8-K 1 pzg-8k_20201210.htm 8-K - AGM RESULTS 2020 pzg-8k_20201210.htm

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.

 

 

PARAMOUNT GOLD NEVADA CORP.

 

 

 

 

Date:  December 11, 2020

 

By:

/s/ Carlo Buffone

 

 

 

Carlo Buffone

 

 

 

Chief Financial Officer