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VGZ > SEC Filings for VGZ > Form 8-K on 3-May-2013All Recent SEC Filings

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Form 8-K for VISTA GOLD CORP


3-May-2013

Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure


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

Results of Annual General Meeting of Shareholders

On April 30, 2013, Vista Gold Corp. (the "Corporation") held its annual general and special meeting of shareholders at Suite 1200, 200 Burrard Street, Vancouver, British Columbia, at 10:00 a.m. (Vancouver time). Shareholders representing 56,179,643 shares or 68.88% of the shares authorized to vote (81,563,498) 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:

                                         For       Against    Withheld    Spoiled    Non Vote
Proposal #1 - Election of Directors
Ordinary resolution to elect the
following nominees as directors:
John M. Clark                         33,980,894         0    2,132,854         0   20,065,895
Frederick H. Earnest                  34,828,480         0    1,285,268         0   20,065,895
W. Durand Eppler                      21,231,887         0   14,881,861         0   20,065,895
C. Thomas Ogrzylo                     19,340,587         0   16,773,161         0   20,065,895
Michael B. Richings                   34,491,114         0    1,622,634         0   20,065,895
Tracy A. Stevenson                    33,976,248         0    2,137,500         0   20,065,895




                                    For        Against     Withheld    Spoiled     Non Vote
Proposal #2 - Appointment of
Auditors
Ordinary resolution to
appoint
PricewaterhouseCoopers LLP as
auditors of the Corporation
and that the remuneration of
the auditors be determined by
the Board of Directors
through the Audit Committee.     55,752,861           0     426,782           0           0




                                    For         Against     Withheld    Spoiled      Non Vote
Proposal #3 - Approval of the
continuance of the
Corporation as a British
Columbia Corporation
Special resolution
authorizing the Corporation
to continue into British
Columbia and to adopt
constating documents that
comply with the Business
Corporations Act (British
Columbia).                       32,553,947    3,559,801           0           0    20,065,895

All nominees for election to the Corporation's Board of Directors were elected to the Board of Directors and will serve until the Corporation's 2014 annual meeting of shareholders or until successors are duly elected and qualified. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Corporation's Independent Registered Public Accounting Firm for the 2013 fiscal year was approved. The proposal to continue the Corporation into British Columbia and adopt constating documents that comply with the Business Corporations Act (British Columbia) was approved.



Item 7.01 Regulation FD

On May 1, 2013, the Registrant issued a press release providing the results of its 2013 annual general and special meeting of shareholders held in Vancouver, British Columbia on April 30, 2013. A copy of the press release is attached to this report as Exhibit 99.1. 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 and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Exhibits

99.1 Press Release dated May 1, 2013*


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

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