UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)May 18, 2011
Santa Fe Gold Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-12974 | 84-1094315 |
| (Commission File Number) | (IRS Employer Identification No.) |
1128 Pennsylvania NE, Suite 200 Albuquerque, NM 87110
(Address of Principal Executive Offices)(Zip Code)
Registrant's Telephone Number, Including Area Code(505) 255-4852
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 (seeGeneral Instruction A.2. below):
( ) Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
( ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 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-49(c) under the Exchange Act (17 CFR 240.13e -4(c))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
An Annual General Meeting of Shareholders ("AGM") of Santa Fe Gold Corporation (the "Company") was held on May 18, 2011 to approve the agenda items described below.
Proxies for the AGM were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company's solicitation.
A total of 74,882,020 registered shares (79.57% of 94,113,056 registered shares outstanding and entitled to vote as of March 28, 2011, the record date for the AGM) were present in person or by proxy, constituted a quorum for the transaction of business, and were voted at the AGM. The agenda items submitted at the AGM were passed as described below. Percentages indicated below reflect the percentage of the total number of registered shares voted at the AGM.
| Agenda Item 1. | To elect three (3) directors: |
| Nominee | For | Withhold |
| Lawrence G. Olson | 97.24% | 2.76% |
| W. Pierce Carson | 97.66% | 2.34% |
| John E. Frost | 98.06% | 1.94% |
Votes that were withheld and broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on the election of directors. Further, brokers may no longer cast discretionary "uninstructed" votes in any election of directors.
Agenda Item 2.To amend the Company’s Certificate of Incorporation to increase the authorized Common Stock from 200,000,000 to 300,000,000 shares. The percentage of votes cast for or against this agenda item, and the percentage of abstentions, were as follows:
| For | Against | Abstain |
| 89.90% | 8.82% | 1.28% |
The affirmative vote “For” the applicable proposal was received from holders of a majority of the total votes entitled to be cast at the meeting.
Agenda Item 3.To ratify the appointment of Stark Schenkein, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2011. The percentage of votes cast for or against this agenda item, and the percentage of abstentions, were as follows:
| For | Against | Abstain |
| 97.81% | 0.51% | 1.68% |
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
The following exhibits are filed herewith:
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 hereto duly authorized.
| | SANTA FE GOLD CORPORATION |
| | (Registrant) |
| | |
| | |
| Date: May 31, 2011 | /s/ W. Pierce Carson |
| | W. Pierce Carson |
| | Chief Executive Officer |
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