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MDW > SEC Filings for MDW > Form 8-K/A on 13-Sep-2012All Recent SEC Filings

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Form 8-K/A for MIDWAY GOLD CORP


13-Sep-2012

Submission of Matters to a Vote of Security Holders


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

Results of Annual General and Special Meeting of Shareholders

On May 11, 2012, Midway Gold Corp. (the "Company") held its annual general and special meeting of shareholders at 10:00 a.m. (Vancouver time) at the offices of Stikeman Elliott, Suite 1700 Park Place, 666 Burrard Street, Vancouver, BC, Canada V6C 2X8. Shareholders representing 85,056,044 shares or 74.60% of the shares authorized to vote (114,022,333) were present in person or by proxy, representing a quorum for the purposes of the annual general and special meeting.

The shareholders approved the following:

Proposal #1 -          For            Against      Withheld  Spoiled   Non Vote
Number of
Directors
Set the number
of directors at     84,881,081        174,962          -        0         1
five
Proposal #2 -          For            Against      Withheld  Spoiled   Non Vote
Election of
Directors
The election of
the nominees to
the Company's
Board of
Directors to
serve until the
Company's 2013
Annual Meeting
of Shareholders
or until
successors are
duly elected and
qualified:
Daniel E. Wolfus    51,762,171           -         7,469,654    0     25,824,219
Kenneth A. Brunk    54,012,055           -         5,219,770    0     25,824,219
Roger A. Newell     55,067,686           -         4,164,139    0     25,824,219
John W. Sheridan    58,857,440           -          374,385     0     25,824,219
Frank S. Yu         58,374,197           -          857,628     0     25,824,219
Proposal #3 -          For            Against      Withheld  Spoiled   Non Vote
Advisory Vote on
Executive
Compensation
To approve, on
an advisory
basis, the
compensation of
the Company's       58,301,995        929,829          -        0     25,824,220
named executive
officers

Proposal # 4 -         For            Against      Withheld  Spoiled   Non Vote
Advisory Vote on
the Frequency of
Holding Future
Advisory Votes
on Executive
Compensation
To accept
proposal of
three years as
the frequency of
future              48,103,056       11,128,769        -        0     25,824,219
shareholder
advisory votes
on executive
compensation


Proposal #5 - For Against Withheld Spoiled Non Vote Appointment of
Auditors
To ratify the
appointment of
the Company's
Independent
Registered
Public
Accounting Firm
for the 2012
fiscal year and 84,694,895 - 361,149 0 0 authorize to fix
their
remuneration

Proposal #6 - For Against Withheld Spoiled Non Vote Renew Stock
Option Plan
To approve the
renewal of the
Company's Stock 53,255,305 5,976,520 - 0 25,824,219 Option Plan

Proposal # 7 - For Against Withheld Spoiled Non Vote Amendment to the
Authorized Share
Structure of the
Company
To amend the
Company's
Articles and its
Notice of
Articles to
create a class
of preferred
shares without
par value and
without a 45,816,102 13,415,723 - 0 25,824,219 maximum
authorized
number, issuable
in series

All nominees for election to the Company's Board of Directors were elected to the Board of Directors and will serve until the Company's 2013 annual meeting of shareholders or until successors are duly elected and qualified. All matters brought before the annual general and special meeting were approved by the shareholders. Proxies were solicited under the proxy statement filed with the Securities and Exchange Commission on March 26, 2012.

Frequency of Advisory Vote on Executive Compensation

The Company's Board of Directors has determined that it will hold an advisory vote on executive compensation every three years until the next required advisory vote on the frequency of such advisory votes, or until the Board of Directors otherwise determines that a different frequency for such votes is in the best interests of the Company's shareholders.


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