Not independent
Tenure on this board
5.7 yrs
8 nominees · 3 ballot items.
Election of eight directors; advisory approval of named executive officer compensation (say-on-pay); and ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2026.
Elect eight director nominees to serve until the next annual meeting and until their successors are elected and qualified.
Advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the 2026 Proxy Statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed executive compensation (a “say-on-pay” vote). Management seeks this annual endorsement to demonstrate shareholder support for its compensation philosophy and program design, which it describes as pay-for-performance and intended to align executive rewards with long-term shareholder value. The proposal is advisory only and does not alter fiduciary duties or binding governance, but the Board states it will consider the vote outcome in future compensation decisions. Company disclosures detail a mix of base salary, short-term incentives tied to safety, environmental, production and cost metrics, and long-term incentives via PSUs and RSUs with multi-year vesting and performance measures (including relative TSR and ROI); governance features include anti-hedging, a clawback policy, share ownership guidelines, and double-trigger change-in-control protection. Relevant company context includes recent shareholder outreach after sub-70% say-on-pay support in prior years and specific compensation actions tied to the Çöpler Incident (one-time retention bonuses in 2024 that vested in 2025), which have been singled out in investor discussions. Management has also adjusted long-term incentive metrics in response to feedback (removing gold production from PSU metrics starting with the 2026 program to reduce overlap with STI metrics). The Board’s rationale for recommending a FOR vote emphasizes the program’s alignment with performance, retention of key talent during operational challenges, and governance safeguards to limit excessive risk-taking. Because the vote is advisory, its principal effect is reputational and informational: a robust shareholder endorsement would validate the Board’s compensation approach, while a weak result would prompt further engagement and potential program changes. Investors evaluating the proposal should weigh the structure of incentives, the Company’s recent operational recovery and share-price appreciation, the prior say-on-pay outcomes and subsequent engagement efforts, and the presence of governance features (clawback, anti-hedging, performance-based vesting) that mitigate risk and align pay with long-term shareholder returns.
Ratify the appointment of PricewaterhouseCoopers LLP, United States as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VAN ECK ASSOCIATES CORP | 6.6% | 13,662,350 | $402M |
| 2 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 5.2% | 10,773,949 | $317M |
| 3 | BlackRock, Inc. | 3.3% | 6,888,006 | $203M |
| 4 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 3.2% | 6,630,786 | $195M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.8% | 5,841,953 | $172M |
| 6 | Tidal Investments LLC | 2.3% | 4,798,252 | $141M |
| 7 | FMR LLC | 2.2% | 4,473,301 | $132M |
| 8 | Woodline Partners LP | 1.7% | 3,518,756 | $103M |
| 9 | AMERICAN CENTURY COMPANIES INC | 1.7% | 3,506,798 | $103M |
| 10 | STATE STREET CORP | 1.6% | 3,278,424 | $96M |
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