[8-K] i-80 Gold Corp. Reports Material Event

Rhea-AI Filing Summary

i-80 Gold Corp. (NYSE American: IAUX; TSX: IAU) filed a Form 8-K to disclose the results of its 17 June 2025 annual and special shareholder meeting held in Toronto.

Key outcomes:

• Board size fixed at seven directors (For 232.3 million; Against 2.4 million; Abstain 0.7 million; one broker non-vote).
• Election of all seven director nominees with support ranging from 138.5 million to 169.9 million votes “For”; broker non-votes totalled 59.6 million for each nominee.
• Grant Thornton LLP (USA) re-appointed as auditors until the next annual meeting (For 233.8 million; Withheld 1.6 million; 3 broker non-votes).
• Advance Notice Policy approved (For 150.0 million; Against 22.5 million; Abstain 3.4 million; 59.6 million broker non-votes).

The company subsequently issued a press release (Exhibit 99.1) summarising these results. No financial statements, earnings information, or transactional disclosures accompanied the filing.

Overall, the voting shows broad shareholder support for existing governance structures and management recommendations. Because the items were routine governance matters, the filing does not signal any immediate financial or strategic changes.

Insights

Corporate Governance Expert

TL;DR: Routine meeting; all governance proposals passed, reaffirming board and auditor with strong majorities.

The shareholder meeting delivered predictable outcomes: the board was fixed at seven members, all nominees were elected, and Grant Thornton LLP retained as external auditor. Voting support above 85 % for every proposal indicates limited shareholder dissent and stable governance. Approval of the Advance Notice Policy tightens nomination timelines, potentially reducing activist surprise but aligning with common Canadian best practices. From a governance perspective, the company maintains continuity and mitigates procedural risk. No material red flags appeared in the results.

Portfolio Manager

TL;DR: Neutral event; high support signals stability, but no direct valuation impact.

Investors received confirmation that strategic control remains unchanged. Director and auditor approvals are standard yearly items; the decisive ‘For’ votes suggest investor confidence in management, yet they do not influence revenue, reserve growth, or cost structure. The Advance Notice Policy may deter short-notice proxy contests, marginally strengthening management’s position. Overall, today’s disclosure neither improves nor degrades the investment thesis and is unlikely to move the stock.

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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: June 17, 2025 (Date of earliest event reported)

i-80 GOLD CORP.

(Exact Name of Registrant as Specified in Its Charter)

British Columbia		001-41382		N/A
(State of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification)

5190 Neil Road, Suite 460, Reno, Nevada United States 89502

(Address of principal executive offices) (Zip Code)

(775) 525-6450

(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
Common Shares		IAUX		NYSE American LLC
		IAU		Toronto Stock Exchange

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).

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 17, 2025, the Company held its annual and special meeting (the “Meeting”) of the shareholders of the Company at the offices of Bennett Jones LLP at One First Canadian Place, 100 King St. West, Suite 3400, Toronto, Ontario, M5X 1A4. At the Meeting, the shareholders approved each of the following proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on May 2, 2025:

Proposal 1:

The Company’s shareholders approved the setting of the number of directors of the Company at seven. The results of the vote were as follows:

Vote Type		Number of Votes
For		232,309,629
Against		2,387,505
Abstain		741,186
Broker Non-Votes		1

Proposal 2:

Each of the nominees set forth in the Company’s Definitive Proxy Statement were elected as directors to serve until the next annual meeting of shareholders, or until their respective successors are elected or appointed. The following table sets forth the vote of the shareholders at the Meeting with respect to the election of directors:

Director		Vote Type		Number of Votes
Ron Clayton		For		166,403,289
		Withheld		9,435,085
		Broker Non-Votes		59,599,947
Richard Young		For		169,960,265
		Withheld		5,878,110
		Broker Non-Votes		59,599,946
John Begeman		For		148,867,932
		Withheld		26,970,442
		Broker Non-Votes		59,599,947
John Seaman		For		138,514,480
		Withheld		37,323,893
		Broker Non-Votes		59,599,948
Eva Bellissimo		For		143,483,907
		Withheld		32,354,466
		Broker Non-Votes		59,599,948
Arthur Einav		For		147,774,404
		Withheld		28,063,970
		Broker Non-Votes		59,599,947
Cassandra Joseph		For		162,123,576
		Withheld		13,714,797
		Broker Non-Votes		59,599,948

Proposal 3:

The Company’s shareholders approved the appointment of Grant Thornton LLP (USA) as auditors of the Company to hold office until the close of the next annual meeting of shareholders of the Company. The results of the vote were as follows:

Vote Type		Number of Votes
For		233,816,644
Withheld		1,621,674
Broker Non-Votes		3

Proposal 4:

The Company’s shareholders approved an ordinary resolution, the full text which is set forth in the Company’s Definitive Proxy Statement, approving the Company’s Advance Notice Policy. The results of the vote were as follows:

Vote Type		Number of Votes
For		149,954,512
Against		22,492,775
Abstain		3,391,087
Broker Non-Votes		59,599,947

Item 9.01 Financial Statements and Exhibits

On June 17, 2025, the Company issued a press release announcing the voting results from the Meeting. The press release is attached hereto as Exhibit 99.1.

The information contained in the press release attached hereto is being furnished and 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 liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1922, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release dated June 17, 2025, issued by i-80 Gold corp. relating to voting results from its annual and special meeting.
104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are 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.

Dated: June 24, 2025				i-80 GOLD CORP.
				By:		/s/ Ryan Snow
						Ryan Snow
						Chief Financial Officer

FAQ

What proposals did i-80 Gold (IAUX) shareholders approve on 17 June 2025?

Shareholders approved fixing the board at seven directors, elected all seven nominees, re-appointed Grant Thornton LLP as auditor, and adopted an Advance Notice Policy.

How many votes supported the IAUX board size resolution?

232,309,629 votes were cast in favour of setting the number of directors at seven.

Which auditor was re-appointed by i-80 Gold shareholders?

Grant Thornton LLP (USA) was re-appointed with 233,816,644 votes in favour.

What is i-80 Gold's new Advance Notice Policy?

The policy, approved by shareholders, sets procedural requirements for nominating directors in advance of future meetings.

Were there any broker non-votes recorded?

Yes, approximately 59.6 million broker non-votes were recorded for each director election and the Advance Notice Policy resolution.