UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 5.07. Submission of Matters to a Vote of Security Holders
Results of Annual General Meeting of Shareholders
On April 30, 2024, Vista Gold Corp. (the “Corporation”) held its annual general and special meeting of shareholders at 10:00 a.m. (PDT). A total of 69,554,939 common shares in the capital of the Company (“Common Shares”) were represented at the meeting, being 57.23% 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/ Abstain | Broker Non-Votes |
John M. Clark | 39,839,708 | 1,052,593 | 28,662,638 |
Frederick H. Earnest | 39,586,851 | 1,305,450 | 28,662,638 |
Deborah J. Friedman | 39,678,106 | 1,214,195 | 28,662,638 |
Patrick F. Keenan | 39,629,158 | 1,263,143 | 28,662,638 |
Tracy A. Stevenson | 39,647,847 | 1,244,454 | 28,662,638 |
Michel Sylvestre | 39,557,185 | 1,335,116 | 28,662,638 |
Proposal | Votes For | Withheld/ Abstain | Against | Broker Non-Votes |
Approve Appointment of Davidson & Company LLP | 67,959,081 | 1,595,858 | 0 | 0 |
Proposal | Votes For | Withheld/ Abstain | Against | Broker Non-Votes |
Advisory Vote on Executive Compensation | 37,193,877 | 599,055 | 3,099,369 | 28,662,638 |
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 2025 annual general and special meeting of shareholders or until successors are duly elected and qualified. In addition, at the Meeting, shareholders appointed Davidson & Company LLP as auditors of the Company for the fiscal year ending December 31, 2024, and passed an ordinary resolution to approve, on an advisory basis, the compensation of the Corporation’s Named Executive Officers.
The Company received feedback from shareholders on the matter to approve all unallocated options under the Company’s Stock Option Plan. Management plans to take time to consider the feedback received. Accordingly, this matter was not considered at the Meeting.
Item 7.01 Regulation FD
On April 30, 2024, the Registrant issued a press release announcing the voting results from its annual general and special meeting of shareholders held on Tuesday, April 30, 2024 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
Exhibit Number |
| Description |
99.1* | Press Release, dated April 30, 2024. | |
104 | Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
*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. | |
Dated: May 2, 2024 | By: /s/ Frederick H. Earnest Frederick H. Earnest President and Chief Executive Officer |