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)
February
21, 2007
CAPITAL
GOLD CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
|
0-13078
|
13-3180530
|
(state
or other juris-
|
(Commission
|
(I.R.S.
Employer
|
diction
of incorporation)
|
File
Number)
|
(Identification
No.)
|
76
Beaver Street, New York, NY
|
10005
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (212)
344-2785
(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 (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
5 - Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
February 21, 2007, our Board of Directors increased its number of members,
as
permitted by our by-laws, from eight to nine members and appointed John
Brownlie, our Chief Operating Officer, a director to fill this ninth spot on
the
Board and to serve in such capacity until his successor is elected. In addition,
the eight existing members of our Board were reelected at out Annual Meeting
of
Stockholders. Please see Section 8 below.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
February 26, 2007, we amended our Certificate of Incorporation to increase
the
authorized number of shares of our common stock from 200,000,000 shares to
250,000,000 shares. This amendment was approved by our stockholders at the
Annual Meeting of Stockholders. Please see Section 8 below.
Section
8 - Other Events
Item
8.01 Other Events.
At
our
Annual Meeting of Stockholders on February 21, 2007, stockholders approved
the
following:
1. The
following eight persons as directors:
|
|
Votes
in Favor
|
|
Votes
Withheld
|
|
Nominees
|
|
of
Nominee
|
|
for
Nominee
|
|
|
|
|
|
|
|
Gifford
A. Dieterle
|
|
|
86,592,223
|
|
|
288,130
|
|
Jack
V. Everett
|
|
|
84,246,082
|
|
|
2,634,271
|
|
Roger
A. Newell
|
|
|
86,623,059
|
|
|
257,294
|
|
Jeffrey
W. Pritchard
|
|
|
86,637,559
|
|
|
242,794
|
|
Robert
Roningen
|
|
|
84,058,271
|
|
|
2,822,082
|
|
Ian
A. Shaw
|
|
|
86,269,310
|
|
|
611,043
|
|
John
Postle
|
|
|
86,668,809
|
|
|
211,544
|
|
Mark
T. Nesbitt
|
|
|
86,645,309
|
|
|
235,044
|
|
2. Ratification
of the selection of Wolinetz, Lafazan & Company, P.C., as our independent
auditors for the year ending July 31, 2007:
For:
86,570,147
|
Against:
121,156
|
Abstain:189,000
|
Broker
Non-Votes: 0
|
3. Amendment
of our Certificate of Incorporation to increase the authorized number of shares
of common stock from 200,000,000 shares to 250,000,000 shares:
For:
82,251,675
|
Against:
4,171,573
|
Abstain:
457,105
|
Broker
Non-Votes: 0
|
4. Ratification
of the Capital Gold Corporation 2006 Equity Incentive Plan:
For:
57,301,038
|
Against:
1,644,129
|
Abstain:
1,582,360
|
Broker
Non-Votes: 26,352,826
|
5. Ratification
and approval of the issuance of certain outstanding options that require
stockholder approval pursuant to the rules of the Toronto Stock
Exchange:
For:
57,767,553
|
Against:
1,443,285
|
Abstain:
1,316,689
|
Broker
Non-Votes: 26,352,826
|
The
proposal to amend our certificate of incorporation in authorize 1,000,000 shares
of preferred stock did not pass. It received the following votes:
For:
39,669,664
|
Against:
19,124,679
|
Abstain:
1,733,134
|
Broker
Non-Votes: 26,352,826
|
Total
shares voted at the meeting: 86,880,353 out of 134,085,854 eligible to
vote.
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.
|
|
|
|
CAPITAL
GOLD
CORPORATION |
|
|
|
February
26, 2007 |
By: |
s/Christopher
M.
Chipman |
|
Christopher
M. Chipman, Chief
Financial Officer |
|
|