0001144204-17-041808.txt : 20170810 0001144204-17-041808.hdr.sgml : 20170810 20170809182458 ACCESSION NUMBER: 0001144204-17-041808 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170807 ITEM INFORMATION: Shareholder Nominations Pursuant to Exchange Act Rule 14a-11 FILED AS OF DATE: 20170810 DATE AS OF CHANGE: 20170809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Gold Corp. CENTRAL INDEX KEY: 0001432196 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 260657736 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37481 FILM NUMBER: 171019243 BUSINESS ADDRESS: STREET 1: 1658 COLE BOULEVARD STREET 2: BUILDING 6, SUITE 210 CITY: LAKEWOOD STATE: CO ZIP: 80401 BUSINESS PHONE: (877) 705-9357 MAIL ADDRESS: STREET 1: 1658 COLE BOULEVARD STREET 2: BUILDING 6, SUITE 210 CITY: LAKEWOOD STATE: CO ZIP: 80401 FORMER COMPANY: FORMER CONFORMED NAME: Sagebrush Gold Ltd. DATE OF NAME CHANGE: 20110519 FORMER COMPANY: FORMER CONFORMED NAME: Empire Sports & Entertainment Holdings Co. DATE OF NAME CHANGE: 20101005 FORMER COMPANY: FORMER CONFORMED NAME: Excel Global, Inc. DATE OF NAME CHANGE: 20080411 8-K 1 v472637_8k.htm 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): August 7, 2017

Pershing Gold Corporation

(exact name of registrant as specified in its charter)

Nevada

000-54710

26-0657736

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1658 Cole Boulevard

Building 6 – Suite 210

Lakewood, Colorado

80401

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (720) 974-7248

(Former name or former address, if changed since last report)

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)

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))

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 5.08 Shareholder Director Nominations

On August 7, 2017, the board of directors of Pershing Gold Corporation (the “Company”) revised the date of the Company's 2017 annual meeting of stockholders to December 8, 2017 (the “Annual Meeting”) and established the close of business on October 12, 2017 as the record date for determining stockholders entitled to receive notice of and to vote at the Annual Meeting.

Since the date of the Annual Meeting has been changed by more than 30 calendar days from the anniversary date of the 2016 annual meeting of stockholders, the Company has undertaken, pursuant to Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to provide shareholders with an updated deadline for submitting any qualified stockholder proposal or qualified stockholder nominations.

In accordance with Rule 14a-5(f) and Rule 14a-8(e) under the Exchange Act, notice by a stockholder of any qualified stockholder proposal or qualified stockholder nominations must be received by the Company at its principal executive offices at 1658 Cole Boulevard, Building 6, Suite 210, Lakewood, Colorado, and directed to the attention of the Corporate Secretary, by September 1, 2017 in order to be considered for inclusion in the Company’s proxy statement and form of proxy for the Annual Meeting. Such stockholder proposals or nominations must conform to the rules and regulations promulgated by the Securities and Exchange Commission. Any such notice received after the close of business on September 1, 2017 will be considered untimely and not properly brought before the Annual Meeting.

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: August 8, 2017

	PERSHING GOLD CORPORATION

	By:	/s/ Eric Alexander
		Eric Alexander
		Vice President Finance and Controller