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EX-10.1 - EX-10.1 - Paramount Gold Nevada Corp.pzg-ex101_14.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 (Date of earliest event reported):  December 12, 2018

 

PARAMOUNT GOLD NEVADA CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or Other Jurisdiction of Incorporation)

 

 

 

 

001-36908

 

98-0138393

(Commission File Number)

 

(IRS Employer Identification No.)

 

665 Anderson Street

Winnemucca, Nevada

89445

(Address of Principal Executive Offices)

  

(775) 625-3600

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instructions A.2. below):

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).  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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(e)  Paramount Gold Nevada Corp. (“Paramount”) held its 2018 Annual Stockholders’ Meeting on December 12, 2018, in Vale, Oregon (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved amendments to the 2016 Stock Incentive and Equity Compensation Plan (the “Plan”).

 

The first amendment to the Plan increased the maximum number of shares that may be issued pursuant to the Plan by an additional 600,000 shares, representing approximately 2.4% of the common stock of the Company issued and outstanding on October 15, 2018, the record date for the Annual Meeting. As of the record date, a total of 291,177 shares were subject to outstanding awards granted under the Plan, and there were no shares available for new award grants under the Plan before taking the proposed share increase into account.

 

The second amendment to the Plan reduced the maximum term that an option shall be exercisable from ten (10) years to five (5) years after the option is granted.

 

The Plan was effective as of December 14, 2016. The Plan will terminate with respect to the grant of new awards on December 14, 2026.

 

A composite copy of the Plan, which reflected the amendment to that plan that was approved by the Company’s stockholders, was

included as Exhibit 1 to the Company’s proxy statement for the Annual Meeting, which proxy statement was filed with the Securities

and Exchange Commission (the “SEC”), on October 25, 2018, and is available at the SEC’s website at www.sec.gov. The terms and

conditions of the Plan, as amended, and information pertaining to certain participants in the Plan, as amended, are described in

detail in that proxy statement. The foregoing description of the amendment to the Plan and Plan as so amended are qualified in their

entirety by the terms of that amendment and the Plan as so amended, respectively. A composite copy of Plan that gives effect to the

amendment is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

 

 

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

 

Paramount Gold Nevada Corp. (the “Company”) held its annual stockholder meeting on December 12, 2018.   Of the 25,474,954 shares outstanding and entitled to vote at the meeting, 16,143,805 shares of common stock or 63.37% were voted.

 

At the annual stockholder meeting, the stockholders of the Company were asked to consider and vote on three proposals.  The election results for each proposal were as follows:

 

Proposal #1: Election of Directors

 

The stockholders elected the following six individuals to the Company’s Board of Directors for a one-year term expiring at the 2019 Annual General Meeting.  The voting results were as follows:

 

 

 

 

 

 

 

For

 

 

Withheld

 

 

Broker Non-Votes

 

 

Approval Percentage(1)

 

Rudi Fronk

 

 

9,377,124

 

 

 

334,175

 

 

 

6,432,506

 

 

 

96.56%

 

Glen Van Treek

 

 

9,586,198

 

 

 

125,101

 

 

 

6,432,506

 

 

 

98.71%

 

Christopher Reynolds

 

 

9,585,168

 

 

 

126,131

 

 

 

6,432,506

 

 

 

98.70%

 

John Carden

 

 

9,369,729

 

 

 

341,570

 

 

 

6,432,506

 

 

 

96.48%

 

Eliseo Gonzalez-Urien

 

 

9,363,506

 

 

 

347,793

 

 

 

6,432,506

 

 

 

96.42%

 

Pierre Pelletier

 

 

9,585,787

 

 

 

125,512

 

 

 

6,432,506

 

 

 

98.71%

 

John Seaberg

 

 

9,575,996

 

 

 

135,303

 

 

 

6,432,506

 

 

 

98.61%

 

 

 

Proposal #2:  Vote on the amendment to the 2016 Stock Incentive and Equity Compensation Plan

 

The stockholders approved the amendment to the 2016 Stock Incentive and Equity Compensation Plan.  The voting results were as follows:

 

 


 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

 

Approval Percentage (1)

 

 

 

7,787,973

 

 

 

1,865,920

 

 

 

57,406

 

 

 

6,432,506

 

 

 

80.20%

 

 

 

 

 

Proposal #3:  Ratification of Appointment of Independent Registered Public Accounting Firm

 

The stockholders ratified the appointment of MNP LLP as the Company’s independent registered public accountants for the year ended June 30, 2019.  The voting results were as follows:

 

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

 

Approval Percentage (1)

 

 

 

15,961,005

 

 

 

149,327

 

 

 

33,473

 

 

 

0

 

 

 

98.87%

 

 

 

(1)  Percentage of votes cast for the nominee or proposal.



Item 9.01.    Financial Statements and Exhibits.

 

(d)List of Exhibits

 

Exhibit

Number

 

Description

 

 

 

Exhibit 10.1

 

Paramount Gold Nevada Corp. 2016 Stock Incentive and Compensation Plan, as amended.

 

 

 



SIGNATURE

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.

 

 

PARAMOUNT GOLD NEVADA CORP.

 

 

 

 

Date:  December 14, 2018

 

By:

/s/ Carlo Buffone

 

 

 

Carlo Buffone

 

 

 

Chief Financial Officer