Not independent
Tenure on this board
21.4 yrs
11 nominees · 3 ballot items.
Election of 11 directors; ratification of Ernst & Young LLP as independent registered public accounting firm for 2026; and approval to issue shares to Robert McEwen pursuant to an Arrangement Agreement with Canadian Gold Corp. under NYSE Listing Rule 312.03(b)(i).
Elect 11 nominees to the Board of Directors to serve until the 2027 annual meeting and until their successors are elected and qualified.
Ratify the selection by the Audit Committee of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.
Approve issuance of Company common stock to Robert McEwen pursuant to the Arrangement Agreement with Canadian Gold Corp., as required by NYSE Listing Rule 312.03(b)(i) because Mr. McEwen is an Active Related Party and the issuance would exceed the 1% threshold.
This management proposal asks shareholders to approve the issuance of 1,526,785 shares of McEwen Inc. common stock to Robert McEwen pursuant to a court‑approved statutory plan of arrangement with Canadian Gold Corp. under an Arrangement Agreement dated October 10, 2025 (as amended December 23, 2025). Management is seeking affirmative shareholder approval because NYSE Listing Rule 312.03(b)(i) requires stockholder approval for issuances to an Active Related Party when the number of shares to be issued exceeds 1% of outstanding common stock and the issuance is not a cash sale at or above the Minimum Price. The Disinterested Directors reviewed the Arrangement Agreement and concluded the transaction terms are advisable and fair to disinterested stockholders, and thus the Board unanimously recommends a vote FOR the proposal. If approved, Mr. McEwen’s Subscription Receipts will convert into Company Shares, and the issuance will be settled in stock (or, if approval is not obtained, in cash under the Arrangement Agreement). The filing discloses clear investor impacts: the issuance will dilute existing holders’ percentage ownership, reduce book value per share and potentially depress future EPS and market price if shares are sold into the market. The Company also notes a potential anti‑takeover effect because issuance increases the number of voting shares outstanding and could make acquisition attempts more difficult. The vote standard is a majority of the disinterested votes cast, and management emphasizes that the disinterested independent directors recommended the issuance after due consideration. Sophisticated investors should weigh the strategic rationale for the acquisition of Canadian Gold Corp. and the contractual obligation to Mr. McEwen against the dilutive and governance effects of issuing more than 1% of outstanding shares to the Company's Chairman and CEO, who is an Active Related Party, as well as the alternative cash settlement that would occur if approval is withheld.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 5.6% | 3,363,527 | $69M |
| 2 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 3.6% | 2,124,312 | $43M |
| 3 | VAN ECK ASSOCIATES CORP | 2.6% | 1,568,957 | $32M |
| 4 | Tidal Investments LLC | 2.3% | 1,360,377 | $28M |
| 5 | TWO SIGMA INVESTMENTS, LP | 2.2% | 1,303,638 | $27M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 2.0% | 1,199,582 | $24M |
| 7 | BNP PARIBAS FINANCIAL MARKETS | 1.8% | 1,089,373 | $22M |
| 8 | BlackRock, Inc. | 1.4% | 865,503 | $18M |
| 9 | Mawer Investment Management Ltd. | 1.2% | 706,851 | $14M |
| 10 | Amundi | 1.1% | 675,104 | $14M |
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