8-K 1 vgz-20170503x8k.htm 8-K Voting results 050317

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: April 27, 2017

(Date of earliest event reported)

VISTA GOLD CORP.
(Exact Name of Registrant as Specified in Charter)

British Columbia, Canada
(State or Other Jurisdiction of Incorporation)

1-9025
(Commission File Number)

Not Applicable
(IRS Employer Identification No.)


7961 Shaffer parkway, suite 5, littleton, colorado 80127

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code:   (720) 981-1185

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))

 


 

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

 

Results of Annual General Meeting of Shareholders 

 

On April 27, 2017, Vista Gold Corp. (the “Corporation”) held its annual general meeting of shareholders at Suite 1200, 200 Burrard Street, Vancouver, British Columbia, at 10:00 a.m. (Vancouver time).    Shareholders representing 60,333,702 shares or  61.58% of the shares authorized to vote (97,976,122) were present in person or by proxy, representing a quorum for the purposes of the annual general meeting.  The shareholders approved the following:

 

Election of Directors

Ordinary resolution to elect the following nominees as directors:

For

Against

Withheld/Abstain

Spoiled

Non Vote

John M. Clark

24,749,791

0

215,756

0

35,368,155

Frederick H. Earnest

24,725,599

0

239,947

0

35,368,156

W. Durand Eppler

24,484,536

0

481,010

0

35,368,156

C. Thomas Ogrzylo

24,235,507

0

730,039

0

35,368,156

Michael B. Richings

24,331,133

0

634,413

0

35,368,156

Tracy A. Stevenson

24,480,481

0

485,066

0

35,368,155

Appointment of Auditors

59,966,445

0

367,257

0

0

Resolution for Advisory Vote on Executive Compensation

23,148,612

1,385,128

431,806

0

35,368,156

 

 

1 Year

2 Years

3 Years

Withheld

Spoiled

Non Vote

Resolution on Advisory Vote on Frequency of Advisory Vote on Executive Compensation

19,502,087

350,378

4,773,040

340,040

0

35,368,157

 

 

All nominees for election to the Corporation’s Board of Directors were elected to the Board of Directors and will serve until the Corporation’s 2018 annual meeting of shareholders or until successors are duly elected and qualified.  The proposal to ratify the appointment of EKS&H LLLP as the Corporation’s Independent Registered Public Accounting Firm for the 2017 fiscal year was approved. The resolution to approve, on an advisory basis, the compensation of the Corporation’s Named Executive Officers as presented in the Corporation’s proxy statement, was approved.  In relation to the resolution to determine, on an advisory basis, the frequency of the advisory vote on executive compensation, one year is the frequency that received the most votes of the shareholders and therefore was adopted as the advisory vote of the shareholders. 

 

Frequency of Advisory Vote on Executive Compensation

 

The Board of Directors, in considering the shareholder’s advisory vote on the frequency of the advisory vote on executive compensation of one year, has determined that the Corporation will hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of such advisory votes, or until the Board of Directors otherwise determines that a different frequency for such votes is in the best interests of the Corporation’s shareholders.

 

 

 


 

 

Item 7.01  Regulation FD

 

On April 27, 2017, the Registrant issued a press release announcing the voting results from its Annual General Meeting of shareholders held on Thursday, April 27, 2017 in Vancouver, British Columbia.

 

A copy of the press release is attached to this report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.  The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 9.01  Exhibits

 

99.1Press Release dated April 27, 2017*

 

*The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

 

 

SIGNATURES 

 

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

 

VISTA GOLD CORP.
(Registrant)

Dated:  May 3, 2017

By: /s/John F. Engele

John F. Engele

Chief Financial Officer