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
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Date of Report (Date of earliest event reported): January 06, 2025 |
DYNARESOURCE, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 000-30371 | 94-1589426 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | | |
The Urban Towers 222 W. Las Colinas Blvd. Suite 1910 - North Tower | |
Irving, Texas | | 75039 |
(Address of Principal Executive Offices) | | (Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: (972) 869-9400 |
(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:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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N/A | | N/A | | N/A |
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.
On January 6, 2025, DynaResource, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the election of directors and the other proposals described in the Company’s Proxy Statement as filed on Schedule 14A on November 12, 2024 (as supplemented on December 10, 2024). The final results for the votes cast with respect to each proposal are set forth below.
Proposal 1
The common stockholders voting together as a single class elected each of K. W. (“K.D.”) Diepholz, Dr. Quinton Hennigh, Brent Omland, Rohan Hazelton, Maria Virginia Anzola and Dale G. Petrini to serve as Class I Directors until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified, or until their earlier death, resignation or removal, by the following vote:
| | | |
Nominee | For | Withheld | Broker Non-Votes |
K. W. (“K.D.”) Diepholz | 19,521,002 | 185,868 | 1,575,476 |
Dr. Quinton Hennigh | 19,324,323 | 371,547 | 1,575,476 |
Brent Omland | 19,595,285 | 111,585 | 1,575,476 |
Rohan Hazelton | 19,292,872 | 413,998 | 1,575,476 |
Maria Virginia Anzola | 19,595,285 | 111,585 | 1,575,476 |
Dale G. Petrini | 16,394,978 | 3,311,892 | 1,575,476 |
Proposal 2
The Class C Preferred stockholders, voting together as a single class, elected Philip A. Rose to serve as a Class II Director until the next annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal, by the following vote:
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Nominee | For | Withheld | Broker Non-Votes |
Philip A. Rose | 2,224,349 | -_ | - |
Proposal 3
The holders of the Company’s common stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class, approved the DynaResource, Inc. 2024 Amended and Restated Equity Incentive Plan by the following vote:
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For | Against | Abstentions | Broker Non-Votes |
23,797,145 | 197,004 | 249,865 | 1,575,476 |
Proposal 4
The holders of the Company’s common stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class, ratified the appointment of Davidson & Company LLP as the Company’s Independent Registered Public Accounting Firm for the 2024 fiscal year by the following vote:
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Votes For | Votes Withheld | Abstentions | Broker Non-Votes |
25,794,991 | 24,499 | - | - |
Item 8.01 Other Events.
On January 10, 2025, the Company issued a press release announcing the results of the votes at the Annual Meeting of Stockholders held on January 6, 2025. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | |
Exhibit No. |
| Description |
10.1 |
| DynaResource, Inc. 2024 Amended and Restated Equity Incentive Plan |
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99.1 |
| Press Release issued on January 10, 2025 |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
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| | | DynaResource, Inc. |
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Date: | January 10, 2025 | By: | /s/ Rohan Hazelton |
| | | Rohan Hazelton
Chief Executive Officer |
