Form 8-K - Current report

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: July 6, 2023

(Date of earliest event reported)

Timberline Resources Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 001-34055

Delaware

82-0291227

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

101 East Lakeside Avenue

Coeur d’Alene, Idaho 83814

(Address of principal executive offices, including zip code)

(208) 664-4859

(Registrant’s telephone number, including area code)

Not Applicable

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.001 par value

TLRS

TBR

OTCQB

TSX-V

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. ☐

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

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

The Company held its Annual General Meeting of Shareholders on June 29, 2023 in Coeur d’ Alene, Idaho. Proxies were solicited under the proxy statement filed with the Securities and Exchange Commission on May 16, 2023.

The issued and outstanding shares at May 1, 2023, the date of record, totaled 159,676,152 shares, Total shares voted at the meeting was 64,224,133, or 40.22%. The Company received approval for all proposals submitted to stockholders as follows:

Proposal #1

To elect the nominees to Timberline’s board of directors to serve until Timberline’s 2024 annual meeting of Shareholders or until successors are duly elected and qualified:

Leigh Freeman

Patrick Highsmith

William Matlack

Donald McDowell

Pamela Saxton

For

31,599,962

33,476,979

49,340,123

46,257,979

50,170,279

Withheld

21,663,240

19,786,223

3,923,079

3,092,923

Proposal #2

To ratify the appointment of Timberline’s independent registered public accounting firm for the fiscal year ended September 30, 2023

For

64,084,961

Against

66,380

Abstain

72,792

Proposal #3

To conduct an advisory vote on executive compensation

For

51,473,340

Against

1,314,784

Abstain

475,078

Proposal #4

To conduct an advisory vote on executive compensation frequency proposal ⁽¹⁾

1 year

8,385,051

2 years

358,980

3 years

43,924,495

Abstain

591,676

_________

(1) Proposal #4 was approved for frequency of 3 years for advisory votes on executive compensation.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TIMBERLINE RESOURCES CORPORATION

Date: July 6, 2023	By:	/s/ Ted R. Sharp
		Ted R. Sharp Chief Financial Officer

Cover	Jul. 06, 2023
Cover [Abstract]
Entity Registrant Name	Timberline Resources Corporation
Entity Central Index Key	0001288750
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Jul. 06, 2023
Entity File Number	001-34055
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	82-0291227
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Address Address Line 1	101 East Lakeside Avenue
Entity Address City Or Town	Coeur d’Alene
Entity Address State Or Province	ID
Entity Address Postal Zip Code	83814
City Area Code	208
Local Phone Number	664-4859
Security 12b Title	Common Stock, $0.001 par value
Trading Symbol	TLRS