9 nominees · 3 ballot items.
Stockholders will vote to elect nine directors, to approve, on a non-binding advisory basis, the company’s executive compensation (Say-on-Pay), and to ratify Deloitte LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
The election of nine directors to serve until the 2027 annual meeting (each director elected individually).
A non-binding advisory 'Say-on-Pay' vote asking stockholders to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management-sponsored proposal asks shareholders to provide a non-binding advisory approval of the Company’s executive compensation as disclosed in the proxy statement for fiscal year 2025. Management seeks this advisory vote to obtain stockholder feedback on the Compensation and Nominating Committee’s pay decisions and to demonstrate alignment between executive incentives and shareholder interests. The Company’s 2025 compensation program for Named Executive Officers combines base salary, short-term cash incentives and long-term equity incentives (a mix of time-based RSUs and performance share units (PSUs)), with PSU payouts tied to relative Total Shareholder Return (rTSR) versus constituents of the S&P/TSX Equal Weight Global Base Metals Index over a three-year performance period. The Board emphasizes that PSUs cliff-vest after three years with payout ranging from 0x to 2.0x at specified percentiles, and that the Compensation Committee engaged an independent consultant, Hugessen, to benchmark and advise on program design. The proposal is advisory and not binding on the Board, but the Board and Compensation and Nominating Committee state they will consider the vote when making future compensation decisions; the proxy states prior shareholder support was strong and no material changes were made as a result. The Board’s recommendation to vote FOR is framed around promoting long-term alignment, retention, and pay-for-performance design, while also highlighting governance safeguards such as clawback, stock ownership guidelines, and pre-approval of awards. In evaluating this proposal, an analyst should weigh the alignment provided by relative-TSR PSUs and equity-heavy pay (including recent increases in reported grant values), the potential dilution/size of equity grants, the robustness of compensation governance processes (independent consultant, committee oversight, clawback policy), and the non-binding nature of the vote which limits direct remedial power but preserves an important feedback mechanism.
Ratify the appointment of Deloitte LLP as Ivanhoe Electric’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 6.3% | 9,908,036 | $117M |
| 2 | STATE STREET CORP | 5.9% | 9,337,296 | $110M |
| 3 | FMR LLC | 5.8% | 9,189,026 | $109M |
| 4 | Alyeska Investment Group, L.P. | 4.3% | 6,749,065 | $80M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.2% | 5,096,975 | $60M |
| 6 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 2.8% | 4,496,496 | $53M |
| 7 | BlackRock, Inc. | 2.6% | 4,105,891 | $49M |
| 8 | BlackRock, Inc. | 2.3% | 3,657,104 | $43M |
| 9 | PRIMECAP MANAGEMENT CO/CA/ | 2.0% | 3,239,584 | $38M |
| 10 | BlackRock, Inc. | 1.9% | 3,069,346 | $36M |
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