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CGLD.OB > SEC Filings for CGLD.OB > Form 8-K on 30-Jan-2008All Recent SEC Filings

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Form 8-K for CAPITAL GOLD CORP


30-Jan-2008

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events,


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 25, 2008, we amended our Certificate of Incorporation to increase the authorized number of shares of our common stock from 250,000,000 shares to 300,000,000 shares. This amendment was approved by our stockholders at the Annual Meeting of Stockholders. Please see Section 8 below.



Item 8.01 Other Events.

At our Annual Meeting of Stockholders on January 24, 2008, stockholders approved the following three items:

1. The following eight persons as directors:

Votes in Favor Votes Withheld

Nominees             of Nominee     for Nominee

Roger A. Newell      103,441,597    5,080,777
Robert Roningen      103,713,599    4,808,775
Ian A. Shaw          108,225,384    296,990
John Postle          108,225,548    296,826
Mark T. Nesbitt      108,220,682    301,692
Gifford A. Dieterle  104,705,098    3,817,276
John Brownlie        104,910,532    3,611,842

Jeffrey W. Pritchard 105,524,897 2,997,477

2. Amendment of our Certificate of Incorporation to increase the authorized number of shares of common stock from 250,000,000 shares to 300,000,000 shares:

For: 93,822,333 Against: 13,054,314 Abstain: 1,645,725 Broker Non-Votes: 0

3. Ratification of the selection of Wolinetz, Lafazan & Company, P.C., as our independent auditors for the year ending July 31, 2008:

For: 107,487,413 Against: 337,352 Abstain: 697,608 Broker Non-Votes: 0

The proposal to amend our certificate of incorporation to provide for a classified Board of Directors did not pass. It received the following votes:

For: 51,799,224  Against: 16,102,509 Abstain: 3,692,032 Broker
                                                        Non-Votes:
                                                        36,928,610


The proposal to amend our certificate of incorporation to permit stockholder action to be taken only at a duly called annual or special meeting of stockholders and eliminate stockholder action by written consent did not pass. It received the following votes:

For: 49,547,294  Against: 17,242,087 Abstain: 4,804,384 Broker
                                                        Non-Votes:
                                                        36,928,610

Total shares voted at the meeting: 108,522,375 out of 174,243,646 eligible to vote.

In addition, on January 29, 2008, we notified AngloGold Ashanti North America ("AngloGold") that pursuant to the terms of the Stock Purchase Option Agreement dated effective December 15, 2000, between AngloGold and us, we have made a good faith determination that the drill indicated resources at the El Chanate gold mine now exceed two million ounces of contained gold. The term "drill indicated resources" is defined in the agreement. A drill indicated resources number does not rise to the level of, and should not be considered proven or probable reserves as those terms are defined under SEC guidelines. AngloGold now has 180 days to determine whether or not it will choose to exercise it's one time back-in right to acquire a 51% interest in the El Chanate project, for a purchase price equal to two times the total project costs, as defined in the agreement, since 2001. Please see the press release attached hereto as Exhibit 99.1



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed herewith:

Exhibit No. Exhibit Title

3.1 Amendment to Certificate of Incorporation

99.1 Press Release, dated January 30, 2008.


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