Not independent
Tenure on this board
6.0 yrs
5 nominees · 5 ballot items.
Shareholders will vote on the election of five directors, ratification of KPMG LLP as independent auditor, advisory approval of executive compensation, approval of the 2026 Equity Incentive Plan, and authorization to adjourn the Annual Meeting to solicit additional proxies.
Elect Ryan Melsert, Elizabeth Lowery, Susan Yun Lee, D. Richard (Rick) Fezell, and Lavanya Balakrishnan to serve as directors until their successors are elected and qualified.
Ratify the Audit Committee's appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2027.
Approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the proxy statement.
The proposal asks shareholders to approve the Company’s overall named executive officer compensation on a non-binding advisory basis. It does not seek approval of any individual salary, bonus, equity award, or employment agreement. Instead, the vote covers the compensation philosophy, policies, practices, and disclosed amounts described in the proxy statement. Management frames the program as emphasizing pay-for-performance and alignment between executives and shareholders. The Company states that executive rewards are tied substantially to specific financial and strategic performance goals. It also highlights equity incentives as a mechanism for providing long-term alignment with stockholders. The advisory nature means the vote will not bind the Board or Compensation Committee, but the Company says the result will inform compensation decisions for the remainder of 2026 and future years. The proposal is notable in light of the substantial 2026 compensation disclosed for CEO Ryan Melsert and other executives, including significant stock and option awards. The Board recommends a FOR vote because it believes the compensation program supports recruitment, retention, performance incentives, and shareholder alignment.
Approve the American Battery Technology Company 2026 Equity Incentive Plan, which initially reserves 10,000,000 shares for equity awards and provides for annual automatic share-reserve increases through 2036.
The proposal asks shareholders to approve the Company’s 2026 Equity Incentive Plan. The plan initially authorizes 10,000,000 shares of common stock for stock options, stock appreciation rights, restricted stock, RSUs, performance awards, and other equity awards. It also includes an automatic annual share-reserve increase equal to 15% of the prior year-end outstanding shares for ten years from 2027 through 2036, subject to the Board’s ability to reduce an increase. The Company argues that its existing award capacity is insufficient for current and future compensation needs. Management cites recruitment and retention, executive and employee alignment with shareholders, cash conservation, and the continued use of equity for director and employee compensation. The proposal is especially significant because the Company reports a three-year average equity burn rate of 18.14% and projected post-approval potential overhang of 19.74%. The plan gives the Board or a committee broad authority over award terms, vesting, performance conditions, repricing subject to applicable limitations, and treatment in corporate transactions. Non-employee director awards and cash compensation are subject to an annual aggregate limit of $500,000, or $750,000 in the first year of service. The plan is subject to clawback provisions and will become effective only if shareholders approve it, while the Board recommends voting FOR because it believes the reserve may support awards for approximately ten years and is necessary to maintain the Company’s compensation strategy.
Authorize the proxy holders to adjourn or postpone the Annual Meeting to a later date or dates if necessary to solicit additional proxies when there are insufficient votes to approve one or more proposals.
The proposal asks shareholders to authorize adjournment or postponement of the Annual Meeting when there are insufficient votes to approve one or more other proposals. It would permit proxy holders designated by the Board to vote for an adjournment to another time and place. The stated purpose is to provide additional time to solicit proxies supporting the pending proposals. The Company expressly notes that additional solicitation could target shareholders who previously voted against a proposal. If approved, the meeting could be adjourned without first voting on proposals that appear unlikely to receive the required support. The length of any adjournment would depend on the circumstances and would be determined by the Company. A meeting adjourned for more than 60 days would require formal notice to shareholders. Management argues that the authority would protect shareholders’ interests by allowing the Company to obtain sufficient votes rather than allowing a proposal to fail because of inadequate participation. The proposal is routine and does not itself approve any substantive governance, audit, compensation, or equity-plan matter. The Board recommends voting FOR the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 7.43% | 10,588,130 | $30M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.04% | 5,764,052 | $16M |
| 3 | BlackRock, Inc. | 3.82% | 5,452,898 | $15M |
| 4 | BlackRock, Inc. | 2.87% | 4,096,911 | $12M |
| 5 | MILLENNIUM MANAGEMENT LLC | 2.78% | 3,967,892 | $11M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.05% | 2,923,854 | $8M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 1.01% | 1,436,063 | $4M |
| 8 | NORTHERN TRUST CORP | 0.89% | 1,273,125 | $4M |
| 9 | MORGAN STANLEY | 0.80% | 1,134,547 | $3M |
| 10 | CITADEL ADVISORS LLC | 0.78% | 1,118,839 | $3M |
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