UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 28, 2025, U.S. Gold Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”), at which the following proposals were voted upon:
| 1) | Election of five (5) directors, Luke Norman, George Bee, Johanna Fipke, Robert W. Schafer and Michael Waldkirch, to hold office until the next annual meeting of stockholders and until their successors are named and qualified or until their earlier resignation or removal. |
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||||
| Luke Norman | 4,034,284 | 350,783 | 2,940,790 | |||||||||
| George Bee | 4,345,397 | 39,670 | 2,940,790 | |||||||||
| Johanna Fipke | 4,321,257 | 63,809 | 2,940,790 | |||||||||
| Robert W. Schafer | 4,328,578 | 56,489 | 2,940,790 | |||||||||
| Michael Waldkirch | 4,291,206 | 93,861 | 2,940,790 | |||||||||
| 2) | Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2025. |
| Votes For | Votes Against | Abstentions | ||||||
| 7,260,687 | 27,513 | 37,656 | ||||||
| 3) | Approval, by a non-binding advisory vote, of the compensation of the Company’s named executive officers. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 4,263,335 | 79,258 | 42,473 | 2,940,791 | |||||||||
| 4) | Approval, by a non-binding advisory vote, of the frequency of future advisory votes on the compensation of the Company’s named executive officers. |
| 3 Years | 2 Years | 1 Year | Abstentions | Broker Non-Votes | ||||||||||||
| 1,896,984 | 1,014,679 | 1,408,709 | 64,693 | 2,940,792 | ||||||||||||
Each of the proposals acted upon by the Company’s stockholders at the Meeting received a sufficient number of votes to be approved.
Based on these results and consistent with the Company’s recommendation, the Board of Directors of the Company has determined that the Company will conduct future advisory votes on the compensation of the Company’s named executive officers every three years. This policy will remain in effect until the next stockholder vote on the frequency of advisory votes on executive compensation, which is expected to occur at the Company’s 2031 annual meeting of stockholders.
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.
| U.S. Gold corp. | ||
| Date: April 29, 2025 | By: | /s/ Eric Alexander |
| Name: | Eric Alexander | |
| Title: | Chief Financial Officer | |