Trilogy Metals Inc

1. 2

   Election of Directors

   ManagementBoard: FOR

   Election of seven directors to the Board to serve until the next annual meeting or until their successors are elected or appointed.

2. 3

   Appointment of Auditors

   ManagementBoard: FOR

   Appointment of PricewaterhouseCoopers LLP as the Company's independent auditors until the next annual meeting and authorization for the Directors (on recommendation of the Audit Committee) to fix auditors' remuneration.

3. 4

   Non-Binding Advisory Vote on Executive Compensation (Say on Pay

   ManagementBoard: FOR

   A non-binding, advisory resolution asking Shareholders to approve the compensation paid to the Named Executive Officers as disclosed in the 2026 Circular.

   More detail

   This management-sponsored advisory 'Say on Pay' proposal asks shareholders to approve, on a non-binding basis, the overall compensation paid to the Company’s Named Executive Officers as disclosed in the proxy circular. Management frames the request as an endorsement of its compensation philosophy that seeks to recruit and retain executives by balancing fixed pay with performance-based, short-term and long-term incentives, thereby aligning management incentives with long-term shareholder value. The Board and its Compensation Committee have designed compensation with a significant at-risk component (annual incentives, RSUs, options) and reference peer group benchmarking and an independent compensation consultant in setting pay. The vote is advisory and non-binding, but the Board commits to considering voting outcomes when setting future compensation and maintains that prior shareholder support (approximately 98% in 2025) informed current practice. The Company emphasizes governance safeguards — independent Compensation Committee oversight, use of an external consultant, clawback/insider hedging prohibitions, and a formal risk assessment — to justify shareholder approval. Opposing views could point to the substantial realized and 'compensation actually paid' increases in 2025 due to equity valuation effects and the potential for equity awards to produce outsized pay in high-TSR years; management counters that pay is tied to performance metrics and long-term equity vesting. For sophisticated evaluation, material context includes the Company’s 2025 TSR (370%), large increases in 'compensation actually paid' driven by fair-value changes, and the non-binding nature of the vote which limits direct corrective power but preserves reputational and governance feedback effects. The Board’s recommendation to vote FOR rests on alignment rationale, historical shareholder support, and the Compensation Committee’s processes; investors assessing the proposal should weigh the strength of pay-performance alignment, the transparency of disclosures (CD&A, pay tables, pay-versus-performance), and potential sensitivities around equity-driven pay volatility.

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When is the Trilogy Metals Inc 2026 annual meeting?

Trilogy Metals Inc (TMQ) holds its 2026 annual shareholder meeting on Wednesday, May 13, 2026.

What is the record date for the Trilogy Metals Inc 2026 meeting?

The record date for the Trilogy Metals Inc 2026 meeting is Friday, March 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Trilogy Metals Inc's 2026 meeting?

The board is presenting 7 director nominees at the Trilogy Metals Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Trilogy Metals Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Trilogy Metals Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.