Item 5.07 Submission of Matters to a
Vote of Security Holders.
On May 13, 2019, Golden Queen Mining Co.
Ltd. (the “
Company
”) held an annual general and special meeting of shareholders (the “Meeting”).
The matters acted upon at the Meeting are described in more detail in the Company’s proxy statement on Schedule 14A, filed
with the Securities and Exchange Commission on April 11, 2019, pursuant to which proxies were solicited (the “
Information
Circular
”).
The results of the Meeting were as follows:
A total of 265,793,953 common shares were
voted, representing 88.57% of the outstanding common shares. All resolutions proposed in the notice calling the meeting were approved.
The percentage of votes cast for each is as follows:
Proposal 1 - Number of Directors
The number of directors for the Board of Directors of the Company
was set as three.
|
Votes of shares for
|
% votes cast
|
Votes against
|
% votes cast
|
|
215,794,898
|
98.36%
|
3,593,132
|
1.64%
|
Proposal 2 - Election of Directors
Each of the nominee directors
listed in the Company's Information Circular was elected as a director, without a vote by ballot being conducted. Golden Queen
received proxies directing voting on the three directors nominated for election as set forth in the table below:
|
Name of nominee
|
Votes for
|
% votes cast
|
Votes withheld/abstain
|
% votes cast
|
|
Paul M. Blythe
|
213,958,773
|
97.53%
|
5,429,257
|
2.47%
|
|
Bryan A. Coates
|
213,481,477
|
97.31%
|
5,906,553
|
2.69%
|
|
Bernard Guarnera
|
213,522,601
|
97.33%
|
5,865,429
|
2.67%
|
Proposal 3 - Appointment of Auditors
According to proxies received
and a vote by show of hands, PricewaterhouseCoopers LLP was appointed as the Company's auditors until the next general meeting
of shareholders or until a successor is appointed and the directors were authorized to fix the auditors' remuneration.
|
Votes of shares for
|
% votes cast
|
Votes withheld/abstain
|
% votes cast
|
|
261,433,050
|
98.36%
|
4,360,903
|
1.64%
|
Proposal 4 – Approval of the Company’s
Stock Option Plan
According to proxies received and a vote by
show of hands, the Company’s Stock Option Plan is approved and the Company continues to have the ability to grant options
under the Plan until May 13, 2022.
|
Votes of shares for
|
% votes cast
|
Votes against
|
% votes cast
|
|
170,830,141
|
77.87%
|
48,557,889
|
22.13%
|
Proposal 5 – Approval of the Sale
of the Soledad Mountain Project
According to the proxies received and a
vote by show of hands, the sale of the Soledad Mountain Project is approved and the Company will proceed with the share purchase
agreement described in the Information Circular.
|
Votes of shares for
|
% votes cast
|
Votes against
|
% votes cast
|
|
212,246,238
|
96.74%
|
7,141,792
|
3.26%
|
Proposal 6 – Approval of Share
Consolidation
According to the proxies received and a
vote by show of hands, the consolidation of the Company’s shares on the basis of ten existing shares for each one post-consolidation
share is approved.
|
Votes of shares for
|
% votes cast
|
Votes against
|
% votes cast
|
|
214,275,012
|
97.67%
|
5,113,018
|
2.33%
|
Say on Pay Advisory Voting
The shareholders were asked to consider
the Advisory Say on Pay resolution to approve the Company’s approach to executive compensation as disclosed in the Information
Circular (‘say on pay’). This resolution was approved with 85.51% of votes cast in favour.
|
Votes of shares for
|
% votes cast
|
Votes against
|
% votes cast
|
|
187,672,098
|
85.51%
|
31,792,281
|
14.49%
|
Shareholders also approved future Say-on-Pay
voting being held every 3 years.
|
1 Year
|
2 Years
|
3 Years
|
Withheld/
Abstain
|
% of Votes Cast – 1 Year
|
% of Votes Cast – 2 Years
|
% of Votes Cast – 3 Years
|
Withheld/
Abstain
|
|
30,893,451
|
151,494
|
185,884,925
|
2,534,309
|
14.08%
|
0.07%
|
84.70%
|
1.15%
|