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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): May 24, 2023

 

HYCROFT MINING HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   001-38387   82-2657796

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

4300 Water Canyon Road, Unit 1

Winnemucca, Nevada

  89445
(Address of Principal Executive Offices)   (Zip Code)

 

  (775) 304-0260  
  Registrant’s telephone number, including area code  

 

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 (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
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 registered
Class A common stock, par value $0.0001 per share   HYMC   The Nasdaq Capital Market
Warrants to purchase Common Stock   HYMCW   The Nasdaq Capital Market
Warrants to purchase Common Stock   HYMCL   The Nasdaq Capital Market

 

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 5.07. Submission of Matters to a Vote of Security Holders.

 

On May 24, 2023, Hycroft Mining Holding Corporation (the “Company”) held its 2023 virtual annual meeting of stockholders (the “Annual Meeting”), to vote on the following matters:

 

1. Election of Directors

 

Each of the following seven nominees was elected to serve on the Company’s Board of Directors, in accordance with the voting results listed below, to serve until the Company’s 2024 annual meeting of stockholders or until their successor is elected and qualified.

 

Nominee   For   Against   Abstain   Broker Non-Votes
Diane R. Garrett   83,301,182   3,339,165   1,447,589   39,126,510
Sean Goodman   80,090,411   6,107,567   1,889,958   39,126,510
Michael Harrison   82,499,309   3,061,100   2,527,527   39,126,510
Stephen Lang   77,469,225   2,090,704   2,528,007   39,126,510
David C. Naccarati   82,377,758   3,119,834   2,590,344   39,126,510
Thomas Weng   78,255,792   7,299,191   2,532,953   39,126,510
Marni Wieshofer   80,628,478   4,883,965   2,575,493   39,126,510

 

2. Reverse Stock Split

 

Stockholders voted to approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effectuate a reverse stock split of the outstanding shares of the Company’s Class A common stock, par value $0.0001 per share, at a ratio of no less than 1-for-10 and no more than 1-for-25, with such ratio to be determined at the sole discretion of the Company’s Board of Directors, in accordance with the voting results listed below.

 

For   Against   Abstain   Broker Non-Votes
110,560,027   16,094,520   559,899   -

 

3. Ratification of Auditors

 

Stockholders voted to ratify the Audit Committee’s appointment of Moss Adams LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023, in accordance with the voting results listed below.

 

For   Against   Abstain   Broker Non-Votes
120,727,898   2,854,530   3,632,018   -

 

 

 

 

SIGNATURES

 

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.

 

Dated: May 26, 2023 Hycroft Mining Holding Corporation
     
  By: /s/ Stanton Rideout
   

Stanton Rideout

Executive Vice President and Chief Financial Officer

 

 

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