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, 2022.

SOLITARIO ZINC CORP.

(Exact name of registrant as specified in its charter)

Colorado	001-32978	84-1285791
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

4251 Kipling Street, Suite 390

Wheat Ridge, CO 80033

(Address of principal executive offices)

Registrant’s telephone number, including area code: (303) 534-1030 

Not Applicable

(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(b) of the Act:

Title of Each Class	Trading Symbol	Name of each exchange  on which registered
Common Stock, $0.01 par value	XPL	NYSE American

Indicate by checkmark 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.

On June 21, 2022, Solitario Zinc Corp. (“Solitario”) held its Annual Meeting of Shareholders at which holders of 33,396,907 shares of common stock or approximately 51.56% of the total outstanding shares eligible to vote as of the record date were present in person or by proxy. The three matters identified below were submitted to a vote of the shareholders. Each proposal is more fully described in Solitario’s definitive proxy statement filed with the Securities and Exchange Commission dated April 28, 2022.

1.  Election of Directors. Seven directors were elected to serve until the next annual meeting of shareholders or until their successors are elected and qualified, with each director receiving the votes below:

Number of Shares
Name	For		Against		Withheld		Broker Non-Votes
Brian Labadie		23,447,123		52,174		246,485		9,651,125
John Labate		23,144,964		354,020		246,798		9,651,125
James Hesketh		21,993,252		1,645,524		107,005		9,651,126
Christopher E. Herald		23,572,327		54,114		119,341		9,651,125
Gil Atzmon		22,144,213		1,269,348		332,221		9,651,125
Joshua D. Crumb		23,138,489		362,765		244,528		9,651,125
Debbie Mino-Austin		23,574,143		65,147		106,491		9,651,126

2.	Advisory Vote on Executive Compensation. The shareholders approved a resolution substantially as set forth below regarding the compensation of Solitario’s named executive officers with 23,328,557 shares voting for (98.24% of shares voting), 417,223 shares voting against, and 9,651,127 broker non-votes.
	“RESOLVED THAT: Solitario shareholders approve the compensation of Solitario’s named executive officers, as disclosed in the Company’s proxy statement, dated April 28, 2022, pursuant to the compensation disclosure rules of the Securities and Exchange Commission set forth in Item 402 of Regulation S-K, including, but not limited to, the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in the proxy statement for the 2022 annual meeting.”
3.	Appointment of Auditors. The appointment of Plante Moran PLLC as Solitario’s auditors for fiscal year 2022 was ratified with 32,837,362 shares voting for (98.32% of shares voting), 215,748 shares voting against, 343,797 shares voting to abstain, and no broker non-votes.

ITEM 9.01 Financial Statements and Exhibits         

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press Release, dated June 22, 2022, announcing the Voting Results of Solitario’s Annual Meeting held June 21, 2022

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

June 22, 2022

Solitario Zinc Corp.
By:	/s/ James R. Maronick
	James R. Maronick, Chief Financial Officer

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EX-99.1

EXHIBIT 99.1

                   

VOTING RESULTS OF SOLITARIO ANNUAL MEETING

HELD JUNE 21, 2022

DENVER, CO – June 22^nd, 2022 - Solitario Zinc Corp. (“Solitario”) (NYSE American: XPL; TSX: SLR) announces results of its Annual General Meeting of Shareholders at which holders of 33,396,907 shares of common stock or 51.56% of the total outstanding shares eligible to vote as of the record date were present in person or by proxy. The three matters identified below were submitted to a vote of the shareholders. Each proposal is more fully described in Solitario’s definitive proxy statement filed with the Securities and Exchange Commission dated April 28, 2022.

Chris Herald, President and CEO of Solitario, commented “We are pleased with the results of this year’s Annual Meeting and thank our shareholders for their ongoing support as we strive to create value by moving our projects forward. We would like to officially welcome Debbie Mino-Austin as the newest member to the Company’s Board of Directors. With regard to our projects, we have ramped up our 2022 exploration efforts at our Golden Crest project in South Dakota and core drilling has begun at the Lik zinc project in Alaska. We look forward to reporting results on these activities in the coming months.”

Report of Voting Results

1.  Election of Directors. Seven directors were elected to serve until the next Annual Meeting of Shareholders or until their successors are elected and qualified, with each director receiving the votes (and percentage of shares voting, excluding broker non-votes) below:

Shares voted
Name	For (%)			Against		Withheld		Broker Non-Votes
Brian Labadie		23,447,123	(98.74)		52,174		246,485		9,651,125
John Labate		23,144,964	(97.47)		354,020		246,798		9,651,125
James Hesketh		21,993,252	(92.62)		1,645,524		107,005		9,651,126
Christopher E. Herald		23,572,327	(99.27)		54,114		119,341		9,651,125
Gil Atzmon		22,144,213	(93.26)		1,269,348		332,221		9,651,125
Joshua D. Crumb		23,138,489	(97.44)		362,765		244,528		9,651,125
Debbie Mino-Austin		23,574,143	(98.28)		65,147		106,491		9,651,126

2.	Advisory Vote on Executive Compensation. The shareholders approved the compensation of Solitario’s named executive officers with 23,328,557 shares voting for (98.24 of shares voting), 417,223 shares voting against, and 9,651,127 broker non-votes.
	“RESOLVED THAT: Solitario shareholders approve the compensation of Solitario’s named executive officers, as disclosed in the Company’s proxy statement, dated April 28, 2022, pursuant to the compensation disclosure rules of the Securities and Exchange Commission set forth in Item 402 of Regulation S-K, including, but not limited to, the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in the proxy statement for the 2022 annual meeting.”
3.	Appointment of Auditors. The appointment of Plante Moran PLLC as Solitario’s auditors for fiscal year 2022 was ratified with 32,837,362 shares voting for (98.32% of shares voting), 215,748 shares voting against, 343,797 shares voting to abstain, and zero broker non-votes.

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About Solitario

Solitario is a natural resource exploration and development company focused on high-quality Tier-1 gold and zinc projects. The Company is traded on the NYSE American (“XPL”) and on the Toronto Stock Exchange (“SLR”). In addition to its Golden Crest project, Solitario holds 50% joint venture interest (Teck Resources 50%) in the high-grade, Lik zinc deposit in Alaska and a 39% joint venture interest (Nexa Resources holds the remaining 61% interest) on the high-grade Florida Canyon zinc project in Peru. Solitario is carried to production through its joint venture arrangement with Nexa. Solitario’s Management and Directors hold approximately 9.3% (excluding options) of the Company’s 64.7 million shares outstanding. Solitario’s cash balance and marketable securities stand at approximately US$7.5 million. Additional information about Solitario is available online at www.solitariozinc.com.

Solitario has a long history of committed Environmental, Social and Responsible Governance (“ESG”) of its business. We realize ESG issues are also important to investors, employees and all stakeholders, including communities in which we work. We are pledged to operate our business in a manner that supports environmental and social initiatives and responsible corporate governance.

FOR MORE INFORMATION CONTACT:

Valerie Kimball Director – Investor Relations 720-933-1150 (800) 229-6827 Christopher E. Herald President & CEO (303) 534-1030, Ext. 14

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Cover	Jun. 21, 2022
Cover [Abstract]
Entity Registrant Name	SOLITARIO ZINC CORP.
Entity Central Index Key	0000917225
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Jun. 21, 2022
Entity Incorporation State Country Code	CO
Entity Tax Identification Number	84-1285791
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity File Number	001-32978
Entity Address Address Line 1	4251 Kipling Street
Entity Address Address Line 2	Suite 390
Entity Address City Or Town	Wheat Ridge
Security Exchange Name	NYSE
Entity Address Postal Zip Code	80033
City Area Code	303
Local Phone Number	534-1030
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	XPL
Entity Address State Or Province	CO