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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): May 23, 2024

 

HYCROFT MINING HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   001-38387   82-2657796
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

P.O. Box 3030

Winnemucca, Nevada

   89446
(Address of Principal Executive Offices)   (Zip Code)

 

(775) 304-0260
 
Registrant’s telephone number, including area code

 

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):

 

☐ 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
Class A common stock, par value $0.0001 per share   HYMC   The Nasdaq Capital Market
Warrants to purchase Common Stock   HYMCW   The Nasdaq Capital Market
Warrants to purchase Common Stock   HYMCL   The Nasdaq Capital Market

 

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.

 

On May 23, 2024, Hycroft Mining Holding Corporation (the “Company”) held its 2024 virtual annual meeting of stockholders (the “Annual Meeting”), to vote on the following matters:

 

1. Election of Directors

 

Each of the following seven nominees was elected to serve on the Company’s Board of Directors, in accordance with the voting results listed below, to serve until the Company’s 2025 annual meeting of stockholders or until their successor is elected and qualified.

 

Nominee   For   Against   Abstain   Broker Non-Votes
Diane R. Garrett   6,974,370   208,604   63,873   5,322,042
Sean D. Goodman   6,896,080   242,476   108,291   5,322,042
Michael J. Harrison   6,912,714   222,169   111,964   5,322,042
Stephen A. Lang   6,919,703   215,155   111,989   5,322,042
David C. Naccarati   6,932,727   220,875    93,245   5,322,042
Thomas Weng   6,894,153   230,653   122,041   5,322,042
Marni Wieshofer   6,926,315   218,156   102,376   5,322,042

 

2. Ratification of Auditors

 

Stockholders voted to ratify the Audit Committee’s appointment of Moss Adams LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2024, in accordance with the voting results listed below.

 

For   Against   Abstain   Broker Non-Votes  
12,029,039   383,673   156,177   -  

 

3. Non-binding Advisory Vote On Named Executive Compensation (Say-on-Pay)

 

Stockholders voted to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, in accordance with the voting results listed below.

 

For   Against   Abstain   Broker Non-Votes  
6,524,716   558,503   163,628   5,322,042  

 

4. Non-binding Advisory Vote on Frequency of Future Non-Binding Advisory Votes to Approve the Compensation of Named Executive Officers

 

Stockholders voted to approve, on a non-binding advisory basis, that future non-binding advisory votes on the compensation of the Company’s named executive officers be held every three years, in accordance with the voting results listed below.

 

Three Years   Two Years   One Year   Abstain   Broker Non-Votes  
6,035,007   110,141   919,392   182,307   5,322,042  

 

5. Approval of the Amendment and Restatement of the HYMC 2020 Performance and Incentive Pay Plan

 

Stockholders voted to approve the amendment and restatement of the HYMC 2020 Performance and Incentive Pay Plan to increase the number of authorized shares of the Company’s Class A common stock, par value $0.0001 per share, available for issuance by 900,000 shares, in accordance with the voting results listed below.

 

For   Against   Abstain   Broker Non-Votes  
6,321,307   838,367   87,173   5,322,042  

 

 

 

 

SIGNATURES

 

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.

 

Dated: May 29, 2024 Hycroft Mining Holding Corporation
   
  By: /s/ Rebecca A. Jennings
   

Rebecca A. Jennings

Senior Vice President and General Counsel

 

 

v3.24.1.1.u2
Cover
May 23, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date May 23, 2024
Entity File Number 001-38387
Entity Registrant Name HYCROFT MINING HOLDING CORPORATION
Entity Central Index Key 0001718405
Entity Tax Identification Number 82-2657796
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One P.O. Box 3030
Entity Address, City or Town Winnemucca
Entity Address, State or Province NV
Entity Address, Postal Zip Code 89446
City Area Code (775)
Local Phone Number 304-0260
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Class A common stock, par value $0.0001 per share  
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol HYMC
Security Exchange Name NASDAQ
Warrants to purchase Common Stock  
Title of 12(b) Security Warrants to purchase Common Stock
Trading Symbol HYMCW
Security Exchange Name NASDAQ
Warrants To Purchase Common Stockone [Member]  
Title of 12(b) Security Warrants to purchase Common Stock
Trading Symbol HYMCL
Security Exchange Name NASDAQ
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