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): November 19, 2015
Pershing Gold Corporation
(exact name of registrant as specified in its charter)
| Nevada | | 000-54710 | | 26-0657736 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1658 Cole Boulevard Building 6 – Suite 210 Lakewood, Colorado | | 80401 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (720) 974-7248
| |
| (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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 19, 2015, Pershing Gold Corporation (the “Company”) and Eric Alexander, the Company’s Vice President Finance and Controller and principal financial officer, entered into an Amended Severance Compensation Agreement dated November 19, 2015 (the “Severance Agreement”). The Severance Agreement replaces the Severance Compensation Agreement between the Company and Mr. Alexander dated November 21, 2012, which expired on November 21, 2015.
Pursuant to the Severance Agreement, Mr. Alexander will be entitled to receive certain benefits if he incurs a separation from service (as defined in the Severance Agreement) during the term of the Severance Agreement that is initiated by the Company for any reason other than Cause, death, or Disability (as such terms are defined in the Severance Agreement) or is initiated by Mr. Alexander for Good Reason (as defined in the Severance Agreement). These benefits depend on whether the separation occurs prior to or after a Change in Control (as defined in the Severance Agreement). If the separation occurs prior to a Change in Control, the Company shall pay Mr. Alexander a lump-sum severance payment equal to Mr. Alexander’s base salary plus the average of the annual cash bonuses paid to Mr. Alexander in the two years prior to separation. If the separation occurs within 12 months following a Change in Control, the Company shall pay Mr. Alexander a lump-sum severance payment equal to (x) 1.125 times (y) the sum of (a) Mr. Alexander’s base salary plus (b) the greater of (i) the average annual cash bonus paid to Mr. Alexander in the two years prior to separation or (ii) the target bonus amount established for Mr. Alexander in the fiscal year in which the separation occurs or, if none, an amount equal to 80% of Mr. Alexander’s base salary. The Severance Agreement expires by its terms on December 31, 2016.
This summary of the Severance Agreement is not complete and is qualified in its entirety by reference to the full text of the agreement that is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| (d) | The following are filed as exhibits to this report on Form 8-K. |
| Exhibit No. | | Description |
| 10.1 | | Amended Severance Compensation Agreement, dated November 19, 2015, between Pershing Gold Corporation and Eric Alexander. |
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.
Date: November 24, 2015
| | PERSHING GOLD CORPORATION |
| | |
| | | |
| | By: | /s/ Eric Alexander |
| | | Eric Alexander |
| | | Vice President Finance and Controller |
