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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): June 20, 2023.
SOLITARIO ZINC CORP. |
(Exact name of registrant as specified in its charter) |
Colorado |
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001-32978 |
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84-1285791 |
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
4251 Kipling Street, Suite 390
Wheat Ridge, CO 80033
(Address of principal executive offices)
Registrant’s telephone number, including area code: (303) 534-1030
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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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)) |
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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:
Title of Each Class |
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Trading Symbol |
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Name of each exchange on which registered |
Common Stock, $0.01 par value |
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XPL |
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NYSE American |
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 ☐
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 20, 2023, the shareholders of Solitario Zinc Corp. (“Solitario”) approved the adoption of the 2023 Solitario Stock and Incentive Plan (the “Plan”). The terms of the Plan are described in Solitario’s Proxy Statement on Schedule 14A (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission on April 28, 2023, and is attached thereto as Appendix B. The full text of the Plan is also filed herewith as Exhibit 10.1 and is incorporated herein by reference.
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
On June 20, 2023, Solitario held its Annual Meeting of Shareholders at which holders of 35,017,204 shares of common stock, or approximately 54.04% of the total outstanding shares eligible to vote as of the record date, were present in person or by proxy. The five matters identified below were submitted to a vote of the shareholders. Each proposal is more fully described in the Proxy Statement.
1. |
Election of Directors. Seven 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: |
Number of Shares | ||||||||||||||
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Name |
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For |
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Withheld |
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Broker Non-Votes |
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Brian Labadie |
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24,822,040 (96.41% of shares voting) |
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924,093 |
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9,271,071 |
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John Labate |
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24,560,824 (95.40% of shares voting) |
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1,185,309 |
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9,271,071 |
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James Hesketh |
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23,214,159 (90.17% of shares voting) |
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2,531,974 |
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9,271,071 |
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Christopher E. Herald |
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24,972,112 (97.00% of shares voting) |
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773,021 |
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9,271,071 |
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Gil Atzmon |
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24,566,128 (95.42% of shares voting) |
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1,180,005 |
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9,271,071 |
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Joshua D. Crumb |
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24,481,067 (95.09% of shares voting) |
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1,265,066 |
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9,271,071 |
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Debbie Mino-Austin |
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25,559,729 (99.28% of shares voting) |
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186,404 |
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9,271,071 |
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2. |
Name change to Solitario Resources Corp.: The shareholders approved an amendment to Solitario’s Articles of Incorporation to change the company’s name to “Solitario Resources Corp.”, with 34,835,576 shares voting for (99.48% of shares voting), 90,333 shares voting against, 91,294 shares abstaining, and 1 broker non-vote. Solitario expects to effect the name change in the third quarter of 2023. |
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3. |
The 2023 Solitario Stock and Incentive Plan: The shareholders approved the adoption of the 2023 Solitario Stock and Incentive Plan, with 24,593,392 shares voting for (95.52% of shares voting), 897,420 shares voting against, 255,271 shares abstaining, and 9,271,022 broker non-votes. |
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4. |
Advisory Vote on Executive Compensation: The shareholders approved the following resolution concerning the compensation of Solitario’s named executive officers, with 24,484,981 shares voting for (95.10% of shares voting), 1,045,514 shares voting against, 215, 637 shares abstaining, and 9,271,072 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, 2023, 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 2023 annual meeting.”
5. |
Appointment of Auditors. The appointment of Plante Moran PLLC as Solitario’s auditors for fiscal year 2023 was ratified, with 34,441,784 shares voting for (98.36% of shares voting), 153,930 shares voting against, 421,490 shares voting to abstain, and no broker non-votes. |
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ITEM 7.01 Regulation FD Disclosure
On June 21, 2023, Solitario issued a press release announcing the results of the annual meeting of shareholders held on June 20, 2023. A copy of that press release is attached to this report as Exhibit 99.1.
The information furnished under this Item 7.01, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number |
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Description of Exhibit |
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104 |
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Cover Page Interactive Data File (formatted as inline XBRL document) |
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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 21, 2023
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Solitario Zinc Corp. |
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By: |
/s/ James R. Maronick |
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James R. Maronick, Chief Financial Officer |
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EXHIBIT 99.1
SOLITARIO VOTERS APPROVE NAME CHANGE TO SOLITARIO RESOURCES CORP AT ANNUAL MEETING HELD JUNE 20, 2023
DENVER, CO – June 20, 2023 - Solitario Zinc Corp. (“Solitario”) (NYSE American: XPL; TSX: SLR) announces results of its Annual General Meeting of Shareholders at which holders of 35,017,204 shares of common stock or 55.04% of the total outstanding shares eligible to vote as of the record date were present in person or by proxy. The five 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, 2023.
Chris Herald, President and CEO of Solitario, commented “We are pleased with the results of this year’s Annual Meeting and thank our shareholders for their ongoing support as we strive to create value by moving our projects forward. We are pleased that our shareholders have approved the name change to Solitario Resources Corp., which more accurately reflects the scope of our exploration activities including the exploration success we have reported at our Golden Crest project in South Dakota as well as on-going activities at our Lik zinc project in Alaska operated by Teck and at our Florida Canyon zinc project in Peru, operated by Nexa. We look forward to reporting results on these activities in the coming months."
Report of Voting Results
1. Election of Directors. Seven 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 (and percentage of shares voting, excluding broker non-votes) below:
| Shares voted |
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| Name |
| For (%) |
| Withheld |
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| Broker Non-Votes |
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| Brian Labadie |
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| 24,822,040 (96.41) |
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| 924,093 |
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| 9,271,071 |
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| John Labate |
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| 24,560,824 (95.40) |
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| 1,185,309 |
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| 9,271,071 |
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| James Hesketh |
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| 23,214,159 (90.17) |
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| 2,531,974 |
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| 9,271,071 |
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| Christopher E. Herald |
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| 24,973,112 (97.00) |
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| 773,021 |
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| 9,271,071 |
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| Gil Atzmon |
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| 24,566,128 (95.42) |
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| 1,180,005 |
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| 9,271,071 |
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| Joshua D. Crumb |
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| 24,481,067 (95.09) |
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| 1,265,066 |
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| 9,271,071 |
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| Debbie Austin |
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| 25,559,729 (99.28) |
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| 186,404 |
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| 9,271,071 |
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1. Name change to Solitario Resources Corp.: The shareholders approved the name change to Solitario Resources Corp. with 34,835,576 shares voting for (99.48% of shares voting), 90,333 shares voting against, 91,294 shares abstaining, and 1 broker non-vote.
2. The 2023 Solitario Stock and Incentive Plan: The shareholders approved the 2023 Solitario Stock and Incentive Plan with 24,593,392 shares voting for (95.52% of shares voting), 897,470 shares voting against, 255,271 shares abstaining, and 9,271,022 broker non-votes.
3. Advisory Vote on Executive Compensation: The shareholders approved the following resolution concerning the compensation of Solitario’s named executive officers with 24,484,981 shares voting for (95.10% of shares voting), 1,045,514 shares voting against, 215, 637 shares abstaining, and 9,271,072 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, 2023, 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 2023 annual meeting.”
4. Appointment of Auditors. The appointment of Plante Moran PLLC as Solitario’s auditors for fiscal year 2023 was ratified with 34,441,784 shares voting for (98.36% of shares voting), 153,930 shares voting against, 421,490 shares voting to abstain, and no broker non-votes.
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About Solitario
Solitario is a natural resource exploration and development company focused on high-quality Tier-1 gold and zinc projects. The Company is traded on the NYSE American (“XPL”) and on the Toronto Stock Exchange (“SLR”). In addition to its Golden Crest project, Solitario holds 50% joint venture interest (Teck Resources 50%) in the high-grade, Lik zinc deposit in Alaska and a 39% joint venture interest (Nexa Resources holds the remaining 61% interest) on the high-grade Florida Canyon zinc project in Peru. Solitario is carried to production through its joint venture arrangement with Nexa. Solitario’s Management and Directors hold approximately 9.2% (excluding options) of the Company’s 64.8 million shares outstanding. Solitario’s cash balance and marketable securities stand at approximately US$4.1 million. Additional information about Solitario is available online at www.solitariozinc.com.
Solitario has a long history of committed Environmental, Social and Responsible Governance (“ESG”) of its business. We realize ESG issues are also important to investors, employees and all stakeholders, including communities in which we work. We are pledged to operate our business in a manner that supports environmental and social initiatives and responsible corporate governance.
FOR MORE INFORMATION CONTACT:
| Christopher E. Herald President & CEO (303) 534-1030, Ext. 14 |
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