Form 8-K

 

 

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): June 21, 2011

 

 

GOLD RESOURCE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Colorado   001-34857   84-1473173

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

2886 Carriage Manor Point

Colorado Springs, CO 80906

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number including area code: (303) 320-7708

 

 

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))

 

 

 


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

Gold Resource Corporation (the “Company”) held its annual shareholders’ meeting on June 21, 2011. At the annual meeting, the shareholders elected the five individuals nominated to be directors; approved the compensation of the named executive officers as described in the proxy statement; voted to hold the advisory vote on executive compensation every three years; and ratified the appointment of StarkSchenkein, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011.

 

     Shares Voted  

Name of Nominee

   For      Withheld      Broker Non-Votes  

William Reid

     29,206,325         4,111,583         11,315,157   

Jason Reid

     31,248,112         2,069,796         11,315,157   

Bill Conrad

     31,436,382         1,881,526         11,315,157   

Isac Burstein

     29,001,550         4,316,358         11,315,157   

Tor Falck

     32,709,235         608,673         11,315,157   

Election results for the advisory vote on executive compensation are as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

32,953,589

   193,190    171,129    11,315,157

Election results for the frequency of the advisory vote on executive compensation are as follows:

 

1 Year

  

2 Years

  

3 Years

  

Abstain

  

Broker Non-Votes

7,931,293

   398,298    24,858,433    129,884    11,315,157

Election results for the ratification of the appointment of StarkSchenkein, LLP as the independent registered public accounting firm for the year ending December 31, 2011 are as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

44,115,241

   61,401    456,423    0

 

Item 7.01 Regulation FD

On June 21, 2011, in connection with its annual meeting, the Company made a presentation to the shareholders in attendance at the meeting. A copy of the slides presented at the meeting is attached to this report as Exhibit 99.1.

The information furnished under this Item 7.01, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1 Power Point presentation dated June 21, 2011

Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995.

With the exception of historical matters, the matters discussed in this report include forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projections or


estimates contained therein. Such forward-looking statements include, among others, statements regarding future exploration and development activities and the decisions of third parties over which the Company has no control. Factors that could cause actual results to differ materially from projections or estimates include, among others, precious metals prices, economic and market conditions and future drilling results, as well as other factors described in our Annual Report on Form 10-K for the year ended December 31, 2010, and other filings with the SEC. Most of these factors are beyond the Company’s ability to predict or control. The Company disclaims any obligation to update any forward-looking statement made in the press release. Readers are cautioned not to put undue reliance on forward-looking statements.

U.S. investors should be aware that the Company has no “reserves” as defined by Guide 7 adopted by the United States Securities and Exchange Commission (SEC) and are cautioned not to assume that any part or all of the mineralization will ever be confirmed or converted into Guide 7 compliant “reserves.”


SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    GOLD RESOURCE CORPORATION
Date: June 21, 2011     By:  

/s/ William W. Reid

    Name:   William W. Reid
    Title:   Chief Executive Officer


EXHIBIT INDEX

The following is a list of the Exhibits furnished herewith.

 

Exhibit
Number

  

Description of Exhibit

99.1    Power Point presentation dated June 21, 2011