Gold Resource Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 2, 2026, Gold Resource Corporation (the “Company”) held a special meeting of the Company’s shareholders (the “Special Meeting”). As of the close of business on May 26, 2026, the record date for the Special Meeting, a total of 163,392,909 shares of the Company’s common stock, with par value of $0.001 per share, were outstanding and entitled to vote. In total, holders of 101,287,882 shares of the Company’s common stock, or approximately 62% of those entitled to vote, were represented in person or by proxy at the Special Meeting.
The certified results of the matters voted upon at the Special Meeting, which are more fully described in the Company’s proxy statement for the Special Meeting filed with the Securities and Exchange Commission on May 29, 2026, are as follows:
Proposal 1 – The Merger Proposal
The Arrangement Agreement and Plan of Merger (as amended, the “Arrangement Agreement”), dated January 25, 2026, by and among the Company, Goldgroup Mining Inc., a corporation incorporated under the laws of the province of British Columbia (“Goldgroup”), and Goldgroup Merger Sub Inc., a Colorado corporation and wholly owned subsidiary of Goldgroup (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Goldgroup (the “Merger”), was approved by the following vote:
| For | Against | Abstain | ||
| 96,312,452 | 4,681,241 | 294,189 |
Proposal 2 – The Merger-Related Compensation Proposal
The advisory (non-binding) proposal regarding the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise related to the Merger was approved by the following vote:
| For | Against | Abstain | ||
| 95,103,652 | 5,359,362 | 824,868 |
Proposal 3 – The Adjournment Proposal
Because there were sufficient proxies to approve the proposal to adopt the Arrangement Agreement, no proposal to adjourn the Special Meeting was made.
| Item 7.01 | Regulation FD Disclosure. |
On July 2, 2026, the Company issued a press release announcing the approval of the Merger proposal. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in Item 7.01 of this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are furnished with this report:
| Exhibit No. | Description | |
| 99.1 | News Release dated July 2, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| GOLD RESOURCE CORPORATION | ||
| Date: July 2, 2026 | By: | /s/ Allen Palmiere |
| Name: | Allen Palmiere | |
| Title: | Chief Executive Officer and President | |