
(720) 981-1185
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
□
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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□
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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□
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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□
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
Item 5.07. Submission of Matters to a Vote of Security Holders
Results of Annual General Meeting of Shareholders
On May 2, 2019, Vista Gold Corp. (the “Corporation’) held
its
annual general and special meeting of shareholders at Suite 1200, 200 Burrard Street, Vancouver, British Columbia at 10:00 a.m. (Vancouver time).
A total of 70,930,518
common shares in the capital of the Company (“Common Shares”) were represented at the meeting, being 70.72% of the Common Shares issued and outstanding on the record date for the meeting.
Detailed results for the ballot votes are as follows:
Election of Directors
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Votes For
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Votes Withheld
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Broker Non-Votes
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John M. Clark
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31,194,170
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584,134
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39,152,214
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Frederick H. Earnest
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31,200,170
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578,134
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39,152,214
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W. Durand Eppler
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31,172,799
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605,505
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39,152,214
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Deborah J. Friedman
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31,161,510
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616,794
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39,152,214
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C. Thomas Ogryzlo
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31,155,029
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623,275
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39,152,214
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Michael B. Richings
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30,967,519
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810,785
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39,152,214
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Tracy A. Stevenson
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31,185,840
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592,464
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39,152,214
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Proposal
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Votes For
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Votes Withheld
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Abstain
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Broker Non-Votes
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Approve Appointment of Plante & Moran, PLLC
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69,275,269
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1,655,249
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0
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0
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Advisory Vote on Executive Compensation
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30,489,271
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866,980
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422,053
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39,152,214
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Approve Amendments to Long Term Equity Incentive Plan
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30,553,907
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925,934
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298,463
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39,152,214
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Approve Unallocated Awards under the Long Term Equity Incentive Plan
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30,215,764
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1,171,988
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390,552
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39,152,214
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Approve Deferred Share Unit Plan
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30,484,999
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943,840
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349,465
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39,152,214
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All nominees for election to the Corporation’s Board of Directors were elected to the Board of Directors and will serve until the
Corporation’s 2020 annual meeting of shareholders or until successors are duly elected and qualified. In addition, at the Meeting, shareholders appointed Plante & Moran, PLLC as auditors of the Company and passed ordinary resolutions to
approve: on an advisory basis, the compensation of the Corporation’s Named Executive Officers; amendments to the Corporation’s Long Term Incentive Plan; all unallocated awards under the Corporation’s Long Term Incentive Plan; and the adoption of a
deferred share unit plan.
Item 7.01 Regulation FD
On May 2, 2019, the Registrant issued a press release announcing the voting results from its Annual General Meeting of shareholders held on
Thursday, May 2, 2019 in Vancouver, British Columbia.
A copy of the press release is attached to this report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the
information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information set forth in Item 7.01 of this report shall not be
deemed an admission as to the
materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation
FD.
Item 9.01 Exhibits
99.1
Press Release dated May 2, 2019*
*The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
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VISTA GOLD CORP.
(Registrant)
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Dated: May 8, 2019
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By:
/s/John F. Engele
John F. Engele
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
Description
99.1
Press Release dated May 2, 2019*
*The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
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