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 22, 2018
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)) |
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 |
Pershing Gold Corporation (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Meeting”) on June 22, 2018 in Denver, Colorado. Of the 36,792,311 shares entitled to vote as of the record date, 26,514,790 shares (72.07%) were present or represented by proxy at the Meeting. The Company’s stockholders approved all of the nominees and proposals. Specifically, the Company’s stockholders (i) approved the election of Stephen Alfers, Jeffrey Clevenger, Barry Honig, Edward Karr, and Pamela Saxton as directors of the Company, each to hold office until the next annual meeting of the Company’s stockholders and until their successors are elected and qualified, (ii) approved the Amended and Restated 2013 Equity Incentive Plan, and (iii) ratified the appointment of KBL, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
The results of the voting on the matters submitted to the stockholders were as follows:
| 1. | Election of five directors: |
| Name | | Votes For | | Votes Withheld | | Broker
Non-Votes |
| Stephen Alfers | | 15,218,336 | | 165,181 | | 11,131,273 |
| Jeffrey Clevenger | | 15,219,364 | | 164,153 | | 11,131,273 |
| Barry Honig | | 15,177,214 | | 206,303 | | 11,131,273 |
| Edward Karr | | 15,136,454 | | 247,063 | | 11,131,273 |
| Pamela Saxton | | 15,218,922 | | 164,595 | | 11,131,273 |
| 2. | Approval of the Amended and Restated 2013 Equity Incentive Plan: |
| Votes For | | Votes Against | | Abstentions | | Broker
Non-Votes |
| 13,222,092 | | 1,886,103 | | 275,322 | | 11,131,273 |
| 3. | Ratification of the appointment of KBL, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018: |
| Votes For | | Votes Against | | Abstentions | | Broker
Non-Votes |
| 26,183,146 | | 231,115 | | 100,529 | | N/A |
On May 30, 2018, the Company issued a press release announcing the completion and results of a Feasibility Study on its Relief Canyon Mine in Pershing County, Nevada.
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: June 27, 2018
| | PERSHING GOLD CORPORATION |
| | |
| | | |
| | By: | /s/ Eric Alexander |
| | | Eric Alexander |
| | | Vice President Finance and Controller |
