Gold Resource (GORO) 8-K Submission of Matters to a Vote of Security Holders

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 16, 2023

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. ◻

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

Gold Resource Corporation (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”) on June 15, 2023. At the Annual Meeting, the shareholders elected the four individuals nominated to be directors, held an advisory vote to approve the compensation of the named executive officers, held an advisory vote to approve the frequency of the future advisory votes on the compensation of the Company’s named executive officers, and ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023.

As of April 17, 2023, the record date for the meeting, a total of 88,468,542 shares of the Company’s common stock were outstanding and entitled to vote. In total, holders of 48,579,623 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting, which represented 54.91% 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
Allen Palmiere	21,797,624		2,607,241	24,174,758
Lila Manassa Murphy	15,168,689		9,236,176	24,174,758
Joseph Driscoll	20,689,386		3,715,479	24,174,758
Ronald Little	22,251,079		2,153,786	24,174,758

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
19,904,282	4,038,429	462,154	24,174,758

Proposal 3 – Non-Binding Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive Compensation (Say-on-Frequency)

Election results for the advisory proposal to approve the frequency of the future advisory votes on the compensation of the Company’s named executive officers are as follows:

1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
21,879,102	406,145	1,623,046	496,572	24,174,758

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Proposal 4 – Ratification of Independent Auditor

Election results for the ratification of the appointment of BDO USA, LLP as the independent registered public accounting firm for the year ending December 31, 2023 are as follows:

For	Against	Abstain	Broker Non-Votes
44,075,171	3,695,701	808,751	0

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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 16, 2023	By:	/s/ Allen Palmiere
	Name:	Allen Palmiere
	Title:	Chief Executive Officer and President

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