Golden Minerals Co Reports Director Changes and Corporate Updates

TL;DR

Golden Minerals Co filed an 8-K detailing leadership changes and corporate governance updates as of May 9, 2024.

AI Summary

Golden Minerals Company filed an 8-K on May 14, 2024, reporting on several key events that occurred on May 9, 2024. These include the departure of directors or officers, the election of new directors, the appointment of certain officers, and updates to compensatory arrangements. The filing also covers amendments to the company's articles of incorporation or bylaws, changes in the fiscal year, and the submission of matters to a vote of security holders. Additionally, it includes financial statements and exhibits.

Why It Matters

This filing signals potential shifts in the company's leadership and governance structure, which could impact strategic direction and operational oversight.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with amendments to bylaws, can indicate internal shifts that may affect future performance or strategy.

Key Players & Entities

• Golden Minerals Company (company) — Registrant
• May 9, 2024 (date) — Date of earliest event reported
• May 14, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value AUMN NYSE American Indi
• $0 — r of authorized common stock, par value $0.01, from 28,000,000 shares to 100,000,0

Filing Documents

• tm2414223d1_8k.htm (8-K) — 47KB
• tm2414223d1_ex3-1.htm (EX-3.1) — 12KB
• tm2414223d1_ex10-1.htm (EX-10.1) — 7KB
• 0001104659-24-061147.txt ( ) — 244KB
• aumn-20240509.xsd (EX-101.SCH) — 3KB
• aumn-20240509_lab.xml (EX-101.LAB) — 33KB
• aumn-20240509_pre.xml (EX-101.PRE) — 22KB
• tm2414223d1_8k_htm.xml (XML) — 4KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As discussed in Item 5.07 below, at the Meeting, the stockholders of the Company voted to approve an increase in the total number of authorized shares of common stock of the Company from 28,000,000 shares to 100,000,000 shares (the "Authorized Shares Increase"). To effect the Authorized Shares Increase, the Company filed an amendment to the Company's Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Amendment") on May 13, 2024. The foregoing description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Meeting, six proposals were submitted to the stockholders for approval as set forth in the Proxy Statement. Of the 14,566,382 shares of common stock outstanding and entitled to vote as of the record date, 6,228,266 shares (42.76%) were present or represented by proxy at the Meeting. The stockholders of the Company (1) approved the election of Jeffrey G. Clevenger, Warren M. Rehn, Deborah J. Friedman, Kevin R. Morano and David H. Watkins as directors of the Company to hold office until the 2025 annual meeting of stockholders or until their successors are elected; (2) ratified the appointment of Haynie & Company to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; (3) approved amendment to the Company's Amended and Restated Certificate of Incorporation to increase the total number of authorized common stock from 28,000,000 shares to 100,000,000 shares; (4) approved an amendment to the Company's 2023 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance pursuant to awards from 360,000 shares to 1,400,000 shares; (5) approved, on an advisory basis, the compensation of our named executive officers; and (6) voted, on an advisory basis, "3 years" for the frequency of the advisory stockholder vote on the compensation of our named executive officers. The votes on the proposals were cast as set forth below: 1. Election of five directors to hold office until the 2025 annual meeting of stockholders or until their successors are elected. Name Votes For Votes Withheld Broker Non-Votes Jeffrey G. Clevenger 2,258,907 164,658 3,804,701 Warren M. Rehn 2,296,336 127,229 3,804,701 Deborah J. Friedman 2,266,262 157,303 3,804,701 Kevin R. Morano 2,248,271 175,294 3,804,701 David H. Watkins 2,285,336 138,229 3,804,701 2. Ratification of the appointment of Haynie & Company as the Comp

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Golden Minerals Company. 10.1 Amendment to the Golden Minerals Company 2023 Equity Incentive Plan. 104 Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101).

SIGNATURES

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. Date: May 14, 2024 Golden Minerals Company By: /s/ Julie Z. Weedman Name: Julie Z. Weedman Title: Senior Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR