SOLITARIO EXPLORATION Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SOLITARIO EXPLORATION Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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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.

On June 29, 2017, the shareholders of Solitario Exploration
Royalty Corp. (Solitario or the Company) approved the
adoption of an amendment to the 2013 Solitario Exploration
Royalty Corp. Omnibus Stock and Incentive Plan (the (2013
Plan).The amendment served to make a technical clarification
to the 2013 Plan regarding the application of Internal
Revenue Code 162(m) and also to increase the number of shares
of common stock reserved under the 2013 Plan from 1,750,000
shares to 5,750,000 shares.That part of the amendment that
serves to make the technical clarification regarding the
application of Internal Revenue Code 162(m) became effective
upon its approval by the shareholders; that portion of the
amendment that will serve to increase the number of shares
reserved for issuance under the 2013 Plan will become
effective upon completion of the Plan of Arrangement whereby
Solitario will acquire Zazu Metals Corporation (Zazu).
ITEM 5.07 Submission of Matters to a Vote of Security
Holders.

On June 29, 2017, Solitario held its Annual Meeting of
Shareholders at which holders of 32,260,325 shares or 83.4%
of the total outstanding shares eligible to vote as of the
record date were present in person or by proxy. The seven
matters identified below were submitted to a vote of the
shareholders. Each proposal is more fully described in
Solitarios definitive proxy statement (the Proxy Statement)
filed with the Securities and Exchange Commission on May
24, 2017.

1. Election of Directors. Six directors
were elected to serve until the next Annual Meeting of
Shareholders or until their successors are elected and
qualified, with each director receiving the votes below:

Number of Shares
Name For Against Withheld Broker Non-Votes
Brian Labadie 20,227,754 299,657 53,600 11,679,314
John Labate 20,261,553 265,858 53,600 11,679,314
James Hesketh 18,616,386 248,782 1,715,843 11,679.314
Christopher E. Herald 20,501,099 25,312 54,600 11,679.314
Gil Atzmon * 18,380,006 485,162 1,715,843 11,679,314
Joshua D. Crumb * 18,415,963 492,451 1,672,597 11,679,314
* The election of Mr. Atzmon and Mr. Crumb is subject to, and
contingent upon, the completion of the Plan of Arrangement,
whereby Solitario will acquire Zazu as further described in
the Proxy Statement.

2. Approval of the Issuance of
Solitario Arrangement Shares.
Subject to the
completion of the Plan of Arrangement, the proposal seeking
the approval of the issuance of 19,788,183 shares of
Solitario common stock to be issued to effect the Plan of
Arrangement was approved, with 20,223,777 shares voting for
(98.27% of shares voting), 313,033 shares voting against,
44,201 shares abstaining, and 11,679,314 broker non-votes.

3. Amendment of the 2013 Solitario Exploration
Royalty Corp. Omnibus Stock Incentive Plan.
The
First Amendment to the 2013 Plan was approved, with
19,412,538 shares voting for (94.32% of shares voting),
989,295 shares voting against, 179,178 shares abstaining,
and 11,679,314 broker non-votes. As described under Item
5.02 above, a portion of this amendment will not be
effective until the Plan of Arrangement is completed.

4. Approval of Grant of Replacement
Options.
Subject to completion of the Plan of
Arrangement, the grant of replacement options for 1,782,428
shares to holders of Zazu options to the Arrangement
Agreement was approved, with 19,592,822 shares voting for
(95.20% of shares voting), 885,372 voting against, 102,817
shares abstaining, and 11,679,314 broker non-votes.

5. Name Change to Solitario Zinc Corp.
Subject to completion of the Plan of Arrangement, the
approval of an amendment to Solitarios Articles of
Incorporation to change the name of the corporation to
Solitario Zinc Corp. was approved, with 29,784,552 shares
voting for (98.06% of shares voting), 578,520 voting
against, 13,331 shares abstaining, and 1,883,992 broker
non-votes.

6. Advisory Vote on Executive
Compensation.
The shareholders approved the
following resolution with 19,739,858 shares voting for
(95.91% of shares voting), 841,153 shares voting against,
and 11,679,314 broker non-votes:

RESOLVED THAT: Solitario shareholders
approve the compensation of Solitarios named executive
officers, as disclosed in the Companys proxy statement,
dated May 23, 2017, to the compensation disclosure rules of
the Securities and Exchange Commission set forth in Item
402 of Regulation S-K, including, but not limited to, the
Compensation Discussion and Analysis, the compensation
tables, and any related material disclosed in the proxy
statement for the 2017 annual general meeting.

7. Appointment of Auditors. The
appointment of EKSH LLLC as Solitarios auditors for fiscal
year 2017 was ratified with 32,049,545 shares voting for
(99.35% of shares voting), 35,296 shares voting against,
175,484 shares abstaining, and no broker non-votes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished with this
report:

10.1 First Amendment to the 2013 Solitario Exploration Royalty
Corp. Omnibus Stock and Incentive Plan.



SOLITARIO EXPLORATION & ROYALTY CORP. Exhibit
EX-10.1 2 exh101.htm FIRST AMENDMENT TO THE 2013 Solitario Exploration & Royalty Corp. Omnibus Stock and Incentive Plan   This First Amendment (the “First Amendment”) to the 2013 Solitario Exploration & Royalty Corp. Omnibus Stock and Incentive Plan (the “Plan”) is made effective as of [__________,…
To view the full exhibit click here
About SOLITARIO EXPLORATION & ROYALTY CORP. (TSE:SLR)

Solitario Exploration & Royalty Corp. is an exploration-stage company. The Company focuses on the acquisition of precious and base metal properties with exploration potential, and the purchase of royalty interests. The Company acquires and holds a portfolio of exploration properties for sale, joint venture, or to create a royalty prior to the establishment of proven and probable reserves. The Company operates through mineral exploration segment. The Company conducts exploration activities in Peru and Mexico. The Company’s joint ventures and strategic alliance properties include Bongara Zinc Project (Peru), Chambara Zinc Property (Peru), Newmont Alliance and the La Promesa Project (Peru). The Company’s royalty properties include Yanacocha Royalty Property (Peru), and Norcan and Aconchi Copper Properties (Mexico). The Company’s owned property is Canta Colorado Gold Property (Peru).

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