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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): June 18, 2024

GOLD RESOURCE CORPORATION

(Exact name of registrant as specified in its charter)

Colorado

001-34857

84-1473173

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

7900 E. Union Ave, Suite 320

Denver, Colorado

80237

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number including area code: (303) 320-7708

(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

GORO

NYSE American

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. 

1.01

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

Gold Resource Corporation (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) on June 18, 2023. At the Annual Meeting, the shareholders elected the three individuals nominated to be directors, held an advisory vote to approve the compensation of the named executive officers, and ratified the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm and auditor for the year ending December 31, 2024.

As of April 22, 2024, the record date for the meeting, a total of 89,599,224 shares of the Company’s common stock were outstanding and entitled to vote. In total, holders of 47,933,493 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting, which represented 53.5% of the shares of common stock outstanding and entitled to vote as of the record date.

Proposal 1 – Election of Directors

Election results for the nomination of directors are as follows:

Name of Nominee

Shares Voted

For

Withheld

Broker Non-Votes

Ronald Little

19,403,832

1,190,337

27,339,324

Allen Palmiere

19,647,657

946,512

27,339,324

Lila Manassa Murphy

14,655,219

5,938,950

27,339,324

Proposal 2 – Non-Binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers (Say-on-Pay)

Election results for the advisory proposal to approve the Company’s executive compensation program are as follows:

For

Against

Abstain

Broker Non-Votes

16,657,366

2,712,119

1,224,684

27,339,324

Proposal 3 – Ratification of Independent Auditor

Election results for the ratification of the appointment of BDO USA, P.C. as the independent registered public accounting firm for the year ending December 31, 2024 are as follows:

For

Against

Abstain

Broker Non-Votes

43,765,052

2,530,490

1,637,951

0

2

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.

GOLD RESOURCE CORPORATION

Date: June 20, 2024

By:

/s/ Allen Palmiere

Name:

Allen Palmiere

Title:

Chief Executive Officer and President

3

v3.24.1.1.u2
Document and Entity Information
Jun. 18, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Jun. 18, 2024
Entity File Number 001-34857
Entity Registrant Name GOLD RESOURCE CORP
Entity Incorporation, State or Country Code CO
Entity Tax Identification Number 84-1473173
Entity Address, Address Line One 7900 E. Union Ave
Entity Address, Adress Line Two Suite 320
Entity Address, City or Town Denver
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80237
City Area Code 303
Local Phone Number 320-7708
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol GORO
Security Exchange Name NYSEAMER
Entity Emerging Growth Company false
Entity Central Index Key 0001160791
Amendment Flag false

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