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): May 9, 2013

 

 

GOLDEN STAR RESOURCES LTD.

(Exact name of registrant as specified in its charter)

 

 

 

CANADA   1-12284   98-0101955

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

150 King Street West Suite 1200

Toronto, Ontario, Canada

  M5H1J9
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (416) 583-3800

No Change

(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))

 

 

 


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

(a) The Annual General and Special Meeting of Shareholders of Golden Star Resources Ltd. (the “Company”) was held on May 9, 2013.

(b) The proposals listed below were submitted to a vote of the Company’s shareholders with the voting results set forth below.

(1) Election of the following persons as directors of the Company to hold office until the next annual meeting of shareholders or until their successors are elected or appointed:

 

Name

   Votes For      Votes
Withheld
     Broker Non-
Votes
 

Timothy C. Baker

     138,294,143         2,702,788         49,069,286   

Samuel T. Coetzer

     138,366,155         2,630,776         49,069,286   

Robert E. Doyle

     98,124,527         42,872,404         49,069,286   

Tony Alan Jensen

     138,405,211         2,591,720         49,069,286   

Ian MacGregor

     74,113,048         66,883,883         49,069,286   

Craig J. Nelsen

     135,998,529         4,998,402         49,069,286   

Christopher M.T. Thompson

     136,077,353         4,919,578         49,069,286   

William L. Yeates

     136,016,061         4,980,870         49,069,286   

(2) Approval of advisory vote on named executive officer compensation:

 

Votes For

  

Votes Against

  

Broker Non-Votes

54,068,736

   86,928,195    49,069,286

(3) Approval, ratification and confirmation of the Company’s Amended and Restated Shareholder Rights Plan Agreement:

 

Votes For

  

Votes Against

  

Broker Non-Votes

138,517,262

   2,479,669    49,069,286

(4) Appointment of the firm of PricewaterhouseCoopers LLP as auditor of the Company to hold office until the close of the next annual meeting of shareholders or until PricewaterhouseCoopers LLP is removed from office or resigns:

 

Votes For

  

Votes Withheld

187,449,782

   2,616,435

On May 10, 2013, the Company issued a press release announcing the Annual General and Special Meeting voting results. A copy of the press release is attached hereto as Exhibit 99.

The information set forth in Exhibit 99 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it 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    Press release of Golden Star Resources Ltd., dated May 10, 2013, announcing the Annual General and Special Meeting of Shareholders voting results.


SIGNATURE

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.

Date: May 10, 2013

 

Golden Star Resources Ltd.

By:

 

/s/ Jeff Swinoga            

  Jeff Swinoga
 

Executive Vice President and Chief

Financial Officer


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99    Press release of Golden Star Resources Ltd., dated May 10, 2013, announcing the Annual General and Special Meeting of Shareholders voting results.