UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 30, 2013
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THE GOLDFIELD CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-7525 | | 88-0031580 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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1684 West Hibiscus Blvd. Melbourne, FL | | 32901 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (321) 724-1700
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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 Instruction A.2. below):
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | 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.
The Goldfield Corporation Long-Term Incentive Plan (“2013 Plan”) is used to grant annual and long-term incentive awards to The Goldfield Corporation (the “Company”) officers and key employees. At its meeting on March 14, 2013, the Board of Directors of the Company (the “Board”) approved the 2013 Plan, subject to stockholder approval, to replace the 1998 Executive Long-Term Incentive Plan, which will be terminated, and to permit awards under the 2013 Plan to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”). The stockholders approved the 2013 Plan, including the material terms of the performance goals for purposes of Section 162(m), at the Annual Meeting of Stockholders held on May 30, 2013. The terms of the 2013 Plan are described in the Company's 2013 Proxy Statement, which was filed with the Securities and Exchange Commission on April 29, 2013, which description is incorporated herein by reference.
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, thereunto duly authorized.
Dated: June 4, 2013
The Goldfield Corporation
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| By: | /s/ Stephen R. Wherry |
| | Stephen R. Wherry |
| | Senior Vice President, Chief Financial Officer |
| | (Principal Financial and Accounting Officer), |
| | Treasurer and Assistant Secretary |
