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 17,
2020
SOLITARIO ZINC CORP.
(Exact
name of registrant as specified in its charter)
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Colorado
(State
or other jurisdiction of
incorporation
or organization)
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001-32978
(Commission
File
Number)
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84-1285791
(I.R.S.
Employer
Identification
No.)
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4251
Kipling Street, Suite 390
Wheat
Ridge, CO 80033
(Address
of principal executive offices)
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Registrant’s
telephone number, including area code:
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(303)
534-1030
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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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of Each Class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
Stock,
$0.01
par value
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XPL
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NYSE
American
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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 ☐
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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. ☐
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ITEM
5.07
Submission
of Matters to a Vote of Security Holders.
On June
17, 2020, Solitario Zinc Corp. (“Solitario”) held its
Annual Meeting of Shareholders at which holders of 39,364,700
shares of common stock or 67.72% 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,
2020
1.
Election of Directors. Six 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:
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Number of Shares
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Name
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For
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Against
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Withheld
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Broker Non-Votes
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Brian
Labadie
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21,975,502
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1,388,722
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667,592
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15,332,884
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John
Labate
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21,965,841
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1,354,690
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701,285
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15,332,884
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James
Hesketh
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22,411,532
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1,487,813
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132.471
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15,332,884
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Christopher E.
Herald
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23,832,649
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123,287
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75,880
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15,332,884
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Gil
Atzmon
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22,474,688
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254,585
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1,302,543
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15,332,884
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Joshua D.
Crumb
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21,255,518
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1,470,689
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1,305,609
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15,332,884
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2.
Advisory Vote on Executive Compensation.
The shareholders approved the compensation of Solitario’s
named executive officers with 22,392,914 shares voting for (93.18% of shares
voting), 1,638,902 shares voting against, and 15,332,884
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,
2020, 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 2020 annual
meeting.”
3
Appointment of Auditors. The appointment
of Plante Moran PLLC as Solitario’s auditors for fiscal year
2020 was ratified with 37,546,581
shares voting for (95.38% of shares voting), 610,498 shares
voting against, 1,207,621 shares voting to abstain, and no broker
non-votes.
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
17, 2020
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Solitario Zinc
Corp.
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By:
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/s/ James R.
Maronick
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James R. Maronick,
Chief Financial Officer
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