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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 19, 2016

 

GOLDEN MINERALS COMPANY

(Exact name of registrant as specified in its charter)

 

 

350 Indiana Street, Suite 800

Golden, Colorado 80401

(Address of principal executive offices)  (Zip Code)

 

Registrant’s telephone number, including area code:  (303) 839-5060

 

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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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Item 5.03		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 5.07		Submission of Matters to a Vote of Security Holders.
Item 9.01		Financial Statements and Exhibits.
Signature

 

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Item 5.03                         Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

Golden Minerals Company (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Meeting”) on May 19, 2016 in Golden, Colorado.  At the Meeting, the Company’s stockholders approved a proposal to increase the Company’s authorized common stock from 100,000,000 to 200,000,000 shares by amending the Company’s Amended and Restated Certificate of Incorporation.  On May 19, 2016, the Company filed with the Secretary of State of the State of Delaware a Second Amendment to the Amended and Restated Certificate of Incorporation of Golden Minerals Company increasing its authorized common stock from 100,000,000 to 200,000,000 shares.

 

A copy of the Second Amendment to the Amended and Restated Certificate of Incorporation of Golden Minerals Company is filed as Exhibit 3.1 to this Current Report on Form 8-K.

 

Item 5.07                         Submission of Matters to a Vote of Security Holders.

 

Of the 76,468,643 shares of common stock outstanding and which are entitled to vote as of the record date, 55,402,387 shares (72.45%) were present or represented by proxy at the Meeting.  The Company’s stockholders (1) approved the election of Jeffrey G. Clevenger, Warren M. Rehn, W. Durand Eppler, Ian Masterton-Hume, Kevin R. Morano, Terry M. Palmer, Andrew N. Pullar and David H. Watkins as directors of the Company to hold office until the 2017 annual meeting of stockholders or until their successors are elected, (2) ratified the selection of EKS&H, LLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, and (3) approved an increase in the Company’s authorized common stock from 100,000,000 to 200,000,000 shares by amending the Company’s Amended and Restated Certificate of Incorporation:

 

1.                                      Election of eight (8) directors to hold office until the 2017 annual meeting of stockholders or until their successors are elected.

 

Name		Votes For		Votes Withheld		Broker Non-Votes
Jeffrey G. Clevenger		42,731,052		293,153		12,378,182
Warren M. Rehn		42,910,812		113,393		12,378,182
W. Durand Eppler		42,910,830		113,375		12,378,182
Ian Masterton-Hume		42,596,707		427,498		12,378,182
Kevin R. Morano		42,731,097		293,108		12,378,182
Terry M. Palmer		42,862,725		161,480		12,378,182
Andrew N. Pullar		42,855,104		169,101		12,378,182
David H. Watkins		42,798,395		225,810		12,378,182

 

2.                                      Ratification of the selection of EKS&H, LLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

 

Votes For		Votes Against		Abstentions
55,136,529		98,249		167,609

 

3.                                      Approval of an increase in the Company’s authorized common stock from 100,000,000 to 200,000,000 shares by amending the Company’s Amended and Restated Certificate of Incorporation.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
50,612,647		3,167,303		1,622,436		12,378,182

 

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Item 9.01                         Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.		Description
3.1		Second Amendment to the Amended and Restated Certificate of Incorporation of Golden Minerals Company.

 

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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: May 19, 2016
	Golden Minerals Company
	By:	/s/ Robert P. Vogels
		Name:	Robert P. Vogels
		Title:	Senior Vice President and Chief Financial Officer

 

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