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 10,
2021.
SOLITARIO ZINC CORP.
(Exact
name of registrant as specified in its charter)
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Colorado
(State
or other jurisdiction ofincorporation or organization)
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001-32978
(CommissionFile
Number)
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84-1285791
(I.R.S.
EmployerIdentification No.)
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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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☐
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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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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☐
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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:
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Title of Each Class
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Trading Symbol
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Name of each exchange on which registered
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Common
Stock, $0.01 par value
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XPL
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NYSE
American
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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 ☐
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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. ☐
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ITEM
5.07 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:
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Name
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For
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Against
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Withheld
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Broker Non-Votes
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Brian
Labadie
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15,633,598
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801,395
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230,060
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11,360,364
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John
Labate
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15,759,540
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717,578
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187,935
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11,360,364
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James
Hesketh
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14,731,336
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824,704
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1,109,013
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11,360,364
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Christopher E.
Herald
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15,420,769
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148,397
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1,095,887
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11,360,364
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Gil
Atzmon
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14,738,201
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819,712
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1,107,139
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11,360,364
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Joshua D.
Crumb
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14,655,364
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814,657
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1,195,032
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11,360,364
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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.
“RESOLVED THAT: 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.
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.
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Solitario Zinc
Corp.
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June 10,
2021
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By:
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/s/ James R.
Maronick
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James R.
Maronick
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Chief Financial
Officer
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