UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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TABLE OF CONTENTS
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 26, 2022, John Galassini (age 58) accepted an offer of employment to become the Chief Operating Officer of Golden Minerals Company (the “Company”). His official start date with the Company is May 9, 2022.
Mr. Galassini most recently served as Executive Vice President and Chief Operating Officer for Sabre Gold Mines Corporation from March 2021 to April 2022. Prior to that, he provided independent advisory services to numerous mining companies from March 2017 to March 2021. Before that, he was the Senior Vice President – Mining at Nyrstar from December 2014 through March 2017 and prior to that, he was the Chief Operating Officer for Sunshine Silver Mines from 2011 through 2013. He began his career with Phelps Dodge, serving as General Manager at the Morenci copper mine in Arizona, President of Minera Candelaria in Chile, and ultimately rising to the role of Senior Vice President of North America Operations where he was responsible for seven large mining operations and two smelters. He later served as Regional Vice President, North America, for Kinross Gold from 2009 to 2011, where he was responsible for the company’s exploration and mining operations in North America. He received a Bachelor of Science degree in chemical engineering from New Mexico State University and is a member of the Society for Mining, Metallurgy and Exploration.
The terms of Mr. Galassini’s employment are as follows:
| (i) | Mr. Galassini will receive a base annual salary of $275,000 with a target annual bonus of 50% of his base salary, which bonus may be paid in cash, Key Employee Long Term Incentive Program (“KELTIP”) units, or a combination thereof, at the discretion of the Board. |
| (ii) | Mr. Galassini will be granted 500,000 KELTIP units, with one-half vesting upon each of the two succeeding anniversaries of his start date, May 9, 2022. |
| (iii) | Subject to approval by the Board of Directors of the Company, Mr. Galassini will be eligible to participate in the Company’s long term incentive bonus program, with target KELTIP unit grants of 50% of his base salary. |
| (iv) | Mr. Galassini 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, Mr. Galassini will be entitled to receive two years’ salary plus his target bonus. |
| (v) | If terminated by the Company other than for cause, Mr. Galassini will be entitled to severance equal to one year’s salary plus his prorated target bonus for the time worked during the year of his termination. |
There are no arrangements or understandings between Mr. Galassini and any other persons pursuant to which Mr. Galassini is to be appointed as COO. Mr. Galassini does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Mr. Galassini has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On May 2, 2022, 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 May 2, 2022, announcing new COO. | ||
| 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.
Date: May 2, 2022
| Golden Minerals Company | |||
| By: | /s/ Julie Z. Weedman | ||
| Name: | Julie Z. Weedman | ||
| Title: | Senior Vice President and Chief Financial Officer | ||