Timberline Resources Corporation (OTCMKTS:TLRS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
2018 Stock and Incentive Plan
On December 1, 2018 the shareholders of the Company approved the Company’s 2018 Stock and Incentive Plan in which the Company’s executive officers and directors are participants. A description of the material terms of the 2018 Stock and Incentive Plan is set forth under the heading “Proposal 2 –Approval of the Adoption of the 2018 Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A as filed with the Commission on October 22, 2018 as is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 1, 2018 the Company held a Special Meeting of Stockholders, and the following are the final voting tallies for the Special Meeting:
|
Proposal #1 To ratify the appointment of DeCoria, Maichel & Teague P.S. to serve as the Company’s independent registered public accounting firm for the 2019 fiscal year |
For 27,031,819 |
Against 259,297 |
Abstain 31,927 |
|
Proposal #2 To approve the adoption of the Company’s 2018 Stock and Incentive Plan |
For 16,684,059 |
Against 671,362 |
Abstain 160,338 |
|
Proposal #3 To allow the purchase of shares of common stock of the Company by Americas Gold Exploration Inc. (AGEI), of which Donald McDowell, a director of AGEI, is the principal shareholder, the Company’s Vice President of Corporate Development and a director of the Timberline, the result of which will be Mr. McDowell owning over 20% of the Company’s issued and outstanding shares of common stock |
For 6,839,349 |
Against 288,653 |
Abstain 10,387,767 |
|
Proposal #4 To approve an amendment the Company’s Certificate of Incorporation to change the name of the Company from “Timberline Resources Corporation” to a name to be selected by the Board of Directors of the Company |
For 25,762,987 |
Against 1,065,409 |
Abstain 494,647 |
Proxies were solicited under the proxy statement filed with the Securities and Exchange Commission on October 22, 2018. The Company’s appointment of DeCoria, Maichel & Teague P.S. to serve as the Company’s independent registered public accounting firm for the 2019 fiscal year was ratified. The proposal to approve the adoption of the Timberline 2018 Stock and Incentive Plan was approved. The proposal to allow Americas Gold Exploration Inc. to purchase shares of common stock resulting in Don McDowell owning over 20% of the company was approved. The proposal allow the Board of Directors to amend the Company’s Certificate of Incorporation to change the name of the Company was approved.
Item 7.01 Regulation FD Disclosure.
On December 4, 2018, the Company issued a press release concerning the Special Meeting entitled, “Timberline Announces Shareholder Approval of 2018 Options Incentive Plan”. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form8-K, the information in this Item 7.01, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section18 of the Exchange Act, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
99.1Press Release of Timberline Resources Corporation dated December 4, 2018.*
* Furnished to, not filed with, the SEC to Item 7.01 above.
Timberline Resources Corp ExhibitEX-99 2 ex99-1.htm NEWS RELEASE Timberline Resources Exhibit 99.1 FOR IMMEDIATE RELEASE Timberline Announces Shareholder Approval of 2018 Options Incentive Plan COEUR D’ALENE,…To view the full exhibit click here
About Timberline Resources Corporation (OTCMKTS:TLRS)
Timberline Resources Corporation is an exploration-stage company. The Company is engaged in mineral exploration business. The Company holds interests in mineral prospects for exploration in Nevada and Montana mainly for target commodities of gold and silver. The Company’s property, Eureka (Battle Mountain/Eureka Trend), has an area of approximately 16,000 acres. The Eureka property is located in the southern part of the Eureka mining district of Eureka County, Nevada. Its ICBM Joint Venture Project (Timberline/Barrick) is located in the Battle Mountain Mining District, Lander County, Nevada. Seven Troughs is an epithermal gold district. The Company’s properties comprise approximately five epithermal gold targets, of which over four are in western and northern Nevada and approximately one is in northeast California; over three Carlin-type gold prospects within the Battle Mountain-Eureka and Carlin gold trends in Nevada; and approximately one gold-bearing skarn in central Nevada.
