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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: April 28, 2022

(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)

Not Applicable

(IRS Employer Identification No.)

 

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:

 

¨ 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 Exchange Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares VGZ 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. ¨

 

 

 

 

 

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

 

Results of Annual General Meeting of Shareholders

 

On April 28, 2022, Vista Gold Corp. (the “Corporation”) held its annual general and special meeting of shareholders at 10:00 a.m. (PDT). A total of 69,996,655 common shares in the capital of the Company (“Common Shares”) were represented at the meeting, being 59.32% 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   Votes For     Votes Withheld/
Abstain
    Broker Non-
Votes
 
John M. Clark     43,103,234       755,685       26,252,736  
Frederick H. Earnest     43,276,723       582,196       26,252,736  
W. Durand Eppler     43,120,336       738,583       26,252,736  
Deborah J. Friedman     43,261,020       597,899       26,252,736  
C. Thomas Ogryzlo     43,039,607       819,312       26,252,736  
Michael B. Richings     41,513,591       2,345,328       26,252,736  
Tracy A. Stevenson     43,142,750       716,169       26,252,736  

 

Proposal   Votes For     Withheld/
Abstain
    Against     Broker Non-
Votes
 
Approve Appointment of Plante & Moran, PLLC     69,667,675       443,980       0       0  

 

Proposal   Votes For     Withheld/
Abstain
    Against     Broker Non-
Votes
 
Advisory Vote on Executive Compensation     40,083,606       807,358       2,967,955       26,252,736  

 

Proposal   Votes For     Withheld/
Abstain
    Against     Broker Non-
Votes
 
Approve All Unallocated Awards Under the Corporation’s Long Term Equity Incentive Plan     41,659,311       804,373       1,395,235       26,252,736  

 

Proposal   Votes For     Withheld/
Abstain
    Against     Broker Non-
Votes
 
Approve All Unallocated Awards Under the Corporation’s Deferred Stock Unit  Plan     41,694,075       793,336       1,371,508       26,252,736  

 

 

 

 

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 2023 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, and to approve all unallocated awards under the Corporation’s Long Term Equity Incentive Plan, and all unallocated awards under the Corporation’s Deferred Share Unit Plan.

 

Item 7.01  Regulation FD

 

On April 28, 2022, the Registrant issued a press release announcing the voting results from its annual general and special meeting of shareholders held on Thursday, April 28, 2022 in Littleton, Colorado.

 

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 April 28, 2022*

 

*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.

 

  VISTA GOLD CORP.
(Registrant)
   
Dated: April 28, 2022 By: /s/ Frederick H. Earnest
  Frederick H. Earnest
  President and Chief Executive Officer

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release dated April 28, 2022*

 

*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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