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 earliest event reported:  September 4, 2008

 

 

 

 

 

(604) 261-2229

(Registrant’s Telephone Number, including Area Code)

N/A  

(Former name or 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:

 

 

 

 

 

Item 5.02. Appointment of Officers; Departure of Director

 

Appointment of Officers

 

On September 5, 2008, the Company’s Board of Directors, at a meeting called with proper notice and quorum present, appointed the following persons as officers of the Company. (Except as noted, officers are continuing in the offices which they previously held.)

 

 

Each officer is to hold office until his or her successor shall have been duly elected and qualified.

 

The Company’s Board of Directors has determined that the officers of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the executive officers of the Company as that term is defined in Rule 3b-7 under such Act, shall include, and shall be limited to:

 

John L. Key – Principal Executive Officer

 

Michael Longinotti – Principal Financial and Accounting Officer

The Company is not aware of any family relationships, by blood, marriage, or adoption, between these officers and any other director, executive officer, or other nominees. The Company knows of no transactions involving the Company during the last two years in which these officers had a direct or indirect interest.

Departure of Director

On September 4, 2008, Mr. Anthony Ker, who was not nominated and did not stand for re-election at the Company’s annual general meeting of shareholders, ceased to be a director to the Company. The Company’s Board of Directors has been reduced, pursuant to its bylaws, to four directors. Mr. Ker’s departure was not the result of a disagreement between the Company and Mr. Ker.

On September 4, 2008, Mr. Richard Hughes, who was not nominated and did not stand for re-election at the Company’s annual general meeting of shareholders, ceased to be a director to the Company. Mr. Hughes’ departure was not the result of a disagreement between the Company and Mr. Hughes.

 

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Item 8.01. Other Events

 

Results of Annual General Meeting of Shareholders  

 

On September 4, 2008, Gryphon Gold Corporation held its annual general meeting of shareholders at the Vancouver Club, 915 West Hastings Street, Vancouver, BC, at 2:00PM. Shareholders representing 23,039,943 shares or 37.3% of the shares authorized to vote (61,777,065) were present in person or by proxy, representing a quorum for the purposes of the annual meeting. The shareholders approved the following:

 

Proxies were solicited under the proxy statement filed with the Securities and Exchange Commission on August 7, 2008. Each nominee for director was elected, and each proposal was approved by the Shareholders.

 

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.

 

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