UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 2023
THUNDER MOUNTAIN GOLD, INC.
(Exact name of registrant as specified in its charter)
| Idaho | 001-08429 | 91-1031015 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
11770 W. President Drive, Ste. F
Boise, Idaho, United States 83713
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (208) 658-1037
11770 W. President Dr., Ste. F
Boise, Idaho, 83713 United States
(Former name or former address, if changed since last report)
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:
☐ 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: None
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. ☐
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K amends Item 5.07 of the Current Report on Form 8-K filed on December 6, 2023 (the "Original Form 8-K") solely to correct an error on the reporting of Proposal 3 reporting of the Shareholders approval of Independent Auditor. As previously furnished, the Current Report on Form 8-K reported the Independent Auditor as DeCoria, Maichel & Teague P.S., which has been corrected to Assure, CPA LLC. No other changes No other changes have been made to the Original Form 8-K.
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders
On December 6, 2023, the Company's shareholders approved three proposals at their Annual Meeting.
Of the 60,145,579 shares of the Company's Common Stock outstanding, as of the record date of October 16, 2023, 33,450,567 shares were represented at the Annual Meeting. The Company's shareholders voted on three proposals listed below, that were described in detail in the Company's definitive proxy statement for the Annual Meeting. Computershare Investor Services, of Denver, Colorado, served as Inspector of Voting.
Proposal 1: The shareholders elected each of the seven director nominees set forth below, to serve a one-year term, expiring at the next Annual Meeting of Shareholders. The voting results were as follows:
| Name of Candidate | For | Abstain/Against | Voted % For Present Proxies | |||
| Eric T. Jones | 29,050,089 | 1,275,911 | 95.79% | |||
| E. James Collord | 28,894,839 | 1,431,161 | 95.29% | |||
| Paul Beckman | 28,888,839 | 1,437,161 | 95.26% | |||
| Ralph Noyes | 29,039,089 | 1,286,911 | 95.76% | |||
| Douglas J. Glaspey | 29,039,589 | 1,286,411 | 95.76% | |||
| James A. Sabala | 29,037,339 | 1,288,651 | 95.75% | |||
| Larry D. Kornze | 28,902,839 | 1,423,161 | 95.31% |
Proposal 2: The shareholders also ratified and reapproved the Stock Option Plan, as summarized below:
| Shares Voted | ||||||
| For | Against | Abstentions | Voted % Present | |||
| 28,743,357 | 1,538,670 | 43,973 | 94.78% | |||
Proposal 3: The shareholders ratified and reapproved the appointment of Assure, CPA LLC as independent auditors, indicated below:
| Shares Voted | ||||||
| For | Against | Abstentions | Voted % Present | |||
| 33,392,229 | 18,150 | 40,188 | 99.83 | |||
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: December 18, 2023
