Current Report Filing (8-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 10, 2020

PARAMOUNT GOLD NEVADA CORP.

(Exact name of registrant as specified in its charter)

Nevada

(State or Other Jurisdiction of Incorporation)



001-36908		98-0138393
(Commission File Number)		(IRS Employer Identification No.)

665 Anderson Street

Winnemucca, Nevada

89445

(Address of Principal Executive Offices)

(775) 625-3600

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	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, $0.01 Par Value Per Share

PZG

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.07Submission of Matters to a Vote of Security Holders.

Paramount Gold Nevada Corp. (the “Company”) held its annual stockholder meeting on December 10, 2020. Of the 34,237,080 shares outstanding and entitled to vote at the meeting, 21,301,355 shares of common stock or 62.22% were voted.

At the annual stockholder meeting, the stockholders of the Company were asked to consider and vote on three proposals. The election results for each proposal were as follows:

Proposal #1: Election of Directors

The stockholders elected the following seven individuals to the Company’s Board of Directors for a one-year term expiring at the 2021 Annual General Meeting. The voting results were as follows:


	For		Withheld		Broker Non-Votes		Approval Percentage⁽¹⁾
Rudi Fronk		12,684,434		207,820		8,409,101		98.39%
Glen Van Treek		12,693,526		198,728		8,409,101		98.46%
Christopher Reynolds		12,678,734		213,520		8,409,101		98.34%
John Carden		12,653,928		238,326		8,409,101		98.15%
Eliseo Gonzalez-Urien		12,673,883		218,371		8,409,101		98.31%
Pierre Pelletier		12,681,704		210,550		8,409,101		98.37%
Rachel Goldman		12,702,171		190,083		8,409,101		98.53%

Proposal #2: Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of MNP LLP as the Company’s independent registered public accountants for the year ended June 30, 2021. The voting results were as follows:

	For				Against				Abstain				Broker Non-Votes				Approval Percentage ⁽¹⁾
		21,050,501				175,426				75,429				0				98.83%

Proposal #3: Vote to Approve an Amendment to the Company’s Amended and Restated Articles of Incorporation to Increase the Company’s Authorized Shares of Common Stock from Fifty Million to Two Hundred Million.

The stockholders approved the amendment to the Company’s amended and restated articles of incorporation to increase the Company’s authorized shares of Common Stock from fifty million to two hundred million. The voting results were as follows:

	For				Against				Abstain				Broker Non-Votes				Approval Percentage ⁽¹⁾
		18,220,630				3,007,586				73,139				0				85.54%

⁽¹⁾Percentage of votes cast for the nominee or proposal.

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.