Fortitude Gold (FTCO) holders back directors, auditor and 10M-share equity plan

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Fortitude Gold Corporation reported the results of its annual shareholders’ meeting held on May 20, 2026. Shareholders elected directors Bill M. Conrad and Jason D. Reid, ratified Haynie & Company as independent auditor for the year ending December 31, 2026, and approved amendments to the Company’s Equity Incentive Plan.

The plan amendments extend the plan’s expiration date to October 15, 2035 and increase the number of shares of stock reserved and available for grant to 10,000,000 shares. These actions confirm the current board, auditor, and long-term equity compensation framework.

8-K Event Classification

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

1 item

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.

Key Figures

Director votes - Bill M. Conrad: 7,270,006 for; 1,443,516 withheld Director votes - Jason D. Reid: 7,217,878 for; 1,495,644 withheld Auditor ratification votes: 9,408,989 for; 604,451 against; 127,980 abstain +3 more

6 metrics

Director votes - Bill M. Conrad 7,270,006 for; 1,443,516 withheld Annual shareholders’ meeting on May 20, 2026

Director votes - Jason D. Reid 7,217,878 for; 1,495,644 withheld Annual shareholders’ meeting on May 20, 2026

Auditor ratification votes 9,408,989 for; 604,451 against; 127,980 abstain Haynie & Company for year ending December 31, 2026

Equity plan amendment votes 5,561,698 for; 3,019,091 against; 132,733 abstain Equity Incentive Plan amendments approval

Equity plan share reserve 10,000,000 shares Reserved and available for grant under Equity Incentive Plan

Equity plan expiration date October 15, 2035 New expiration for Equity Incentive Plan after amendments

Key Terms

Equity Incentive Plan, independent registered public accounting firm, annual shareholders’ meeting, Submission of Matters to a Vote of Security Holders, +1 more

5 terms

Equity Incentive Plan financial

"approved certain amendments to the Company's Equity Incentive Plan, to extend the expiration date to October 15, 2035"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

independent registered public accounting firm financial

"ratified the appointment of Haynie & Company as the Company's independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

annual shareholders’ meeting financial

"On May 20, 2026, Fortitude Gold Corporation held its annual shareholders’ meeting."

A company's annual shareholders’ meeting is a yearly gathering where owners of the company review performance, vote on key decisions (like electing the board or approving executive pay), and ask management questions. Investors care because it’s the main forum to influence how the company is run and to get direct updates—think of it as a town hall where owners judge leaders and set the rules that affect the value of their investment.

Submission of Matters to a Vote of Security Holders regulatory

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

Emerging growth company regulatory

"Emerging growth company"

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.

Understanding 8-K Material Events →

05/22/2026 - 12:14 PM

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 the earliest event reported): May 20, 2026

Commission file number: 333-249533

FORTITUDE GOLD CORPORATION

(Exact name of registrant as specified in its charter)


Colorado	85-2602691
(State of Other Jurisdiction of incorporation or Organization)	(I.R.S. Employer Identification No.)

723 S. Cascade Avenue, Colorado Springs, CO	80903
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (719) 717-9825

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

N/A

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 May 20, 2026, Fortitude Gold Corporation (the “Company”) held its annual shareholders’ meeting. At the annual meeting, the shareholders elected the two individuals nominated to be directors, ratified the appointment of Haynie & Company as the Company's independent registered public accounting firm for the year ending December 31, 2026 and approved certain amendments to the Company's Equity Incentive Plan, to extend the expiration date to October 15, 2035 and to increase the number of shares of stock reserved and available for grant to 10,000,000 shares.

Election results for the nomination of directors are as follows:


		Shares Voted
Name of Nominee		For		Withheld
Bill M. Conrad		7,270,006		1,443,516
Jason D. Reid		7,217,878		1,495,644

Election results for the ratification of the appointment of Haynie & Company as the Company’s independent registered public accounting firm for the year ending December 31, 2026 are as follows:


For		Against		Abstain
9,408,989		604,451		127,980

Election results for the approval of certain amendments to the Company’s Equity Incentive Plan, to extend the expiration date to October 15, 2035 and to increase the number of shares of stock reserved and available for grant to 10,000,000 shares, are as follows:


For		Against		Abstain
5,561,698		3,019,091		132,733

SIGNATURE

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.


Date: May 22, 2026	FORTITUDE GOLD CORPORATION


	By:	/s/ Jason D. Reid
		Jason D. Reid, Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Fortitude Gold Corporation (FTCO) shareholders vote on at the 2026 annual meeting?

Shareholders elected two directors, ratified Haynie & Company as independent auditor for 2026, and approved amendments to the Equity Incentive Plan extending it to October 15, 2035 and increasing reserved shares to 10,000,000, setting the company’s governance and compensation framework.

Were Fortitude Gold Corporation’s director nominees elected at the May 20, 2026 meeting?

Yes. Bill M. Conrad received 7,270,006 shares voted for and 1,443,516 withheld, while Jason D. Reid received 7,217,878 for and 1,495,644 withheld. These results confirm both nominees’ elections to the board for the new term.

Did Fortitude Gold Corporation (FTCO) shareholders approve the 2026 auditor appointment?

Yes. Shareholders ratified Haynie & Company as independent registered public accounting firm for the year ending December 31, 2026, with 9,408,989 votes for, 604,451 against, and 127,980 abstentions, indicating strong support for continuing the existing audit relationship.

What changes were approved to Fortitude Gold’s Equity Incentive Plan?

Shareholders approved amendments extending the plan’s expiration date to October 15, 2035 and increasing the number of shares reserved and available for grant to 10,000,000. The vote totals were 5,561,698 for, 3,019,091 against, and 132,733 abstentions, reflecting majority support.

How many votes supported Fortitude Gold Corporation’s 2026 Equity Incentive Plan amendments?

The amendments received 5,561,698 votes for, 3,019,091 votes against, and 132,733 abstentions. This majority approval allows the company to expand share-based compensation capacity and extend the plan’s life through October 15, 2035 for future equity grants.

Filing Exhibits & Attachments

3 documents