Independent
Tenure on this board
10.2 yrs
Also a director at
International Tower Hill Mines Ltd (THM)
9 nominees · 5 ballot items.
Set number of directors to nine; Elect nine directors; Approve 2026 Equity Incentive Plan; Ratify appointment of PricewaterhouseCoopers LLP as independent auditors; Consider audited financial statements and transact other business.
To receive and consider the audited financial statements of the Company together with the auditors’ report thereon for the financial year ended December 31, 2025.
Ordinary resolution to fix the number of directors of the Company at nine, reducing the board size from ten to nine to eliminate a vacancy resulting from a 2025 resignation.
This management proposal asks shareholders to approve an ordinary resolution to set the company’s board size at nine directors, down from ten. Management seeks shareholder approval because the Board currently consists of nine sitting directors following a 2025 resignation and wishes to eliminate the vacancy by formally fixing the board size at nine. Approving this proposal will align the company’s articles and board composition, potentially simplifying governance and succession planning. The board’s unanimous recommendation to vote FOR reflects administrative housekeeping rather than a contentious governance change; it is presented as a non-controversial alignment of the company’s articles with its current operational structure. Adoption requires a majority of outstanding shares present or represented by proxy. If the proposal fails, the board will remain at ten directors and the vacancy will persist until filled under the articles, which could complicate committee compositions or require an interim appointment. There are no material regulatory or compensation implications tied directly to this vote and broker non-votes will have no effect on the outcome of director-related votes. Given these factors, the recommendation is supported by the board to streamline governance and reflect the current membership.
Election of nine director nominees (Marcelo Kim; Richie Haddock; Christopher Robison; Laura Dove; Alexander Sternhell; Jeffrey Malmen; Robert Dean; Jonathan Cherry; Andrew Cole) to serve until the next annual meeting or until successors are elected.
Approval of the 2026 Equity Incentive Plan (amended and restated Omnibus Equity Incentive Plan) authorizing grants of options, SARs, restricted shares, RSUs, performance shares/units and other share-based awards and maintaining the existing share reserve of 8,280,530 common shares.
This management proposal requests shareholder approval of the Company’s amended and restated 2026 Equity Incentive Plan, which updates the existing Omnibus Equity Incentive Plan (the 2021 Plan) without increasing the overall share reserve of 8,280,530 common shares. The plan authorizes standard equity compensation vehicles—stock options (including incentive and nonstatutory), share appreciation rights, restricted shares, restricted share units (RSUs), performance shares and units (PSUs), and other share-based awards—administered primarily by the Compensation Committee. Key features include a minimum one-year vesting requirement (with an exception for up to 5% of the share reserve and cash-settled awards), a director annual grant limit of $250,000, double-trigger vesting on change-in-control, and anti-repricing restrictions absent shareholder approval. Management frames the proposal as necessary to recruit, retain and motivate employees and align their interests with shareholders as the Company advances toward construction and financing of its Stibnite Gold Project. The Board unanimously recommends FOR, emphasizing administration by the Compensation Committee, standard U.S. and Canadian tax provisions, and protections such as limits on non-employee director grants and rules for adjustments on corporate transactions. Approving the plan allows future discretionary equity grants but does not guarantee any specific awards; failure to approve would constrain the company’s ability to issue new equity incentives under the amended terms, potentially impacting retention and compensation flexibility during a critical development phase.
Ratify appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending December 31, 2026 and fix remuneration by the directors.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PAULSON CO. INC. | 25.9% | 32,347,299 | $910M |
| 2 | Tidal Investments LLC | 4.3% | 5,353,373 | $151M |
| 3 | BlackRock, Inc. | 2.7% | 3,367,988 | $95M |
| 4 | VAN ECK ASSOCIATES CORP | 2.2% | 2,703,618 | $76M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.0% | 2,481,954 | $70M |
| 6 | Capital World Investors | 1.9% | 2,434,910 | $68M |
| 7 | SPROTT INC. | 1.8% | 2,261,602 | $64M |
| 8 | STATE STREET CORP | 1.2% | 1,541,161 | $43M |
| 9 | Connor, Clark Lunn Investment Management Ltd. | 1.2% | 1,528,500 | $43M |
| 10 | DISCOVERY CAPITAL MANAGEMENT, LLC / CT | 1.0% | 1,306,700 | $37M |
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