--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-066093" form_type: "8-K" ticker: "AUMN" cik: "0001011509" company_name: "Golden Minerals Co" filed_at: "2023-05-30T23:59:59+00:00" generated_at: "2026-06-14T11:05:17.097477+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Golden Minerals approves 1-for-25 reverse stock split; authorized shares reduced from 350M to 28M ## Summary - Reverse stock split at 1:25 effective June 9, 2023; outstanding shares go from ~178M to ~7.1M. - Authorized shares reduced from 350M to 28M concurrent with reverse stock split. - 2023 Equity Incentive Plan approved with 360,000 shares post-split (9M pre-split). - All seven directors re-elected; Armanino LLP ratified as auditor; officer exculpation not approved. ## SEC filing metadata - accession: 0001104659-23-066093 - form_type: 8-K - ticker: AUMN - cik: 0001011509 - company_name: Golden Minerals Co - filed_at: 2023-05-30T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 3.03, 5.02, 5.07, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1011509/000110465923066093/0001104659-23-066093-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1011509/000110465923066093/tm2317253d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-066093 - JSON: https://secwatch.observer/filing/0001104659-23-066093.json - Plain text: https://secwatch.observer/filing/0001104659-23-066093.txt ## Key facts - Governance Changes Golden Minerals Co: Filing of amendment to certificate of incorporation to effect a 1-for-25 reverse stock split and reduction of authorized shares from 350,000,000 to 28,000,000 (effective 2023-06-09). - Change: charter amendment - Effective: 2023-06-09 source text: To effect the Reverse Stock Split and the Authorized Shares Reduction, the Company filed on May 30, 2023 an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/1011509/000110465923066093/0001104659-23-066093-index.htm - Shareholder Votes Golden Minerals Co shareholders approved Ratification of the selection of Armanino, LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-12-31 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-12-31 source text: Ratification of the selection of Armanino, LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. Votes For Votes Against Abstentions 96,836,645 837,983 635,643 evidence_url: https://www.sec.gov/Archives/edgar/data/1011509/000110465923066093/0001104659-23-066093-index.htm - Shareholder Votes Golden Minerals Co shareholders approved Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's common stock at a ratio ranging from 1-for-2 shares up to 1-for-25 shares. - Proposal: reverse split - Outcome: passed source text: Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's common stock at a ratio ranging from 1-for-2 shares up to 1-for-25 shares. Votes For Votes Against Abstentions 91,498,294 6,490,041 321,936 evidence_url: https://www.sec.gov/Archives/edgar/data/1011509/000110465923066093/0001104659-23-066093-index.htm - Shareholder Votes Golden Minerals Co shareholders approved Approval of the Golden Minerals Company 2023 Equity Incentive Plan. - Proposal: equity plan - Outcome: passed source text: Approval of the Golden Minerals Company 2023 Equity Incentive Plan. Votes For Votes Against Abstentions Broker Non-Votes 70,586,779 3,828,031 1,102,747 22,792,714 evidence_url: https://www.sec.gov/Archives/edgar/data/1011509/000110465923066093/0001104659-23-066093-index.htm - Shareholder Votes Golden Minerals Co shareholders approved Election of seven directors to hold office until the 2024 annual meeting of stockholders or until their successors are elected. - Proposal: director election - Outcome: passed source text: Election of seven (7) directors to hold office until the 2023 annual meeting of stockholders or until their successors are elected. Name Votes For Votes Withheld Broker Non-Votes Jeffrey G. Clevenger 65,040,694 10,476,863 22,792,714 Warren M. Rehn 73,437,428 2,080,129 22,792,714 W. Durand Eppler 63,506,629 12,010,928 22,792,714 Deborah J. Friedman 64,147,857 11,369,700 22,792,714 Kevin R. Morano 66,750,518 8,767,039 22,792,714 Terry M. Palmer 73,445,360 2,072,197 22,792,714 David H. Watkins 73,188,547 2,329,010 22,792,714 evidence_url: https://www.sec.gov/Archives/edgar/data/1011509/000110465923066093/0001104659-23-066093-index.htm - Shareholder Votes Golden Minerals Co shareholders rejected Amendment to the Company's Amended and Restated Certificate of Incorporation to allow for exculpation of officers. - Proposal: charter amendment - Outcome: failed source text: Amendment to the Company's Amended and Restated Certificate of Incorporation to allow for exculpation of officers. Votes For Votes Against Abstentions Broker Non-Votes 63,329,755 11,460,114 727,688 22,792,714 evidence_url: https://www.sec.gov/Archives/edgar/data/1011509/000110465923066093/0001104659-23-066093-index.htm - Shareholder Votes Golden Minerals Co shareholders approved Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reduction in the total number of authorized shares of common stock of the Company concurrent with the reverse stock split. - Proposal: charter amendment - Outcome: passed source text: Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reduction in the total number of authorized shares of common stock of the Company concurrent with the reverse stock split. Votes For Votes Against Abstentions 91,833,774 5,767,501 708,996 evidence_url: https://www.sec.gov/Archives/edgar/data/1011509/000110465923066093/0001104659-23-066093-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.