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TLR > SEC Filings for TLR > Form 8-K on 22-Mar-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Submission of Matters to a V

Item 5.02 Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Timberline Resources Corporation, a Delaware corporation (the "Company"), regretfully reports that on March 19, 2013, the Company was notified that Mr. James Moore, a valued member of the Company's board of directors (the "Board"), unexpectedly passed away on March 18, 2013. At the time of his passing, Mr. Moore served as chairman of the Company's audit committee (the "Audit Committee"). The Company acknowledges its great appreciation for Mr. Moore's service.

In connection with Mr. Moore's passing, the Board appointed Mr. Leigh Freeman to serve on the Audit Committee. The Board has also determined that Mr. Troy Fierro, the other member of the Company's Audit Committee, qualifies as "financially sophisticated" as defined in Section 803B(2)(a)(iii) of the NYSE MKT Company Guide, based on Mr. Fierro's experience as a chief executive officer of another public company.

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

On March 19, 2013, the Company held its 2013 Annual Meeting and the following are the final voting tallies for the Annual Meeting:

Proposal #1 - Election of Directors                  Voted For  Withheld   Non Vote
The election of the Nominees to the Company's Board
to serve until the Company's 2014 Annual Meeting of
Shareholders or until successors are duly elected
and qualified:
Paul Dircksen                                        13,900,617  664,531  31,382,048
Randal Hardy                                         13,230,139 1,335,009 31,382,048
Vance Thornsberry                                    13,830,856  734,292  31,382,048
James Moore                                          13,792,504  772,644  31,382,048
Robert Martinez                                      13,886,104  679,044  31,382,048
Troy Fierro                                          13,910,114  655,034  31,382,048
Leigh Freeman                                        13,848,586  716,562  31,382,048

Proposal #2                          For             Against    Abstain   Non Vote
To ratify the appointment of the
Company's Independent Registered
Public Accounting Firm for the 2013  44,998,548      722,828    225,820       -
fiscal year

Proxies were solicited under the proxy statement filed with the Securities and Exchange Commission on January 23, 2013. All nominees for director were elected; however, since Mr. Moore passed away just prior to the meeting, his seat shall remain vacant until a replacement is appointed by the Board. The proposal to ratify the appointment of the Company's Independent Registered Public Accounting Firm for the 2013 fiscal year was approved.

Item 7.01 Regulation FD Disclosure.

On March 22, 2013, the Company issued the press release attached hereto as Exhibit 99.1 announcing Mr. Moore's passing. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Exhibits

Exhibit Description
99.1 Press Release, dated March 22, 2013 *

*Exhibit 99.1 relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

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