Contango Silver & Gold (CTGO) shareholders back board, auditor and annual say-on-pay

Rhea-AI Filing Summary

Contango Silver & Gold Inc. reported the results of its 2026 virtual annual meeting of stockholders. Shareholders elected seven directors to serve until the 2027 annual meeting and ratified Baker Tilly US, LLP as independent auditors for the year ending December 31, 2026.

Stockholders also approved, on a non-binding basis, the compensation of the company’s named executive officers and chose an annual advisory vote frequency on executive pay. As of the April 30, 2026 record date, the company had 30,749,670 shares of common stock and 1,594,988 exchangeable shares outstanding.

8-K Event Classification

3 items: 5.07, 7.01, 9.01

3 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Common shares outstanding: 30,749,670 shares Exchangeable shares outstanding: 1,594,988 shares Auditor ratification For votes: 17,784,572 votes +4 more

7 metrics

Common shares outstanding 30,749,670 shares As of record date April 30, 2026

Exchangeable shares outstanding 1,594,988 shares As of record date April 30, 2026

Auditor ratification For votes 17,784,572 votes Baker Tilly US, LLP ratification

Say-on-pay For votes 13,099,487 votes Advisory compensation approval

Say-on-pay Against votes 1,479,740 votes Advisory compensation approval

One-year frequency For votes 13,135,398 votes Advisory vote frequency on compensation

Director votes For (Tim Clark) 14,427,965 votes Election to board until 2027 meeting

Key Terms

non-binding advisory vote, broker non-votes, emerging growth company, forward-looking statements, +1 more

5 terms

non-binding advisory vote financial

"To conduct a non-binding advisory vote to approve the compensation of the Company’s named executive officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

broker non-votes financial

"Brad Juneau | 9,532,864 | 5,112,882 | 3,216,629"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters to a Vote of Security Holders"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

forward-looking statements regulatory

"This press release contains forward-looking information and forward-looking statements that are intended to be covered"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Peak Gold JV financial

"Contango holds a 30% interest in the Peak Gold JV, which leases approximately 675,000 acres"

FAQ

What did Contango Silver & Gold Inc. (CTGO) stockholders approve at the 2026 annual meeting?

Stockholders elected seven directors, ratified Baker Tilly US, LLP as auditor, approved executive compensation on a non-binding basis, and supported holding the advisory vote on compensation every year. These outcomes confirm the proposed board slate, auditor, and pay practices.

How did Contango (CTGO) shareholders vote on director elections in 2026?

All seven director nominees were elected, each receiving more votes For than Withheld. For example, Tim Clark received 14,427,965 For votes and 217,781 Withheld votes, with 3,216,629 broker non-votes recorded, indicating broad support across the slate.

What were the 2026 auditor ratification voting results for Contango (CTGO)?

Stockholders strongly ratified Baker Tilly US, LLP as independent auditors with 17,784,572 votes For, 42,963 Against, and 34,840 Abstain, with no broker non-votes. This confirms shareholder support for the company’s chosen audit firm for the 2026 fiscal year.

How did Contango (CTGO) investors vote on executive compensation (say-on-pay) in 2026?

On a non-binding advisory basis, 13,099,487 votes were cast For the compensation of named executive officers, 1,479,740 Against, and 66,519 Abstain, with 3,216,629 broker non-votes. The majority support indicates acceptance of the disclosed pay program.

What frequency of say-on-pay votes did Contango (CTGO) shareholders choose in 2026?

Shareholders favored an annual say-on-pay vote, with 13,135,398 votes for one year, 1,299,463 for two years, 89,695 for three years, and 121,190 Abstain, plus 3,216,629 broker non-votes. The board plans to hold the advisory vote every year until at least 2032.

How many Contango (CTGO) shares were eligible to vote at the 2026 annual meeting?

As of the April 30, 2026 record date, Contango had 30,749,670 shares of common stock and 1,594,988 exchangeable shares outstanding. These outstanding securities determined which stockholders could vote on directors, auditor ratification, and executive compensation matters.

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Understanding 8-K Material Events →

Available on EDGAR 06/18/2026 - 05:01 PM Accepted by SEC EDGAR 06/18/2026 - 05:00 PM Learn about SEC filing dates

false000150237700015023772026-06-182026-06-18

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): June 18, 2026

Contango Silver & Gold Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-35770	27-3431051
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
516 2nd Avenue Suite 401
Fairbanks, Alaska				99701
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (907) 388-7770

(Former Name or Former Address, if Changed Since Last Report)

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:

☐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
Common Stock, Par Value $0.01 per share		CTGO		NYSE American LLC

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 June 18, 2026, at the annual meeting of stockholders (the “Annual Meeting”) of Contango Silver & Gold Inc. (the “Company”), the Company’s stockholders were asked to consider and vote upon the following proposals:

1.To elect seven persons to serve as directors of the Company until the annual meeting of stockholders in 2027;

2.To ratify the appointment of Baker Tilly US, LLP as the independent auditors of the Company for the fiscal year ending December 31, 2026;

3.To conduct a non-binding advisory vote to approve the compensation of the Company’s named executive officers; and

4.To conduct a non-binding advisory vote on the frequency of the advisory vote on the compensation of the company’s named executive officers.

As of April 30, 2026, the record date for the Annual Meeting, the Company had outstanding 30,749,670 shares of Common Stock and 1,594,988 exchangeable shares.

Summarized below are final results of the matters voted on at the Annual Meeting:

1.Proposal 1: Each of the director nominees was elected to the Board to serve as a director until the 2027 annual meeting of stockholders of the Company and until his respective successor is duly elected and qualified.

Name	For	Withheld	Broker Non-Votes
Clynton Nauman	14,417,465	228,281	3,216,629
Rick Van Nieuwenhuyse	14,464,535	181,211	3,216,629
Shawn Khunkhun	13,963,086	682,660	3,216,629
Michael Cinnamond	13,933,375	712,371	3,216,629
Tim Clark	14,427,965	217,781	3,216,629
Darren Devine	14,027,615	618,131	3,216,629
Brad Juneau	9,532,864	5,112,882	3,216,629

2.Proposal 2: The stockholders ratified the appointment of Baker Tilly US, LLP as the independent auditors of the Company for the fiscal year ending December 31, 2026.

For	Against	Abstain	Broker Non-Votes
17,784,572	42,963	34,840	0

3.Proposal 3: The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.

For	Against	Abstain	Broker Non-Votes
13,099,487	1,479,740	66,519	3,216,629

4.Proposal 4: The stockholders approved, on a non-binding advisory, the frequency of the advisory vote on the compensation of the company’s named executive officers. In light of these results, the Board determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every year. The Company will re-evaluate this determination in connection with its next stockholder advisory vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers at the Company’s annual meeting of stockholders in 2032.

1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
13,135,398	1,299,463	89,695	121,190	3,216,629

No other business properly came before the Annual Meeting.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on June 18, 2026 relating to the results of the Annual Meeting. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release of the Company, dated June 18, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

			CONTANGO SILVER & GOLD INC.
Date:	June 18, 2026	By:	/s/ Mike Clark
			Chief Financial Officer

NEWS RELEASE

CONTANGO SILVER & GOLD

Contango Announces Results of the 2026 Virtual Annual Meeting of Stockholders

FAIRBANKS, AK -- (June 18, 2026) -- Contango Silver & Gold Inc. (“Contango ” or the “Company”) (NYSE American: CTGO / TSX: CTGO) is pleased to announce that at the Company’s annual meeting of stockholders held on June 18, 2026 the following directors were elected to serve until the 2027 annual meeting of stockholders:

1)Clynton Nauman

2)Rick Van Nieuwenhuyse

3)Shawn Khunkhun

4)Michael Cinnamond

5)Tim Clark

6)Darren Devine

7)Brad Juneau

The following proposals were also approved by the stockholders:

1)The ratification of the appointment of Baker Tilly US, LLP as the independent auditors of the Company for the fiscal year ending December 31, 2026;

2)The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers; and

3)The approval, on a non-binding advisory basis, of one-year (annual basis) as the frequency of the advisory vote on the compensation of the Company’s named executive officers.

ABOUT CONTANGO

Contango is an NYSE American and TSX listed company that engages in the exploration for and development and production of gold and associated minerals in Alaska and the Golden Triangle in British Columbia. Contango holds a 30% interest in the Peak Gold JV, which leases approximately 675,000 acres of land for exploration and development on the Manh Choh project, with the remaining 70% owned by KG Mining (Alaska), Inc., an indirect subsidiary of Kinross Gold Corporation, operator of the Peak Gold JV. The Company and its subsidiaries also have (i) a lease on the Johnson Tract project, which consists of mineral rights to approximately 21,000 acres located near tidewater, 125 miles southwest of Anchorage, Alaska, from the underlying owner, CIRI, (ii) a lease on the Lucky Shot project, which consists of mineral rights to approximately 8,600 acres of State of Alaska and patented mining claims located in the Willow Mining District about 75 miles north of Anchorage, Alaska, from the underlying owner, Alaska Hardrock Inc., (iii) mineral rights to approximately 145,000 acres of State of Alaska mining claims, (iv) mineral rights to approximately 11,700 acres of State of Alaska mining claims and upland mining leases, all of which give Contango the exclusive right to explore and develop minerals on these lands, and (v) mineral tenures of approximately 247,000 acres (100,000 ha) located in and around the Kitsault Valley in the Golden Triangle of northwest British Columbia.

Additional information can be found on our web page at www.contangoore.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking information and forward-looking statements that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. These include statements regarding Contango’s plans and expectations for its properties and operations, the content within future annual filings, operations in respect of Contango mineral properties and any benefits of investment in Contango. Such statements are based on Contango’s current expectations and include statements regarding future results of operations, quality and nature of the asset base, the assumptions upon which estimates are based and other expectations, beliefs, plans, objectives, assumptions, strategies or statements about future events or performance (often, but not always, using words such as “expects”, “projects”, “anticipates”, “plans”, “estimates”, “intends”, “believes”, “ensures”, “forecasts”, “predicts”, “proposes”, “contemplates”, “aims”, “seeks”, “continues”, “potential”, “positioned”, “strategy”, “outlook”, “future”, “going forward”, “designed to”, and similar expressions or other words of similar meaning, and the negatives thereof, or stating that certain actions, events or results “may”, “might”, “will”, “should”, “would”, or “could” be taken, or that they are “possible”, “probable”, or “likely” to occur or be achieved). However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to: the risks of the exploration and the mining industry (for example, operational risks in exploring for and developing mineral reserves); risks and uncertainties involving geology; the speculative nature of the mining industry; the uncertainty of estimates and projections relating to future production, costs and expenses; the volatility of natural resources prices, including prices of gold and associated minerals; the existence and extent of commercially exploitable minerals in properties acquired by Contango or the Peak Gold JV; ability to realize the anticipated benefits of the Peak Gold JV; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; the interpretation of exploration results and the estimation of mineral resources; the loss of key

employees or consultants; health, safety and environmental risks; risks related to weather and other natural disasters; uncertainties as to the availability and cost of financing; Contango’s inability to retain or maintain its relative ownership interest in the Peak Gold JV; inability to realize expected value from acquisitions; inability of our management team to execute its plans to meet its goals; the extent of disruptions caused by an outbreak of disease, such as the COVID-19 pandemic; and the possibility that government policies may change, political developments may occur or governmental approvals may be delayed or withheld, including as a result of presidential and congressional elections in the U.S. or the inability to obtain mining permits. Additional information on these and other factors which could affect Contango’s operations or financial results are included in Contango’s other reports on file with the U.S. Securities and Exchange Commission. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from the projections in the forward-looking statements. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Contango does not assume any obligation to update forward-looking statements should circumstances or management’s estimates or opinions change.

CONTACTS:

Contango Silver & Gold Inc.
Rick Van Nieuwenhuyse

(907) 388-7770

www.contangoore.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 24.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.3 KB