8-K 1 njmc8kjune24-21.htm NEW JERSEY MINING COMPANY FORM 8-K

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):  June 22, 2021

 

Commission file number: 000-28837

 

Picture 1 

 

NEW JERSEY MINING COMPANY

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Idaho

82-0490295

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

 

201 N. 3rd Street, Coeur d’Alene, ID

83814

(Address of principal executive offices)   

(zip code)

 

Registrant's telephone number, including area code: (208) 625-9001

 

N/A

(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 (see General Instruction A.2. below):

☐  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(g) of the Act:

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on Which Registered

Common Stock, no par value

 

NJMC

 

OTC Markets: QB

 

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.    ☐

 

ITEM 5.07.         Submission of Matters to a Vote of Security Holders.

 

On June 22, 2021, New Jersey Mining Company (the “Company”) held an annual meeting of shareholders (the “Annual Meeting”) for consideration of the following proposals:

 

Proposal – 1. The election of the nominees to the Company’s Board of Directors to serve until the Company’s 2021 Annual Meeting of Shareholders or until successors are duly elected and qualified; the following are nominees for re-election as Directors: John Swallow, Grant Brackebusch and Kevin Shiell;  

 

Proposal – 2. Ratification of the appointment of the Company’s independent registered public accounting firm, Assure, CPA, LLC  

 

Proposal – 3. To approve, on an advisory basis, the compensation of the Company’s named executive officers; 

 

Proposal – 4. To conduct an advisory vote to determine the frequency of conducting future advisory votes on executive compensation. 

 

Each of the foregoing proposals is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 21, 2021.

 

As of the record date, May 3, 2021, there were 137,980,033 shares of the Company’s common stock outstanding.  At the Annual Meeting, there were present in person or by proxy 91,194,812 shares of the Company’s common stock, representing approximately 67.57% of the Company’s total outstanding common stock.  The results for each proposal submitted to a vote of shareholders at the Annual Meeting are as follows:
 

Proposals

Votes For

Votes Against or Withheld

Abstentions

Broker Non-Vote

Proposal 1 – Election of Directors

 

 

 

 

   John Swallow

57,701,913

124,067

0

27,190,785

   Grant Brackebusch

57,696,669

123,811

5,500

27,190,785

   Kevin Shiell

57,809,913

10,567

5,500

27,190,785

 

 

 

 

 

 

Votes For

Votes Against or Withheld

Abstentions

 

Proposal 2 - Ratification of Auditor

91,194,812

9,076

31,238

 

 

 

 

 

 

 

Votes For

Votes Against or Withheld

Abstentions

Broker Non-Vote

Proposal 3 - Named Executive Officer Compensation

57,379,568

169,117

277,295

27,190,785

 

 

 

 

 

 

1 year

2 years

3 years

Broker Non-Vote

Proposal 4 – Frequency of the Advisory Vote on Named Executive Officer Compensation

5,478,821

2,508,970

49,716,147

27,190,785

 

Based on the above voting results, (i) the director nominees, John Swallow, Grant A. Brackebusch and Kevin Shiell were re-elected directors, each for a term expiring at the 2021 annual meeting of shareholders, (ii) Assure, CPA, LLC (formerly known as DeCoria, Maichel & Teague) was ratified as the Company’s independent registered accounting firm for the ensuing year.

 

 

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 thereunto duly authorized.  

 

 

NEW JERSEY MINING COMPANY 

 

By:   /s/ John Swallow 

 

John Swallow 

Its:  President & CEO 

Date: June 24, 2021