Paramount Gold Nevada Corp. (NYSE: PZG) holders approve 2025 meeting proposals

Rhea-AI Filing Summary

Paramount Gold Nevada Corp. reported the results of its 2025 Annual Stockholders’ Meeting, held in virtual format. Stockholders representing 46,146,357 of 78,338,726 shares entitled to vote, or 58.91%, were present. All seven director nominees were elected, with approval percentages ranging from 93.56% to 98.97%.

Stockholders ratified the appointment of Baker Tilly USA, LLP as independent registered public accountants for the year ended June 30, 2026, with 96.57% approval. They also approved, on an advisory basis, the compensation of Named Executive Officers with 95.82% support. For the advisory vote on the frequency of future executive compensation votes, support was highest for a three-year frequency, which received 56.45% of votes cast versus 36.83% for one year. In addition, stockholders approved amendments to the Company’s 2016 Stock Incentive and Equity Compensation Plan, with 70.68% of votes cast in favor.

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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 11, 2025

Paramount Gold Nevada Corp.

(Exact name of Registrant as Specified in Its Charter)

Nevada			001-36908	98-0138393
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
665 Anderson Street
Winnemucca, Nevada				89445
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 775 625-3600

(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, $0.01 Par Value Per Share		PZG		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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Paramount Gold Nevada Corp. (the “Company”) held its 2025 Annual Stockholders’ Meeting on December 11, 2025, in a virtual format (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved amendments to the 2016 Stock Incentive and Equity Compensation Plan (the “Plan”). A description of the material terms of the amendments to the Plan was included in the Company’s proxy statement for the Annual Meeting filed by the Company with the Securities and Exchange Commission (the “SEC”), on October 28, 2025, which descriptions are incorporated herein by reference. Such description of the amendment to the Plan and Plan as so amended are qualified in their entirety by the terms of that amendment and the Plan as so amended, respectively. A composite copy of Plan that gives effect to the amendment is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

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

The Company held its Annual Meeting on December 11, 2025. Of the 78,338,726 shares outstanding and entitled to vote at the meeting, 46,146,357 shares of common stock or 58.91% were voted.

At the Annual Meeting, the stockholders of the Company were asked to consider and vote on five proposals. The election results for each proposal were as follows:

Proposal #1: Election of Directors

The stockholders elected the following seven individuals to the Company’s Board of Directors for a one-year term expiring at the 2026 Annual General Meeting. The voting results were as follows:

		For		Withheld		Broker Non-Votes		Approval Percentage (1)
Rudi Fronk		27,000,820		1,644,830		17,500,707		94.26%
Rachel Goldman		26,992,771		1,652,879		17,500,707		94.23%
John Carden		26,800,622		1,845,028		17,500,707		93.56%
Christopher Reynolds		27,058,318		1,587,332		17,500,707		94.46%
Eliseo Gonzalez-Urien		27,008,530		1,637,120		17,500,707		94.28%
Pierre Pelletier		27,018,187		1,627,463		17,500,707		94.32%
Samantha Espley		28,351,803		293,847		17,500,707		98.97%

Proposal #2: Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Baker Tilly USA, LLP as the Company’s independent registered public accountants for the year ended June 30, 2026. The voting results were as follows:

For		Against		Abstain		Approval Percentage (1)
44,564,352		1,573,698		8,307		96.57%

Proposal #3: Advisory Vote on Executive Compensation

The stockholders approved, on an advisory basis, the compensation paid to Named Executive Officers. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes		Approval Percentage (1)
27,446,188		562,675		636,787		17,500,707		95.82%

Proposal #4: Advisory Vote on the Frequency of Stockholder Advisory Votes to Approve the Executive Compensation

The stockholders approved an advisory resolution on the frequency of future advisory votes on executive compensation. The voting results were as follows:

3 Year		Percentage(1)		2 Year		Percentage(1)		1 Year		Percentage(1)		Abstain		Broker Non-Votes
16,171,817		56.45%		921,029		3.22%		10,550,033		36.83%		1,002,771		17,500,707

Proposal #5: Approval to the Amendment of the Company's 2016 Stock Incentive & Equity Compensation Plan

The stockholders approved the amendment to the 2016 Stock Incentive and Compensation Plan. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes		Approval Percentage (1)
20,247,339		7,562,965		835,346		17,500,707		70.68%

(1) Percentage of votes cast for the nominee or proposal.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
10.1		Paramount Gold Nevada Corp. 2016 Stock Incentive and Compensation Plan, as amended.
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.

			Paramount Gold Nevada Corp.
Date:	December 15, 2025	By:	/s/ Carlo Buffone
			Carlo Buffone, Chief Financial Officer

FAQ

What did Paramount Gold Nevada Corp. (PZG) report in this 8-K?

Paramount Gold Nevada Corp. reported the results of its 2025 Annual Stockholders’ Meeting, including director elections, auditor ratification, advisory votes on executive compensation and its frequency, and approval of amendments to the 2016 Stock Incentive and Equity Compensation Plan.

How many Paramount Gold Nevada (PZG) shares were represented at the 2025 Annual Meeting?

At the meeting, 46,146,357 shares of common stock were voted out of 78,338,726 shares outstanding and entitled to vote, representing 58.91% of the eligible shares.

Were all Paramount Gold Nevada (PZG) director nominees elected in 2025?

Yes. Stockholders elected seven directors—including Rudi Fronk and Samantha Espley—to one-year terms expiring at the 2026 Annual General Meeting. Approval levels ranged from 93.56% to 98.97%, with Samantha Espley receiving 98.97% approval.

How did Paramount Gold Nevada (PZG) stockholders vote on executive compensation?

On an advisory basis, stockholders approved compensation for Named Executive Officers with 27,446,188 votes for, 562,675 against, and 636,787 abstentions, plus 17,500,707 broker non-votes, corresponding to a 95.82% approval percentage of votes cast.

What frequency of say-on-pay votes received the most support at Paramount Gold Nevada (PZG)?

For the advisory vote on how often to hold future executive compensation votes, the three-year frequency option received 16,171,817 votes, or 56.45% of votes cast. The one-year option received 10,550,033 votes, or 36.83%, and the two-year option received 921,029 votes, or 3.22%.

Did Paramount Gold Nevada (PZG) stockholders approve changes to the 2016 Stock Incentive and Equity Compensation Plan?

Yes. Stockholders approved amendments to the 2016 Stock Incentive and Equity Compensation Plan with 20,247,339 votes for, 7,562,965 against, and 835,346 abstentions, plus 17,500,707 broker non-votes, reflecting a 70.68% approval percentage of votes cast.

Which audit firm did Paramount Gold Nevada (PZG) stockholders ratify for the year ended June 30, 2026?

Stockholders ratified Baker Tilly USA, LLP as the independent registered public accounting firm for the year ended June 30, 2026, with 44,564,352 votes for, 1,573,698 against, and 8,307 abstentions, an approval percentage of 96.57%.