UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Executive Vice President
Effective on July 1, 2023 (the “Appointment Date”), Mr. Pablo Castaños (age 51) shall serve as Executive Vice President of Golden Minerals Company (the “Company”). Since 2017, Mr. Castaños has served as Managing Partner of Integra QRO Hold and Magnolia OneZero Investments, LLC, real estate development and construction companies located in Querétaro, Mexico and Austin, Texas, respectively. Mr. Castaños has more than twenty years of global and strategic expertise, including twelve years in the mining industry, in positions focusing on strategic planning, finance, compliance, sustainability, government affairs and risk management. He holds a Master of Business Administration in Finance from a joint graduate program conducted by Massachusetts Institute of Technology (MIT) and Gabriela Mistral University in Santiago, Chile.
There are no transactions in which Mr. Castaños has an interest requiring disclosure under Item 404(a) of Regulation S-K, and he has no reportable family relationships under Item 401(d) of Regulation S-K or any arrangement or understanding with any person with respect to his appointment as an officer.
Executive Vice President Compensation
As Executive Vice President of the Company, Mr. Castaños will receive an annual base salary of $300,000, with a target annual bonus of 50% of his annual base salary, which bonus may be paid in cash, restricted share units (“RSUs”), or a combination thereof, at the discretion of the board of directors of the Company. Mr. Castaños will also be granted 40,000 RSUs, with one-half vesting upon each of the two succeeding anniversaries of the Appointment Date. Mr. Castaños will enter into a change of control agreement with the Company, which will provide that, upon termination in connection with a “change of control” of the Company (as defined in therein), Mr. Castaños will be eligible to receive two years’ salary plus his target bonus.
| Item 7.01 | Regulation FD Disclosure. |
On June 16, 2023, the Company issued a press release announcing the appointment described in Item 5.02 of this Form 8-K. The full text of the press release is furnished herewith as Exhibit 99.1 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 (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 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.
| Exhibit No. | Description | |
| 99.1 | Press release of Golden Minerals Company, dated June 16, 2023, announcing the appointment of an Executive Vice President. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
Date: June 16, 2023
| Golden Minerals Company | ||
| By: | /s/ Julie Z. Weedman | |
| Name: Julie Z. Weedman | ||
| Title: Senior Vice President and Chief Financial Officer | ||