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): May 23, 2024

 

HYCROFT MINING HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware		001-38387		82-2657796
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

P.O. Box 3030 Winnemucca, Nevada		89446
(Address of Principal Executive Offices)		(Zip Code)

 

(775) 304-0260

Registrant’s telephone number, including area code

 

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 Instruction 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		HYMC		The Nasdaq Capital Market
Warrants to purchase Common Stock		HYMCW		The Nasdaq Capital Market
Warrants to purchase Common Stock		HYMCL		The Nasdaq Capital Market

 

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.

 

On May 23, 2024, Hycroft Mining Holding Corporation (the “Company”) held its 2024 virtual annual meeting of stockholders (the “Annual Meeting”), to vote on the following matters:

 

1. Election of Directors

 

Each of the following seven nominees was elected to serve on the Company’s Board of Directors, in accordance with the voting results listed below, to serve until the Company’s 2025 annual meeting of stockholders or until their successor is elected and qualified.

 

Nominee		For		Against		Abstain		Broker Non-Votes
Diane R. Garrett		6,974,370		208,604		63,873		5,322,042
Sean D. Goodman		6,896,080		242,476		108,291		5,322,042
Michael J. Harrison		6,912,714		222,169		111,964		5,322,042
Stephen A. Lang		6,919,703		215,155		111,989		5,322,042
David C. Naccarati		6,932,727		220,875		93,245		5,322,042
Thomas Weng		6,894,153		230,653		122,041		5,322,042
Marni Wieshofer		6,926,315		218,156		102,376		5,322,042

 

2. Ratification of Auditors

 

Stockholders voted to ratify the Audit Committee’s appointment of Moss Adams LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2024, in accordance with the voting results listed below.

 

For		Against		Abstain		Broker Non-Votes
12,029,039		383,673		156,177		-

 

3. Non-binding Advisory Vote On Named Executive Compensation (Say-on-Pay)

 

Stockholders voted to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, in accordance with the voting results listed below.

 

For		Against		Abstain		Broker Non-Votes
6,524,716		558,503		163,628		5,322,042

 

4. Non-binding Advisory Vote on Frequency of Future Non-Binding Advisory Votes to Approve the Compensation of Named Executive Officers

 

Stockholders voted to approve, on a non-binding advisory basis, that future non-binding advisory votes on the compensation of the Company’s named executive officers be held every three years, in accordance with the voting results listed below.

 

Three Years		Two Years		One Year		Abstain		Broker Non-Votes
6,035,007		110,141		919,392		182,307		5,322,042

 

5. Approval of the Amendment and Restatement of the HYMC 2020 Performance and Incentive Pay Plan

 

Stockholders voted to approve the amendment and restatement of the HYMC 2020 Performance and Incentive Pay Plan to increase the number of authorized shares of the Company’s Class A common stock, par value $0.0001 per share, available for issuance by 900,000 shares, in accordance with the voting results listed below.

 

For		Against		Abstain		Broker Non-Votes
6,321,307		838,367		87,173		5,322,042

 

 

SIGNATURES

 

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.

 

Dated: May 29, 2024	Hycroft Mining Holding Corporation
	By:	/s/ Rebecca A. Jennings
		Rebecca A. Jennings Senior Vice President and General Counsel