Current Report Filing (8-k)
April 29 2022 - 5:14AM
Edgar (US Regulatory)
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2022-04-28
2022-04-28
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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: April 28, 2022
(Date of earliest
event reported)
VISTA GOLD CORP.
(Exact
Name of Registrant as Specified in Charter)
British Columbia, Canada
(State or Other Jurisdiction
of Incorporation)
1-9025
(Commission File Number) |
Not Applicable
(IRS Employer Identification No.) |
7961 Shaffer parkway, suite 5, littleton, colorado 80127
(Address of Principal Executive Offices
and Zip Code)
Registrant’s telephone number, including area code: (720) 981-1185
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) |
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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)) |
Securities registered
pursuant to Section 12(b) of the Exchange Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Shares |
VGZ |
NYSE American |
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
Results of Annual General Meeting of Shareholders
On April 28, 2022, Vista Gold Corp. (the “Corporation”)
held its annual general and special meeting of shareholders at 10:00 a.m. (PDT). A total of 69,996,655 common shares in the capital of
the Company (“Common Shares”) were represented at the meeting, being 59.32% of the Common Shares issued and outstanding on
the record date for the meeting.
Detailed results for the ballot votes are as follows:
Election of Directors | |
Votes For | | |
Votes Withheld/
Abstain | | |
Broker Non-
Votes | |
John M. Clark | |
| 43,103,234 | | |
| 755,685 | | |
| 26,252,736 | |
Frederick H. Earnest | |
| 43,276,723 | | |
| 582,196 | | |
| 26,252,736 | |
W. Durand Eppler | |
| 43,120,336 | | |
| 738,583 | | |
| 26,252,736 | |
Deborah J. Friedman | |
| 43,261,020 | | |
| 597,899 | | |
| 26,252,736 | |
C. Thomas Ogryzlo | |
| 43,039,607 | | |
| 819,312 | | |
| 26,252,736 | |
Michael B. Richings | |
| 41,513,591 | | |
| 2,345,328 | | |
| 26,252,736 | |
Tracy A. Stevenson | |
| 43,142,750 | | |
| 716,169 | | |
| 26,252,736 | |
Proposal | |
Votes For | | |
Withheld/
Abstain | | |
Against | | |
Broker Non-
Votes | |
Approve Appointment of Plante & Moran, PLLC | |
| 69,667,675 | | |
| 443,980 | | |
| 0 | | |
| 0 | |
Proposal | |
Votes For | | |
Withheld/
Abstain | | |
Against | | |
Broker Non-
Votes | |
Advisory Vote on Executive Compensation | |
| 40,083,606 | | |
| 807,358 | | |
| 2,967,955 | | |
| 26,252,736 | |
Proposal | |
Votes For | | |
Withheld/
Abstain | | |
Against | | |
Broker Non-
Votes | |
Approve All Unallocated Awards Under the Corporation’s Long Term Equity Incentive Plan | |
| 41,659,311 | | |
| 804,373 | | |
| 1,395,235 | | |
| 26,252,736 | |
Proposal | |
Votes For | | |
Withheld/
Abstain | | |
Against | | |
Broker Non-
Votes | |
Approve All Unallocated Awards Under the Corporation’s Deferred Stock Unit Plan | |
| 41,694,075 | | |
| 793,336 | | |
| 1,371,508 | | |
| 26,252,736 | |
All nominees for election to the Corporation’s
Board of Directors were elected to the Board of Directors and will serve until the Corporation’s 2023 annual meeting of shareholders
or until successors are duly elected and qualified. In addition, at the Meeting, shareholders appointed Plante & Moran, PLLC as auditors
of the Company, and passed ordinary resolutions to approve, on an advisory basis, the compensation of the Corporation’s Named Executive
Officers, and to approve all unallocated awards under the Corporation’s Long Term Equity Incentive Plan, and all unallocated awards
under the Corporation’s Deferred Share Unit Plan.
Item 7.01 Regulation FD
On April 28, 2022, the Registrant issued a press
release announcing the voting results from its annual general and special meeting of shareholders held on Thursday, April 28, 2022 in
Littleton, Colorado.
A copy of the press release is attached to this
report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the
press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities
Exchange Act of 1934, as amended and shall not be incorporated by reference into any registration statement or other document filed under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this
report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Exhibits
*The Exhibit relating to Item 7.01 is intended
to be furnished to, not filed with, the SEC pursuant to Regulation FD.
SIGNATURES
In accordance with the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
VISTA GOLD CORP. (Registrant) |
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|
Dated: April 28, 2022 |
By: |
/s/ Frederick H. Earnest |
|
Frederick H. Earnest |
|
President and Chief Executive Officer |
EXHIBIT INDEX
*The Exhibit relating to Item 7.01 is intended
to be furnished to, not filed with, the SEC pursuant to Regulation FD.
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