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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): December 29, 2025

 

HYCROFT MINING HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   001-38387   82-2657796
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

P.O. Box 3030

Winnemucca, Nevada

  89446
(Address of Principal Executive Offices)   (Zip Code)

 

(775) 304-0260

Registrant’s telephone number, including area code

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A common stock, par value $0.0001 per share   HYMC   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

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

 

On December 29, 2025, Hycroft Mining Holding Corporation (the “Company”) held its 2025 virtual annual meeting of stockholders (the “Annual Meeting”), to vote on the following matters:

 

1. Election of Directors

 

Each of the following six nominees was elected to serve on the Company’s Board of Directors, in accordance with the voting results listed below, to serve until the Company’s 2026 annual meeting of stockholders or until their successor is elected and qualified.

 

Nominee   For   Against   Abstain   Broker Non-Votes
Diane R. Garrett   46,003,622   0   2,888,566   10,145,291
Sean D. Goodman   48,454,317   0   437,871   10,145,291
Michael J. Harrison   45,636,547   0   3,255,641   10,145,291
Stephen A. Lang   44,908,091   0   3,984,097   10,145,291
David C. Naccarati   45,997,916   0   2,894,272   10,145,291
Thomas Weng   44,967,540   0   3,924,648   10,145,291

 

2. Approval of the Hycroft Mining Holding Corporation 2025 Performance and Incentive Pay Plan

 

Stockholders voted to approve the Hycroft Mining Holding Corporation 2025 Performance and Incentive Pay Plan, in accordance with the voting results listed below.

 

For  Against  Abstain  Broker Non-Votes
48,370,804  294,391  226,993  10,145,291

 

3. Ratification of Auditors

 

Stockholders voted to ratify the Audit Committee’s appointment of Baker Tilly US LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2025, in accordance with the voting results listed below.

 

For  Against  Abstain  Broker Non-Votes
58,184,672  436,856  415,951  -

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 30, 2025 Hycroft Mining Holding Corporation
   
  By: /s/ Rebecca A. Jennings
   

Rebecca A. Jennings

Senior Vice President and General Counsel