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): April 23, 2018

Pershing Gold Corporation

(exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (720) 974-7248

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:

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 23, 2018, Jeffrey Clevenger was appointed to the Board of Directors (the “Board”) of Pershing Gold Corporation (the “Company”). Mr. Clevenger has been appointed to serve on the Company’s Audit Committee, Compensation Committee and the Corporate Governance and Nominating Committee.

Mr. Clevenger does not have a family relationship with any member of the Board nor any executive officer of the Company, and has not been a participant or had any interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K. There is no arrangement or understanding between any of the Company’s directors, officers and Mr. Clevenger pursuant to which he was selected to serve as a director of the Company.

In connection with his appointment to the Board, the Board will grant Mr. Clevenger restricted stock units equal in value to $25,000 pursuant to the Company’s 2013 Equity Incentive Plan (each unit consisting of the right to receive one share of the Company’s common stock). The units will vest in substantially equal installments on the first three anniversaries of the date of Mr. Clevenger’s appointment to the Board, subject to acceleration upon termination of service on the Board or upon a change of control. The restricted stock units will be settled by the issuance of common stock upon termination of service on the Board or upon a change of control.

Mr. Clevenger will receive compensation as a non-employee director in accordance with the Company's director compensation policies. The compensation for all non-employee directors includes a $25,000 annual cash retainer and a $1,000 cash fee for attendance at each Board and committee meeting. Directors may elect to receive restricted stock units in lieu of cash. Non-employee directors are also eligible to receive annual grants of restricted stock units in such amounts and with such vesting provisions as are determined annually by the Compensation Committee and the Board of Directors. For each vested restricted stock unit, the non-employee director is entitled to receive one unrestricted share of common stock upon termination of the director’s service on our Board. Directors eligible to receive other equity awards, including stock options, under our equity incentive plans, as determined from time to time by the Board of Directors.

As previously reported, on March 8, 2018, the Company received notice from Nasdaq confirming that, as a result of the resignation of Alex Morrison, one of the Company’s independent directors, on February 23, 2018, the Company was not in compliance with Nasdaq's audit committee requirements as set forth in Nasdaq's Listing Rule 5605. As a result of Mr. Clevenger’s appointment to the Audit Committee, there are now three independent directors serving on the Audit Committee, and therefore the Company has regained compliance with Nasdaq's audit committee requirements as set forth in Nasdaq's Listing Rule 5605(c)(2) within the cure period provided by Nasdaq.

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.

Date: April 26, 2018