8-K 1 vistagold8k_050819.htm

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: May 2, 2019
(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))

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 5.07. Submission of Matters to a Vote of Security Holders

Results of Annual General Meeting of Shareholders

On May 2, 2019, Vista Gold Corp. (the “Corporation’) held its annual general and special meeting of shareholders at Suite 1200, 200 Burrard Street, Vancouver, British Columbia at 10:00 a.m. (Vancouver time).  A total of 70,930,518 common shares in the capital of the Company (“Common Shares”) were represented at the meeting, being 70.72% of the Common Shares issued and outstanding on the record date for the meeting.

Detailed results for the ballot votes are as follows:

Election of Directors
Votes For
Votes Withheld
Broker Non-Votes
John M. Clark
31,194,170
584,134
39,152,214
Frederick H. Earnest
31,200,170
578,134
39,152,214
W. Durand Eppler
31,172,799
605,505
39,152,214
Deborah J. Friedman
31,161,510
616,794
39,152,214
C. Thomas Ogryzlo
31,155,029
623,275
39,152,214
Michael B. Richings
30,967,519
810,785
39,152,214
Tracy A. Stevenson
31,185,840
592,464
39,152,214

Proposal
Votes For
Votes Withheld
Abstain
Broker Non-Votes
Approve Appointment of Plante & Moran, PLLC
69,275,269
1,655,249
0
0
Advisory Vote on Executive Compensation
30,489,271
866,980
422,053
39,152,214
Approve Amendments to Long Term Equity Incentive Plan
30,553,907
925,934
298,463
39,152,214
Approve Unallocated Awards under the Long Term Equity Incentive Plan
30,215,764
1,171,988
390,552
39,152,214
Approve Deferred Share Unit Plan
30,484,999
943,840
349,465
39,152,214

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 2020 annual meeting of shareholders or until successors are duly elected and qualified.  In addition, at the Meeting, shareholders appointed Plante & Moran, PLLC as auditors of the Company and passed ordinary resolutions to approve: on an advisory basis, the compensation of the Corporation’s Named Executive Officers; amendments to the Corporation’s Long Term Incentive Plan; all unallocated awards under the Corporation’s Long Term Incentive Plan; and the adoption of a deferred share unit plan.

Item 7.01  Regulation FD

On May 2, 2019, the Registrant issued a press release announcing the voting results from its Annual General Meeting of shareholders held on Thursday, May 2, 2019 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

99.1 Press Release dated May 2, 2019*

*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 8, 2019
By: /s/John F. Engele
John F. Engele
Chief Financial Officer


EXHIBIT INDEX

Exhibit No.    Description
99.1         Press Release dated May 2, 2019*

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