Thunder Mountain Gold, Inc.



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):  April 30, 2013


THUNDER MOUNTAIN GOLD

(Exact Name of Registrant as Specified in its Charter)


Idaho

001-08429

91-1031075

(State or other jurisdiction of incorporation)

(Commission File  Number)

(IRS Employer Identification No.)


5248 W. Chinden, Boise, Idaho

 

83714

(Address of principal executive offices)

 

(Zip Code)


Registrant's telephone number, including area code: 208-658-1037


(Former Name or Former Address if Changed Since Last Report)


Check the appropriate box below if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



[  ]

Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

[  ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

[  ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





SEC 873 (3-05)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number









Section 5 – Corporate Governance and Management


Item 5.07

Submission of Matters to a Vote of Security Holders


On April 30, 2013, the Company’s shareholders approved six proposals at the Annual Meeting. Of the 30,156,049 shares of the Company’s Common Stock outstanding, as of the record date of March 8, 2013, 21,932,291 shares were represented at the Annual Meeting (the “Annual Meeting”). The Company's stockholders voted on the six proposals listed below, which proposals are described in detail in the Company's definitive proxy statement for the Annual Meeting.


At the 2013 Annual Meeting of Shareholders, the shareholders of the Company: (1) elected each of the eight director nominees set forth below to serve one-year terms, expiring at the 2014 Annual Meeting of Shareholders; (2) ratified and approved the Stock Option Plan; (3) ratified and approved the appointment of DeCoria, Maichel & Teague as independent auditors; (4) approved, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers; (5) approved, on a non-binding advisory basis, the frequency of holding future advisory votes on executive compensation, e.g. 1, 2, or 3 year cycles; and, (6) ratified and approved the Owyhee Gold Trust LLC .

The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each proposal, as applicable, is set forth below. The Company’s Transfer Agent reported the final vote of the shareholders as follows:

Proposal 1: Annual Election of Directors

The voting results for the annual election of directors are as follows:

Name of Candidate

 

 

 

 

For

Abstain

 

 

 

Broker
Non-Votes

 

E. James Collord

 

15,835,035

 

15,800

 

 

 

 

6,059,556

 

 

Eric T. Jones

 

15,835,035

 

15,800

 

 

 

 

6,059,556

 

 

Pete Parsley

 

15,722,435

 

69,800

 

 

 

 

6,059,556

 

 

R. Llee Chapman

 

18,827,535

 

19,800

 

 

 

 

6,059,556

 

 

Edward D. Fields

 

14,531,595

 

1,309,940

 

 

 

 

6,059,556

 

 

Larry D. Kornze

 

18,823,835

 

15,800

 

 

 

 

6,059,556

 

 

Douglas J. Glaspey

 

15,825,535

 

20,800

 

 

 

 

6,059,556

 

 

Gary D. Babbit

 

14,531,395

 

1,309,940

 

 

 

 

6,059,556

 

 


Proposal 2: Ratification and reapproval of the Stock Option Plan

The Company’s shareholders ratified and reapproved the Stock Option Plan. The following sets forth the results of the voting with respect to this proposal:

Shares Voted

 

For

 

 

Against

 

 

Abstentions

 

 

Broker Non-Votes

 

15,602,859

 

 

 

230,661

 

 

 

39,215

 

 

 

6,059,556

 

 







Proposal 3: Ratification of DeCoria, Maichel & Teague as independent auditors

The Company’s shareholders ratified the appointment of DeCoria, Maichel & Teague as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2012 and December 31, 2013. The following sets forth the results of the voting with respect to this proposal:


Shares Voted

 

 

 

 

 

 

 

 

 

 

 

For

 

 

Against

 

 

Abstentions

 

Broker Non-Votes

 

 

 

 

21,444,411

 

 

 

211,178

 

 

276,702

 

-0-

 

Proposal 4: Advisory Vote on Executive Compensation

The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The following sets forth the results of the voting with respect to this proposal:


Shares Voted

 

For

 

 

Against

 

 

Abstentions

 

 

Broker
Non-Votes

 

 

15,664,084

 

 

 

135,611

 

 

 

73,040

 

 

 

6,059,556

 

Proposal 5: Advisory Vote on Frequency of Advisory Votes on Executive Compensation

The Company’s shareholders approved, on an advisory basis, the frequency of holding future advisory votes on executive compensation of the Company’s named executive officers. The following sets forth the results of the voting with respect to this proposal:


Shares Voted

 

Advised Yearly Cycle

 

For

Against

 

 

Abstentions

 

 

Broker
Non-Votes

 

 

1 year

 

4,340,565

 

 

 

 

6,446,066

 

 

 

6,287,731

 

 

2 year

 

1,961,408

 

 

 

 

6,446,066

 

 

 

6,287,731

 

 

3 year

 

2,894,281

 

 

 

 

6,446,066

 

 

 

6,287,731

 


Proposal 6: Ratification and approval of the Approval of the Owyhee Gold Trust LLC

The Company’s shareholders ratified and approval of Owyhee Gold Trust LLC. The following sets forth the results of the voting with respect to this proposal:


Shares Voted

 

For

 

 

Against

 

 

Abstentions

 

 

Broker Non-Votes

 

 

15,777,645

 

 

 

20,375

 

 

 

74,315

 

 

 

6,059,556

 

No other items were presented for shareholder approval at the Annual Meeting.







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.




 THUNDER MOUNTAIN GOLD, INC.

                       (Registrant)


  By: /s/ ERIC T. JONES

  -------------------------------------------------

Eric T. Jones

President and Chief Executive Officer



Date:  June 3, 2013