8-K 1 thmg8kaug23-29.htm THUNDER MOUNTAIN GOLD INC FORM 8K Thunder Mountain Gold

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 20, 2019

 

THUNDER MOUNTAIN GOLD

(Exact Name of Registrant as Specified in its Charter)

 

Idaho

001-08429

91-1031075

(State or other jurisdiction of incorporation)

(Commission File  Number)

(IRS Employer Identification No.)

 

11770 President Drive, Ste. F, Boise, Idaho

 

 

83713

(Address of principal executive offices)

 

(Zip Code)

 

Registrant's telephone number, including area code: 208-658-1037

 

11770 W. President Dr., Ste. F, Boise, Idaho 83713

(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))

 

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on Which Registered

Common Stock, $0.001 par value

 

THMG

 

OTCQB

 

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    o

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.    o

Section 5 – Corporate Governance and Management

 

Item 5.07Submission of Matters to a Vote of Security Holders 

 

On August 20, 2019, the Company’s shareholders approved three proposals at their Annual Meeting.

Of the 57,633,879 shares of the Company’s Common Stock outstanding, as of the record date of May 17, 2019, 40,133,704 shares were represented at the Annual Meeting. The Company's shareholders voted on three proposals listed below, that were described in detail in the Company's definitive proxy statement for the Annual Meeting.

Proposal 1: The shareholders elected each of the eight director nominees set forth below, to serve a one-year term, expiring at the next Annual Meeting of Shareholders.  The voting results were as follows:

Name of Candidate

 

 

For

 

Withheld/Against

 

 

 

 

Broker

Non-Votes

 

 

Eric T. Jones

 

 

32,994,985

 

766,210

 

 

 

 

6,372,509

 

 

E. James Collord

 

 

32,983,785

 

777,410

 

 

 

 

6,372,509

 

 

Joseph H. Baird

 

 

32,984,985

 

776,210

 

 

 

 

6,372,509

 

 

Ralph Noyes

 

 

32,999,285

 

761,910

 

 

 

 

6,372,509

 

 

Douglas J. Glaspey

 

 

31,849,985

 

1,911,210

 

 

 

 

6,372,509

 

 

James A. Sabala

 

 

31,877,085

 

1,884,110

 

 

 

 

6,372,509

 

 

Larry D. Kornze

 

 

31,874,285

 

1,886,910

 

 

 

 

6,372,509

 

 

Paul Beckman

 

 

32,102,085

 

659,110

 

 

 

 

6,372,509

 

 

Proposal 2: The shareholders also ratified and reapproved the Stock Option Plan, as summarized below:

Shares Voted

 

For

 

 

Against

 

 

Abstentions

 

 

Broker Non-Votes

 

31,491,796

 

 

 

293,825

 

 

 

1,975,574

 

 

 

6,372,509

 

 

Proposal 3:  The shareholders ratified and reapproved the appointment of DeCoria, Maichel & Teague P.S. as independent auditors, indicated below:

 

Shares Voted

 

For

 

 

Against

 

 

Abstentions

 

Broker Non-Votes

 

40,061,664

 

 

59,940

 

 

12,100

 

-0-

 

 

No other items were presented for shareholder approval at the Annual Meeting.

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. 

 

 

 

THUNDER MOUNTAIN GOLD, INC.

                      (Registrant)

 

 By: /s/ ERIC T. JONES

 -------------------------------------------------

Eric T. Jones

President and Chief Executive Officer

 

 

Date:  August 23, 2019