Thunder Mountain Gold (THMG) cuts quorum threshold and confirms 2026 board, auditor

Rhea-AI Filing Summary

Thunder Mountain Gold, Inc. reported changes to its corporate governance and the results of its 2026 annual shareholder meeting. On January 28, 2026, the board amended the company’s Bylaws to reduce the quorum requirement for shareholder meetings from a majority of outstanding shares to one-third of outstanding shares entitled to vote, represented in person or by proxy.

At the annual meeting, shareholders elected all four director nominees to serve until the 2027 annual meeting or until successors are elected and qualified, with each receiving more than 95% of votes cast. Shareholders also ratified the appointment of Assure CPA, LLC as the independent registered public accounting firm for the 2026 fiscal year, with 32,815,156 votes for, 12,550 against, and 3,500 abstentions, representing 99.95% of shares present. A total of 32,831,206 shares were represented at the meeting out of 93,255,579 shares of common stock outstanding as of the December 9, 2025 record date, constituting a quorum.

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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): January 28, 2026

THUNDER MOUNTAIN GOLD, INC.
(Exact name of registrant as specified in its charter)

Idaho	001-08429	91-1031075
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

11770 W. President Drive, Ste. F
Boise, Idaho, United States 83713
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (208) 658-1037

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: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Stock, $0.001 par value		THMG		OTCQB

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. ☐

Section 5 - Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 28, 2026, prior to the annual meeting of shareholders, the Board of Directors (the "Board") of Thunder Mountain Gold, Inc. (the "Corporation" or "Company") approved an amendment to the Corporation's Bylaws (the "Bylaws"), effective as of that date.  The sole purpose of the amendment is to amend Section 2.6 of the Bylaws, related to the quorum requirements of the meetings of shareholders, from a majority of the outstanding shares of the Corporation entitled to vote, to one-third (1/3) of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy.

The foregoing summary of the amendments to the Corporation's Bylaws is qualified in its entirety by reference to the amended and restated text of Section 2.6 of the Bylaws, a copy of which is filed as Exhibit 3.2 to the Current Report on Form 8-K and is incorporated herein by reference. 

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company's Annual Meeting of Shareholders (the "Annual Meeting") was held on January 28, 2026, pursuant to a definitive notice and proxy statement filed with the Securities and Exchange Commission on December 23, 2025. The Company's shareholders approved two proposals at their Annual Meeting. Descriptions of each of the proposals voted upon at the Annual Meeting are contained in the definitive proxy statement.  At the close of business on December 9, 2025, the record date of the Annual Meeting, there were issued and outstanding 93,255,579 shares of Common Stock entitled to vote.  The holders of a total of 32,831,206 shares of common stock were present at the Annual Meeting, either in person or by proxy, which constituted a quorum for purposes of the Annual Meeting.

The Proposals and results are as follows:

Proposal 1 - To elect the Company's Board of Directors to serve until the Company's 2027 Annual Meeting of Shareholders or until successors are duly elected and qualified. The voting results for Proposal 1 are as follows:

Name of Candidate		For		Withheld		Voted % For Present Proxies
Eric T. Jones		28,566,049		1,262,476		95.77%
Ralph Noyes		29,467,849		360,676		98.79%
Doug Glaspey		29,457,349		371,176		98.76%
James A. Sabala		29,453,249		375,276		98.74%

Proposal 2 - To ratify the appointment of Assure CPA, LLC as the Company's independent registered public accounting firm for the fiscal year of 2026.  The voting results for Proposal 2 are as follows:

Shares Voted
For		Against		Abstentions		Voted % Present
32,815,156		12,550		3,500		99.95%

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

3.2	Section 2.6 of the Bylaws of Thunder Mountain Gold, Inc.
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.

THUNDER MOUNTAIN GOLD, INC.

                      (Registrant)

  By: /s/ ERIC T. JONES

        Eric T. Jones

        President and Chief Executive Officer

        Date:  February 2, 2026

FAQ

What corporate governance change did Thunder Mountain Gold (THMG) approve in this 8-K?

Thunder Mountain Gold’s board amended its Bylaws to lower the shareholder meeting quorum requirement from a majority of outstanding shares to one-third of outstanding shares entitled to vote, represented in person or by proxy. This change applies to future shareholder meetings starting January 28, 2026.

How many Thunder Mountain Gold (THMG) shares were outstanding and represented at the 2026 annual meeting?

Thunder Mountain Gold had 93,255,579 shares of common stock outstanding and entitled to vote as of December 9, 2025. At the January 28, 2026 annual meeting, 32,831,206 shares were present in person or by proxy, which the company states constituted a quorum.

Were Thunder Mountain Gold (THMG) directors re-elected at the 2026 annual meeting and by what margins?

Shareholders re-elected directors Eric T. Jones, Ralph Noyes, Doug Glaspey, and James A. Sabala to serve until the 2027 annual meeting or until successors are elected. Each director received at least 95.77% of votes cast by shares present or represented by proxy at the meeting.

Which audit firm did Thunder Mountain Gold (THMG) shareholders ratify for fiscal 2026?

Shareholders ratified Assure CPA, LLC as Thunder Mountain Gold’s independent registered public accounting firm for the fiscal year 2026. The proposal received 32,815,156 votes for, 12,550 against, and 3,500 abstentions, representing 99.95% of the shares present and entitled to vote on the matter.

What is the significance of the new one-third quorum for Thunder Mountain Gold (THMG) shareholder meetings?

The new quorum rule means future shareholder meetings can proceed if one-third of outstanding shares entitled to vote are represented in person or by proxy, instead of requiring a majority. This can make it easier to conduct meetings and complete shareholder votes when participation levels are lower.

When was Thunder Mountain Gold’s (THMG) 2026 annual meeting held and what documents guided it?

The 2026 annual meeting of Thunder Mountain Gold shareholders was held on January 28, 2026. It was conducted pursuant to a definitive notice and proxy statement that the company filed with the SEC on December 23, 2025, which described the proposals submitted to shareholders.