Solitario Zinc Corp.

06/10/2021 | Press release | Distributed by Public on 06/10/2021 14:34

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) (Form 8-K)

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
Name of each exchange on which registered
Common Stock, $0.01 par value
XPL
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. ☐


Submission of Matters to a Vote of Security Holders.
On June 10, 2021, Solitario Zinc Corp. ('Solitario') held its Annual Meeting of Shareholders at which holders of 28,025,417 shares of common stock or 48% 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, 2021.
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:
Name
For
Against
Withheld
Broker Non-Votes
Brian Labadie
15,633,598
801,395
230,060
11,360,364
John Labate
15,759,540
717,578
187,935
11,360,364
James Hesketh
14,731,336
824,704
1,109,013
11,360,364
Christopher E. Herald
15,420,769
148,397
1,095,887
11,360,364
Gil Atzmon
14,738,201
819,712
1,107,139
11,360,364
Joshua D. Crumb
14,655,364
814,657
1,195,032
11,360,364
2.
Advisory Vote on Executive Compensation. The shareholders approved the compensation of Solitario's named executive officers with 16,406,401 shares voting for (98.45% of shares voting), 258,651 shares voting against, and 11,360,364 broker non-votes.
'RESOLVEDTHAT: Solitario shareholders approve the compensation of Solitario's named executive officers, as disclosed in the Company's proxy statement, dated April 28, 2021, 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 2021 annual meeting.'
3.
Appointment of Auditors. The appointment of Plante Moran PLLC as Solitario's auditors for fiscal year 2021 was ratified with 27,893,479 shares voting for (99.53% of shares voting), 48,756 shares voting against, 83,181 shares voting to abstain, and no broker non-votes.