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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): August 7, 2024
GOLD RESOURCE CORPORATION
(Exact name of registrant as specified in its charter)
Colorado |
001-34857 |
84-1473173 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
7900 E. Union Ave, Suite 320 |
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Denver, Colorado |
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80237 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number including area code: (303) 320-7708
(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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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 |
Common Stock |
GORO |
NYSE American |
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. ◻ On August 6, 2024, the Board of Directors of Gold Resource Corporation (the “Company”) repealed and replaced Section 6(a) of Article I of its Amended and Restated Bylaws (the “Bylaws”), which establishes the quorum requirement pursuant to which business at meetings of shareholders may be conducted.
1.01
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Unless otherwise set forth in the Company’s Articles of Incorporation, the presence in person or by proxy of one-third of the voting power of the outstanding shares of the Company shall constitute a quorum at a meeting of shareholders. The Board of Directors, or the presiding officer of the meeting so long as not inconsistent with the directions of the Board of Directors, shall have the power to establish the rules of conduct of such meetings. A copy of Section 6 of Article I as amended is attached to this report as Exhibit 3.1.
Item 9.01Financial Statements and Exhibits
(d) Exhibits. The following exhibits are furnished with this report:
Exhibit |
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Description of Exhibit |
3.1 |
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104 |
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Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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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.
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GOLD RESOURCE CORPORATION |
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Date: August 7, 2024 |
By: |
/s/ Allen Palmiere |
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Name: |
Allen Palmiere |
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Title: |
Chief Executive Officer and President |
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Exhibit 3.1
Article I
SHAREHOLDERS
[…]
6. QUORUM AND CONDUCT OF MEETINGS.
(a) Except as otherwise provided by statute or by the Articles of Incorporation, the presence in person or by proxy of one-third of the voting power of the outstanding shares of the Corporation entitled to vote shall constitute a quorum at a meeting of shareholders. If less than a one-third of voting power of the outstanding shares are represented at a meeting, either the presiding officer of the meeting or a majority of the voting power of the shares so represented may adjourn the meeting from time to time until the requisite amount of shares for a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called. A quorum, once established, shall not be broken by the withdrawal of enough outstanding shares of the Corporation entitled to vote that leaves less than a quorum.
[…]
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