FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private
Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of
April, 2019
Commission File
Number 001-31522
Eldorado Gold Corporation
(Translation of registrant's name into English)
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1188-550 Burrard Street
Bentall 5
Vancouver, B.C.
Canada V6C 2B5 (Address of
principal executive offices)
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Indicate by check
mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
Form 20-F....[
]..... Form
40-F...[.X.]...
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Note:
Regulation S-T Rule 101(b)(1) only permits the submission
in paper of a Form 6-K if submitted solely to provide an
attached annual report to security holders.
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____
Note:
Regulation S-T Rule 101(b)(7) only permits the submission
in paper of a Form 6-K if submitted to furnish a report or
other document that the registrant foreign private issuer must
furnish and make public under the laws of the jurisdiction in which
the registrant is incorporated, domiciled or legally organized (the
registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded,
as long as the report or other document is not a press release, is
not required to be and has not been distributed to the registrant's
security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission
filing on EDGAR.
Indicate by check
mark whether by furnishing the information contained in this Form,
the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange
Act of 1934.
Yes [
] No [ X ]
If "Yes" is marked,
indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
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, thereunto duly authorized.
Date: April 1,
2019
|
ELDORADO GOLD CORPORATION
/s/ Karen
Aram
Karen Aram,
Corporate Secretary
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Exhibits
99.2 Letter to
Shareholders
99.3 Management Proxy
Circular
NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS
WHEN
Thursday, May 2, 2019 at 3:00p.m. Pacific time
WHERE
Terminal City Club
Skidmore Room
837 West Hastings Street
Vancouver, BC V6C 1B6
ITEMS OF BUSINESS:
1. Receive
our 2018 annual audited financial statements
2. Elect
eight directors for the coming year
3. Re-appoint
KPMG as auditor for the coming year
4. Authorize
the directors to set the auditor’s pay
5. Approve
a non-binding advisory resolution on executive
compensation
YOUR VOTE IS IMPORTANT
You are entitled to receive this notice vote at our 2019 and Annual
Meeting of Shareholders (“2019 Annual Meeting”) if you
owned common shares of Eldorado Gold Corporation (Eldorado or
“the Company”) as of the close of business on March 18,
2019 (“the record date” for the 2019 Annual
Meeting).
NOTICE-AND-ACCESS
We are using notice-and-access procedures to deliver our 2019
meeting materials to shareholders. You are receiving this notice
with information on how you can access the Circular electronically,
along with a proxy – or, in the case of non-registered
shareholders, a voting instruction form – by which to vote at
the meeting or submit your voting instructions.
The Circular, Form of Proxy, Annual Return Card, shareholder
letter, Annual Audited Consolidated Financial Statements and
associated Management’s Discussion and Analysis
(“MD&A”) are available on our website
(www.eldoradogold.com/shareholder-materials)
as of April 1, 2019 and will remain on
the website for one full year. You can also access the meeting
materials through our public filings on the SEDAR website
(www.sedar.com)
and the United States Securities and Exchange Commission
(“SEC”) website (www.sec.gov),
under Eldorado’s name.
The Circular contains important information about the meeting and
the Company. We encourage and remind you to access and review the
Circular prior to voting.
ELDORADO GOLD
2019 NOTICE OF THE ANNUAL MEETING OF
SHAREHOLDERS
The Company will mail paper copies of the meeting materials to
those shareholders who had previously elected to receive paper
copies. All other shareholders will receive this notice along with
a form of proxy or voting instruction form, as applicable. If you
received this notice and want to obtain paper copies of the full
meeting materials, they can be requested, without charge, by
contacting us as follows:
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information@eldoradogold.com
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1 604 687 4018 or 1 888 353 8166 (toll-free)
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1 604 687 4026
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1188 Bentall 5, 550 Burrard Street, Vancouver, BC V6C
2B5
Attention: Corporate Secretary
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To receive the Circular in advance of the proxy deposit date and
meeting date, requests for printed copies must be received at least
five business days in advance of the proxy deposit date and time
set out in the accompanying proxy or voting instruction
form.
Shareholders are able to request future copies of the annual
audited Consolidated Financial Statements and MD&A and/or
interim consolidated financial report and MD&A by marking the
appropriate box on the annual return card included with this
notice, as applicable. All registered shareholders will receive the
annual audited Consolidated Financial Statements and
MD&A.
SUBMITTING YOUR VOTE
If you are a registered shareholder and are unable to attend the
meeting, please complete the enclosed form of proxy and return it
as soon as possible. To be valid, proxies must be returned by
3:00p.m. on Tuesday, April 30, 2019 to our transfer agent
at:
Computershare Trust Company of Canada
8th Floor, 100 University Avenue
Toronto, ON M5J 2Y1
You may also vote by telephone or internet by following the
instructions on your proxy.
If you are a non-registered shareholder, you should follow the
instructions on your voting instruction form in order to submit
your voting instructions to your intermediary or its agent. You
should submit your voting instructions to your intermediary or its
agent as instructed as soon as possible, so that your intermediary
or its agent has sufficient time to submit your vote prior to the
voting deadline of 3:00p.m. on Tuesday, April 30,
2019.
If you have any questions or need
assistance completing your form of proxy or voting instruction
form, please contact Kingsdale Advisors by telephone at 1 877 657
5856 toll-free in North America or 1 416 867 2272 outside of North
America or by email at (contactus@kingsdaleadvisors.com).
By order of the Board,
“Karen Aram”
Karen Aram
Corporate Secretary
Vancouver, BC
March 18, 2019
ELDORADO GOLD
2019 NOTICE OF THE ANNUAL MEETING OF
SHAREHOLDERS
LETTER FROM THE CHAIR OF THE BOARD AND PRESIDENT &
CEO
Dear Fellow Shareholders,
On
behalf of the Board of Directors of Eldorado Gold Corporation, we
are pleased to invite you to our 2019 Annual Meeting of
Shareholders, which will take place on Thursday, May 2, 2019 at
3:00p.m. (Pacific time) in the Skidmore Room of the Terminal City
Club, located at 837 West Hastings Street, Vancouver,
BC.
Attached
is the Notice of Meeting of Shareholders and the Management Proxy
Circular. In addition to the normal course items (election of
directors and appointment of auditors), we will be asking our
shareholders to consider and approve, on a non-binding and advisory
basis, our approach to executive compensation. This was a key focus
for the Compensation Committee in 2018 as they worked to further
align pay and performance. The meeting
will
also provide an opportunity to provide an update on
Eldorado’s business plan.
EXECUTIVE COMPENSATION & GOVERNANCE
At
our 2018 Annual and Special Meeting of Shareholders, our
shareholders voted over 90% in favour of our refreshed approach to
executive compensation. We believe this was a result of listening
carefully to your feedback and making meaningful changes in
executive compensation to directly link pay for performance. We
continued to refine our approach
to
executive compensation and governance during the year, by making
the following changes.
✓
A stringent compensation review to strongly align
executive pay and performance
✓
A change in Compensation Committee composition,
including the addition of George Albino and Teresa
Conway
✓
Reduced overall Board cost through reducing Board
size, reducing Committee Chair fees and changing to a fixed annual
retainer fee beginning in 2019
✓
Reduced CEO long-term incentives by 40% in
addition to the 80% reduction the prior year, and executive
long-term incentives by 20% in addition to the 30% reduction the
prior year
✓
Adopted a Shareholder Engagement Policy and
increased shareholder engagement and outreach by the Board and
senior management
✓
Adopted a Gender Diversity Policy and joined the
30% Club Canada, which encourages gender balance at all levels of
organizations
✓
Adopted enhanced Corporate Governance
Guidelines
✓
Strengthened the senior management team through
the appointment of Philip Yee as EVP and CFO, and Timothy Garvin as
EVP and General Counsel
As
a Board, we are committed to remaining abreast of best
practices in
corporate governance and executive compensation. We will
continue to monitor developments in this area in order to
reflect this in our decision- making going forward. The Board
encourages you to consider the changes that we have made in 2018
and to vote FOR
the Company’s approach to
executive
compensation.
ELDORADO
GOLD
PROXY 2019
With
long-term shareholder value creation top of mind,
we
turn our sights to building on our solid foundation
and
growing
our business in a responsible manner.
2018 YEAR IN REVIEW
Despite
a solid operational year where we exceeded our production goals by
12% and kept costs in line with guidance, the Company’s
equity performance was overshadowed by a decreasing gold price,
global geopolitical uncertainty, concerns over the financing
environment for companies like Eldorado, and
a
shift in market sentiment towards rewarding short-term results and
free cash flow. Our share price performance over this period was
disappointing, particularly as our global teams successfully
executed on achieving a number of key milestones we set out for
ourselves in 2018.
These
included progressing key development projects – including
construction at Lamaque and determining feasibility of the
Kışladağ Mill – all while operating safely and
responsibly. Our teams worked hard to reduce our
long-term
injury frequency rate, which was down 21% in 2018, and had no
reportable environmental incidents. Through a lot of effort and
diligence, we continue to make strides in establishing a culture of
working safely.
During
the year, we significantly advanced development at Lamaque, pouring
first gold from the refurbished Sigma Mill in December. The project
is on track to declare commercial production in Q1
2019.
At
Kışladağ, we focused on advancing feasibility of a
mill, completing a technical study in March and a feasibility study
in October. Based on the feasibility study, the Board made the
decision to advance construction of the Kışladağ
Mill Project in late Q3.
We
had previously declared the start of commercial production at
Olympias as of December 31, 2017, making 2018 the mine’s
first year contributing to Eldorado’s operating results.
After progressive improvements in Q1 and Q2, permitting delays
which led to late commissioning of the paste backfill plant
resulted in out-of-sequence mining, leading to a non-optimal
ore
blend.
This in turn caused issues with metal recovery and concentrate
quality. We anticipate improvements over the course of
2019.
We ended the year in a solid financial position,
with total liquidity of approximately $543 million, including $293
million in cash, cash equivalents and term deposits and $250
million in an undrawn line of credit. The strength of our balance
sheet, underpinned by a steady base of cash producing operations,
positions us to continue to make decisions to create value
for our shareholders.
ENHANCED MANAGEMENT TEAM
The
success of our Company is dependent on the strength of our
leadership and the capability of our global teams. We enhanced
capacity in several key positions in 2018 in order to strengthen
our leadership skill set. In particular, we appointed two new EVPs
during the year. Tim Garvin joined the Company as EVP & General
Counsel in February and Phil Yee joined us as EVP & CFO in
September. Tim has extensive international experience in legal
management roles
advising companies in mining and oil and gas. Phil brings over 25
years’ experience in the mining industry, financial
management and reporting, financial and operational recovery,
mergers and acquisitions, international risk management and
strategy development to Eldorado. He was previously EVP & CFO
at Kirkland Lake Gold.
PATH FORWARD: 2019 OUTLOOK
We
have had a strong start to 2019, with the January 31 announcement
of our amended plans at Kışladağ to suspend
advancement of the mill project in favour of resuming heap
leaching. Our decision was based on results from metallurgical
testwork received in Q4 2018 that indicated significantly improved
recoveries from longer heap leach cycles.
We
expect to recommence activities at Kışladağ in Q2
2019, and together with expected progress at Olympias and
commercial production from Lamaque, transition the Company into
generating free cash flow this year, and further strengthen our
balance sheet.
With
long-term shareholder value creation top of mind, we turn our
sights to
building on our solid foundation and growing our business in a
responsible manner. We believe that higher gold prices, increased
production, continued resource conversion, and expansion
possibilities requiring modest capital outlay at our current
operations will create stronger equity returns for our shareholders
in 2019.
YOUR VOTE IS IMPORTANT
Your
participation as a shareholder is important to us. The Management
Proxy Circular contains important information; please familiarize
yourself with some of the key changes we’ve made before you
decide how to vote your shares. We
ask that you exercise your vote in person or by submitting your
proxy or voting instruction form ahead of the proxy cut-off
deadline (Tuesday, April 30, 2019, 3:00p.m. Pacific
time).
We
thank you for your continued support of Eldorado Gold, and look
forward to seeing you at the 2019 Annual Meeting of
Shareholders.
Sincerely,
“George
Albino” “George
Burns”
George
Albino
George Burns
Chair of the Board President
& Chief Executive Officer
This regulatory filing also includes additional resources:
ego_ex993.pdf
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