| | Sincerely yours, | |
| | ||
| | /s/ Robert Friedland | |
| | ||
| | Robert Friedland | |
| | Executive Chairman of the Board of Directors | |
| | ||
| | /s/ Taylor Melvin | |
| | ||
| | Taylor Melvin | |
| | President and Chief Executive Officer |
TIME | | | 9:30 A.M. Mountain Standard Time (MST) on June 6, 2024. | |||
| | | | |||
LOCATION | | | AC Meeting Room, AC Hotel Phoenix Tempe/Downtown, 100 East Rio Salado Parkway, Tempe, AZ 85281 | |||
| | | | |||
ITEMS OF BUSINESS | | | 1. | | | The election of nine directors for terms to expire in 2025. |
| | | | |||
| | 2. | | | To ratify the appointment of Deloitte LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2024. | |
| | | | |||
| | 3. | | | To seek an advisory vote on the frequency of future advisory votes on executive compensation. | |
| | | | |||
RECORD DATE | | | You are entitled to vote at the Annual Meeting and any adjournment thereof if you were a stockholder at the close of business on April 12, 2024. | |||
| | | | |||
ANNUAL REPORT | | | Our 2023 Annual Report is a part of our proxy materials being made available to you. |
| | By Order of the Board of Directors | |
| | ||
| | /s/ Cassandra Joseph | |
| | ||
| | Cassandra Joseph General Counsel and Corporate Secretary |
Q: | When and where is the 2024 Annual Meeting of Stockholders? |
A: | The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Ivanhoe Electric Inc. (“Ivanhoe Electric,” the “Company,” “we,” “our,” or “us,” as the context requires) will be held on June 6, 2024, at 9:30 A.M. Mountain Standard Time (MST). |
Q: | Why is the Company providing these proxy materials? |
A: | The board of directors is soliciting proxies on behalf of the Company to be voted at the Annual Meeting. When we ask for your proxy, we must provide you with a proxy statement and other proxy materials that contain certain information specified by law and other information. |
Q: | What proxy materials are being made available to stockholders? |
A: | The proxy materials consist of: (1) the Notice of 2024 Annual Meeting of Stockholders; (2) this proxy statement; and (3) the Company’s 2023 Annual Report (the “2023 Annual Report”). |
Q: | Why did I receive a Notice of Internet Availability of Proxy Materials (the “Notice”) in the mail regarding the Internet availability of proxy materials instead of a full set paper copy of the proxy materials? |
A: | We are utilizing a U.S. Securities and Exchange Commission (“SEC”) rule that allows companies to furnish their proxy materials over the Internet rather than in paper form. This rule allows a company to send some or all of its stockholders a Notice regarding Internet availability of proxy materials. Instructions on how to access the proxy materials over the Internet may be found in the Notice. If you have received a Notice and you would prefer to receive the proxy materials in printed form by mail or electronically by email, please follow the instructions contained in the Notice. |
Q: | When were the proxy materials first sent or made available to stockholders? |
A: | The Notice was first mailed to stockholders on or about April 24, 2024. Once the Notice is received, stockholders have the option of (1) accessing the proxy materials, including instructions on how to vote, online or by phone; or (2) requesting that the proxy materials be sent to the stockholder in printed form by mail or electronically by email. Opting to receive your proxy materials online will save the Company the cost of printing and mailing documents to your home or business and will also give you an electronic link to the proxy voting site. |
Q: | How can I access the proxy materials over the Internet? |
A: | The Notice contains instructions on how to view the proxy materials on the Internet, vote your shares on the Internet and obtain printed or electronic copies of the proxy materials. An electronic copy of the proxy materials is available at https://ivanhoeelectric.com/investors/annual-meeting-materials/. |
Q: | What proposals will be voted on at the Annual Meeting? |
A: | There are three matters on which a vote is scheduled at the Annual Meeting: |
• | The election of nine directors for terms to expire in 2025 (Proposal 1); |
• | The ratification of the appointment of Deloitte LLP as Ivanhoe Electric’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 2); and |
• | To approve, on an advisory basis, the frequency of future advisory votes on executive compensation (Proposal 3). |
Q: | What are the Board of Directors’ voting recommendations? |
A: | The Board of Directors recommends that you vote your shares: |
• | FOR the election of each director nominee (Proposal 1); |
• | FOR the ratification of the appointment of Deloitte LLP as Ivanhoe’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 2); and |
• | FOR the proposal to approve, on an advisory basis, of the frequency of future advisory votes on executive compensation every “1YEAR” (Proposal 3). |
Q: | What shares may I vote? |
A: | You may vote all shares of common stock, par value $0.0001 per share, of the Company that you owned as of the close of business on April 12, 2024 (the “Record Date”). These shares include: |
1. | those held directly in your name as the stockholder of record; and |
2. | those held for your as the beneficial owner through a bank, broker, or other financial intermediary at the close of business on the Record Date. |
Q: | What is the difference between holding shares as a stockholder of record and as a beneficial owner? |
A: | Most stockholders hold their shares through a bank, broker, or other financial intermediary rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and shares held beneficially. |
Q: | How can I attend the Annual Meeting? |
A: | The Annual Meeting will be held in person in the AC Meeting Room, AC Hotel Phoenix Tempe/Downtown, 100 East Rio Salado Parkway, Tempe, AZ 85281. |
Q: | How can I vote my shares at the Annual Meeting? |
A: | If you are a stockholder of record, you may vote in person at the Annual Meeting. |
Q: | How can I vote my shares without attending the Annual Meeting? |
A: | If you hold your shares directly, you may vote by granting a proxy by one of the following methods: |
Q: | May I change or revoke my vote? |
A: | Yes, you may change or revoke your proxy instructions at any time prior to the vote at the Annual Meeting. |
Q: | How are votes counted? |
A: | On Proposal No. 1 - The election of directors, you may vote “FOR”, “AGAINST” or “ABSTAIN” with respect to each nominee. For abstentions, see “What happens if I abstain from voting?” below. |
Q: | What is the quorum requirement for the Annual Meeting? |
A: | The presence, in person or by proxy of the holders of a majority of the outstanding shares of stock entitled to vote at the meeting will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non-votes” (described below) will be counted as present and entitled to vote for purposes of determining a quorum. |
Q: | What is the voting requirement to approve each of the proposals? |
A: | The election of each director nominee (Proposal 1) will require that the votes cast for a nominee’s election exceed the votes cast against such nominee’s election (excluding abstentions and broker non-votes). Pursuant to the terms of our bylaws and Advance Voting Policy, if a nominee in an uncontested election is not elected by a majority vote, then the director shall offer to resign from his or her position as a director. See Proposal 1 – Election of Directors. |
Q: | What happens if I abstain from voting? |
A: | If you submit a proxy and explicitly abstain from voting on any proposal, the shares represented by the proxy will be considered present at the Annual Meeting for the purpose of determining a quorum. Abstentions will not be counted as votes cast and therefore, they will have no effect on the outcome of any proposal. |
Q: | What is a “broker non-vote”? |
A: | A “broker non-vote” occurs when a broker submits a proxy that does not indicate a vote for one or more of the proposals because the broker has not received instructions from the beneficial owner on how to vote on such proposals and does not have discretionary authority to vote in the absence of instructions. Brokers have discretionary authority to vote on matters that are deemed “routine”, such as the ratification of our independent registered public accounting firm (Proposal 2). Brokers do not have discretionary authority to vote on matters that are deemed “non-routine”, such as the election of directors (Proposals 1 and 3). Broker non-votes will be counted for the purposes of determining whether a quorum exists at the Annual Meeting, but because they are not votes that are cast, they will have no effect on the outcome of Proposals 1 and 3. |
Q: | Will I have dissenters’ rights? |
A: | No dissenters’ rights are available under the General Corporation Law of the State of Delaware, our certificate of incorporation or our bylaws to any stockholder with respect to any of the proposals to be voted on at the Annual Meeting. |
Q: | What does it mean if I receive more than one Notice, proxy card or voting instruction card? |
A: | It means your shares are registered differently or are held in more than one account. To ensure that all of your shares are voted, please vote as instructed in each Notice or sign and return each proxy card or voting instruction card (if you have requested and received paper copies of this proxy statement and a proxy card or voting instruction card). If you vote by telephone or on the Internet, you will need to vote once for each Notice, proxy card or voting instruction card you receive. |
Q: | Where can I find the voting results of the Annual Meeting? |
A: | We will announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K following the Annual Meeting. |
Name | | | Position with the Company | | | Age as of the Annual Meeting | | | Director Since |
Robert Friedland | | | Executive Chairman of the Board of Directors | | | 73 | | | 2021 |
Taylor Melvin | | | President, Chief Executive Officer, and Director | | | 54 | | | 2022 |
Russell Ball(1)(5) | | | Director | | | 56 | | | 2022 |
Sofia Bianchi(6) | | | Director | | | 67 | | | 2023 |
Hirofumi Katase | | | Director | | | 64 | | | 2022 |
Patrick Loftus-Hills(5)(6) | | | Director | | | 58 | | | 2023 |
Victoire de Margerie | | | Director | | | 61 | | | 2022 |
Priya Patil(2)(4) | | | Director | | | 61 | | | 2022 |
Ronald Vance(3)(4) | | | Director | | | 71 | | | 2023 |
(1) | Chair of our Audit Committee. |
(2) | Chair of our Compensation and Nominating Committee. |
(3) | Chair of our Health, Safety and Environmental Committee. |
(4) | Serves on our Audit Committee. |
(5) | Serves on our Compensation and Nominating Committee. |
(6) | Serves on our Health, Safety and Environmental Committee. |
| | Robert Friedland has served as Executive Chairman of the Board of Directors since November 21, 2022. Prior to that time, Mr. Friedland was CEO from July 2020 and Chairman of the Board from April 2021. Mr. Friedland has over 30 years of experience and has been recognized by leaders of the international financial sector and mineral resource industries as an entrepreneurial explorer, technology innovator and company builder. Mr. Friedland has been the Director, President, and CEO of Ivanhoe Capital Corporation (“Ivanhoe Capital”) since 1988, the executive Co-Chairman since September 2018 (previously the Executive Chairman from May 2012 until September 2018) of Ivanhoe Mines Ltd. and the Co-Chair of SK Global Entertainment, Inc. from February 2017 to December 2021. Mr. Friedland was the Chief Executive Officer of High Power Exploration Inc. (“HPX”) from December 2015 through July 2022. HPX is an 85% owner of the Nimba high-grade iron ore deposit in Guinea. Mr. Friedland was the Director, Chairman and President of Ivanhoe Pictures, Inc. from May 2013 to December 2021, and is currently the Chairman of our 90%-owned subsidiary, VRB Energy Inc. As one of the most recognized mining personalities and achievers in the world, Mr. Friedland is dedicated to serving on numerous boards in the natural resources sector. These positions include: Co-Chairman of Sunrise Energy Metals Limited (formerly Clean TeQ Holdings Limited); Chairman of I-Pulse Inc. and a Director of Kietta SAS and Pure Lithium Corporation. From June 2020 to June 2021, Mr. Friedland served as Chairman of Gold X Mining Corp., until its acquisition by Gran Colombia in June 2021. Mr. Friedland founded Ivanhoe Capital Acquisition Corp., a NYSE-listed special purpose acquisition corporation that completed its merger with SES AI Corporation (“SES”), a lithium-metal battery developer, in February 2022. He served as a Director of SES until March 15, 2023. Since April 2022, Mr. Friedland has served as the Chairman of Energy Capital Group. Mr. Friedland graduated with a degree in political science from Reed College. | |
| | Taylor Melvin has served as our Chief Executive Officer, President and member of our Board of Directors since November 2022. Mr. Melvin has over 20 years of experience in the natural resources sector as a senior corporate development professional and investment banker. He was President and Chief Executive Officer of Battery Metals Streaming Corp. from March 2022 to August 2022, and Vice President, Corporate Development for Freeport-McMoRan Inc. (NYSE: FCX), a leading international mining company focused on copper, headquartered in Phoenix, Arizona, from August 2018 to March 2022, after having served as its Director – Finance & Business Development since 2008. Prior to joining Freeport in 2008, Mr. Melvin was an Executive Director in J.P. Morgan’s Natural Resources investment banking group in New York. Mr. Melvin received his Bachelor of Science in Business Administration and his MBA from the University of North Carolina at Chapel Hill. |
| | Russell Ball has served as a Director since June 30, 2022 and is the Chair and a member of the Audit Committee and member of the Compensation Committee and Nominating Committee. Mr. Ball is an international mining executive with thirty years of experience. He was the Chief Executive Officer of Calibre Mining Corp. (TSX: CXB) from October 2019 to February 2021 and Chair of the board from November 2018 to February 2021. From May 2013 to December 2017, Mr. Ball held various executive positions with Goldcorp Inc. (TSX: G; NYSE: GG) and was Goldcorp’s Executive Vice President Corporate Development and Chief Financial Officer from March 2016 to November 2017. Prior to that, Mr. Ball held various positions with Newmont Mining Corporation (NYSE: NEM) from 1994 to 2013 and was Executive Vice President and Chief Financial Officer from 2008 to May 2013. Mr. Ball is a Non-Executive Chair of the board of Faraday Copper Corp. (TSX:FDY) and is a Director of Southern Silver Exploration Corp (TSX.V: SSL). Mr. Ball qualified as a Chartered Accountant (South Africa) and as a Certified Public Accountant in the United States. He holds a Masters in Accounting and a Post-Graduate Diploma in Accounting from the University of Natal (South Africa). |
| | Sofia Bianchi has served as a Director since July 2023. Ms. Bianchi has 37 years of finance experience and has held several executive and director positions internationally. She is currently the founding partner at Atlante Capital Partners, an investment firm focused on financial restructuring since May 2016. She also serves as Chair of Canagold Resources Ltd. (CCM:CA) since July 2022, as a Non-Executive Director of Saudi Arabian Mining Company (Ma’aden) (Saudi Stock Exchange Tadawul) (“Ma’aden”) since December 2022, and as a Non-Executive Director of Manara Minerals Investment Company of Riyadh, Saudi Arabia, a venture between Ma’aden and the Public Investment Fund (PIF) to invest in mining assets globally since June 2003. She is also a Non-Executive Director of Sitex SA and Spitex Perspecta AG (SOL SpA Group), companies specializing in home-based healthcare, since 2017 and 2019, respectively; and an Independent Non-Executive Director of Yellow Cake plc. (AIM:YCA), a uranium company, since 2018. Formerly Ms. Bianchi served as Head of Special Situations at the CDC Group and served on the boards of Feronia Inc. (TSX) from January 2019 to July 2020 and ARM Cement PLC (Nairobi Securities Exchange) from January 2018 to January 2019 during the companies’ financial and operational restructuring. Ms. Bianchi also served as a Director of Endeavour Mining Corporation (TSX & LSE) from November 2019 to May 2022 and as a Director of Kenmare Resources Plc (LSE & Dublin Stock Exchange) from April 2008 to May 2017. Ms. Bianchi holds a Master’s degree in finance from the University of Pennsylvania – Wharton Business School, and a Bachelor of Arts degree in Economics from George Washington University. |
| | Hirofumi Katase has served as a Director since January 2022. Mr. Katase has served as Executive Vice Chairman, Director General of Industrial Science and Technology and a member of the Board of Directors of I-Pulse Inc. since December 2017. Mr. Katase is also President of I-Pulse Japan Co., Ltd., I-Pulse’s operating subsidiary in Japan. He is a CEO of G-Pulse Inc., a subsidiary of I-Pulse developing a drilling technology based on high pulse power. Prior to these roles, he most recently served as Japan’s Vice Minister for International Affairs at the Ministry of the Economy, Trade and Industry (“METI”) from June 2016 to July 2017. He held numerous management positions in trade, energy and industrial policy at METI since joining in 1982. During his time at METI, Mr. Katase served in multiple Director General positions, including for the Industrial Science and Technology Policy and Environment Bureau and Trade Policy Bureau, where he led efforts that contributed to the signing of the Trans-Pacific Partnership, among other international agreements. He also was previously Deputy Secretary-General of the Secretariat of Strategic Headquarters for Space Policy at the Cabinet Office, where he helped establish the Office of National Space Policy, the headquarters responsible for Japan’s development of space policy and deployment of space infrastructure. He was also a Director of the Oil and Natural Gas division at METI, where he led Japan’s upstream hydrocarbon policy for four years. At METI, he also served as a Director of the Aerospace and Defense Industry division where he worked on launching the Mitsubishi Regional Jet (MRJ) program and cultivated international partnerships for the development of aircraft and aircraft engines. He has been a Director of MinebeaMitsumi, a manufacturing company, since June 2021. Mr. Katase earned a Bachelor’s degree in law from the University of Tokyo and a Master’s degree in applied economics from the University of Michigan. |
| | Patrick Loftus-Hills has served as a Director since March 2023 and is a member of the Compensation Committee and Nominating Committee. Mr. Loftus-Hills brings over 35 years of experience in the global mining industry and is currently a Senior Advisor at Moelis & Company, a New York-based investment bank. He is also a former Partner and Managing Director at Moelis & Company. Prior to joining Moelis & Company in 2011, Mr. Loftus-Hills was the Joint Head of the Asian Industrials Group and Head of Natural Resources at UBS in Hong Kong and held leadership roles in the UBS global mining team in New York and Australia. He spent over 25 years in investment banking advising global mining companies on a range of transactions, including cross-border M&A and capital raises. He is also a Managing Member - Advisor of Sweetwater Royalties LLC, an Orion Resource Partners portfolio company, Chairman of the Monash University US Leadership Council, Co-Chairman of the US Friends of the Australian Chamber Orchestra and Vice Chairman of the AUS USA Foundation. He holds Law and Science degrees from Monash University in Australia. |
| | Victoire de Margerie has served as a Director of Ivanhoe Electric since June 30, 2022. Prof. de Margerie is the Executive Chairman/Reference Shareholder of Rondol Industrie SAS, an extrusion technology company, since 2012, a Director of Eurazeo (Euronext Paris) since 2012 and a Director and Chair of the Technology & Growth Committee of Verkor (France - EV Batteries) since 2023. Prof. de Margerie has spent 38 years in the Materials Industry in Canada, France, Germany, the United Kingdom, and the United States, first as an executive and since 2006 as a Board Director. Prof. de Margerie was a Director and Chair of the Innovation & Growth Committee of Arkema SA (Euronext Paris: AKE) from 2012 to 2022, and a Director of Babcock International Group (LSE: BAB) from 2016 to 2021. She was previously a Director of European industrial companies such as Italcementi, Morgan Ceramics, Outokumpu & Norsk Hydro. Prof. de Margerie is also Founder & Vice Chairman of World Materials Forum since 2014, she was elected an Academician at the National Academy of Technologies of France in 2019 and she joined the board of Mines ParisTech in 2021. She graduated from HEC Paris and Sciences Po Paris and holds a PhD in Management Science from Université de Paris 2, Pantheon Assas. |
| | Priya Patil has served as a Director of Ivanhoe Electric since June 30, 2022 and is the Chair and a member of the Compensation and Nominating Committee and a member of the Audit Committee. Ms. Patil is an experienced corporate director. former senior public company executive, and investment banker. In 2016, she began serving as an independent corporate director of public companies and as a volunteer board member of universities and other economy-focused organizations since 2003. She was Head, Business Development (Diversified Industries) of the TSX from 2014 to 2016. She was Managing Director, Partner, and Founding Partner (Eastern Operations) of PI Financial Corp. and a Managing Director, Partner and Head of Investment Banking of Loewen Ondaatje McCutcheon. Ms. Patil was the global general corporate counsel of Breakwater Global Resources Ltd, a Canadian and U.S. listed mining company. She started her career as an attorney with Brobeck, Phleger & Harrison LLP in Palo Alto, California. Ms. Patil was a Director of Rambler Metals & Mining PLC (AIM of LSE: RMM), Chair of its Compensation, Governance and Nominations Committee and a member of its Audit and Safety, Health, Environment and Community committees. She also served on the board of Signature Resources Inc. (TSX-V: SIG). From 2016 to 2019, she was an Independent Corporate Director of Alexandria Minerals Corporation, Chair of its Audit Committee and a member of the Management & Special Committee. Ms. Patil holds a J.D. from the University of Ottawa and a B.Sc. (Statistics and Computer Sciences), University of Bombay. Ms. Patil has completed the Directors Education Program at the Rotman School of Management (University of Toronto) and the Innovation Governance Program of the Council of Canadian Innovators. She is a member of the State Bar of California, the Ontario Bar (Law Society of Ontario) and Charter of the Institute of Corporate Directors (ICD.D). |
| | Ronald Vance has served as a Director since June 2023 and is a member of the Audit Committee. Mr. Vance is a corporate director and retired senior executive with a distinguished track record in corporate development, corporate finance advisory and marketing management. He has over 40 years of experience in mining and corporate development. Mr. Vance retired from Teck Resources Limited where he served as Senior Vice President, Corporate Development from 2006 to 2014. Prior to joining Teck Resources, Mr. Vance worked as a Managing Director of Rothschild (Denver) Inc. from 1991 to 2000 and as Managing Director/Senior Advisor of Rothschild Inc. from 2000 to 2005. Mr. Vance is currently an Independent Director of Royal Gold Inc. (NASDAQ: RGLD) and serves as a member of its Audit and Finance Committee. Mr. Vance served as Chairman of the Board of Southern Peaks Mining, L.P. in 2018. |
| Executive Chairperson of the Board | | | 3 times annual base salary | |
| Chief Executive Officer | | | 3 times annual base salary | |
| President | | | 3 times annual base salary | |
| Chief Financial Officer | | | 2 times annual base salary | |
| Chief Operating Officer | | | 2 times annual base salary | |
| Other Executive Officers | | | 2 times annual base salary | |
| Non-Employee Directors | | | 3 times annual retainer | |
• | If the Equity grant is in the form of DSUs: |
○ | The grant will be lump-sum in March once the Corporation is out of blackout, unless otherwise determined by the Board. |
○ | DSUs vest at the end of each calendar quarter in the year of grant, such that 100% of DSUs vest at the end of Year 1. |
○ | If a director’s Termination of Service occurs during the vesting year, vesting is pro-rata for the year. |
○ | Accelerated vesting and settlement in cases of death or disability. |
○ | Settlement of any vested DSUs occurs in shares as follows: |
• | If the Company prescribes the settlement date, then settlement is at the earlier of |
i) | 3 years from grant date, or |
ii) | at Termination of Service. |
• | If Directors elect the settlement date, then they shall elect between: |
i) | the earlier of 3 years from grant date or at Termination of Service, or |
ii) | at Termination of Service. |
• | If the equity grant is in the form of Equity other than DSUs: |
○ | The Board shall determine the terms of such award in accordance with terms of the LTIP. |
• | If Equity is offered in DSUs: |
○ | The grant will be lump-sum in March once the Corporation is out of blackout, unless otherwise determined by the Board. |
○ | DSUs vest at the end of each calendar quarter in the year of grant, such that 100% of DSUs vest at the end of Year 1. |
○ | If a Director’s Termination of Service occurs during the vesting year, vesting is pro-rata for the year. |
○ | Accelerated vesting and settlement in cases of death or disability. |
○ | Settlement of any vested DSUs occurs in shares as follows: |
• | If Corporation prescribes settlement date, then settlement at the earlier of: |
i) | 3 years from grant date, or |
ii) | at Termination of Service. |
• | If Directors elect settlement date (must elect by Dec. 31 of prior year), then they can elect between: |
i) | the earlier of 3 years from grant date or at Termination of Service, or |
ii) | at Termination of Service. |
• | If Equity is offered in a form other than DSUs: |
○ | The Board shall determine the terms of such award in accordance with terms of the LTIP. |
Name(1) | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(8) | | | All Other Compensation ($) | | | Total ($) |
Russell Ball(2) | | | 50,000 | | | 100,236 | | | — | | | 150,236 |
Sofia Bianchi(3) | | | 14,834 | | | 49,152 | | | — | | | 63,986 |
Victoire de Margerie(2) | | | 30,000 | | | 100,236 | | | — | | | 130,236 |
Francis Fannon(4) | | | 13,068 | | | 43,561 | | | — | | | 56,629 |
Hirofumi Katase(5) | | | 30,000 | | | 100,236 | | | — | | | 130,236 |
Patrick Loftus-Hills(6) | | | 27,749 | | | 79,648 | | | — | | | 107,397 |
Priya Patil(2) | | | 45,000 | | | 100,236 | | | — | | | 145,236 |
Ronald Vance(7) | | | 19,724 | | | 56,852 | | | — | | | 76,576 |
(1) | Mr. Friedland and Mr. Melvin’s compensation is shown below under “Executive Compensation”. They are not paid for acting as directors, but only in their capacity as executive officers. |
(2) | Appointed as a director on June 27, 2022. |
(3) | Appointed as a director on July 6, 2023. |
(4) | Appointed as a director on January 30, 2022. Mr. Fannon ceased to be a director on June 8, 2023. |
(5) | Appointed as a director on January 30, 2022. |
(6) | Appointed as a director on March 17, 2023. |
(7) | Appointed as a director on June 8, 2023. |
(8) | Represents the grant date fair value of deferred share units granted to the directors determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC 718”). Each non-employee director had the following number of DSU’s outstanding at the end of fiscal year 2023: Ball 10,605; Bianchi 3,051; de Margerie 10,605; Fannon 3,224; Katase 10,605; Loftus-Hills 4,994; Patil 10,605; and Vance 3,529. |
Name | | | Age | | | Position |
Robert Friedland | | | 73 | | | Executive Chairman of the Board of Directors |
Taylor Melvin | | | 54 | | | Chief Executive Officer, President, and Director |
Jordan Neeser | | | 41 | | | Chief Financial Officer |
Quentin Markin | | | 51 | | | Executive Vice President, Business Development and Strategy Execution |
Mark Gibson | | | 55 | | | Chief Geophysics Officer |
Graham Boyd | | | 38 | | | Senior Vice President, U.S. Projects |
Glen Kuntz | | | 56 | | | Senior Vice President, Mine Development |
Cassandra Joseph | | | 52 | | | General Counsel and Corporate Secretary |
Stephani Terhorst | | | 45 | | | Vice President, Human Resources |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Non-Equity Incentive Plan ($) | | | Stock Awards ($)(5) | | | Option Awards ($)(6) | | | All Other Compensation ($) | | | Total ($) |
Taylor Melvin(2) President and Chief Executive Officer | | | 2023 | | | $500,125 | | | $465,000 | | | $— | | | $— | | | $— | | | $6,879 | | | $972,004 |
| 2022 | | | $57,051 | | | $— | | | $— | | | $7,485,000 | | | $2,541,667 | | | $— | | | $10,083,718 | ||
| | | | | | | | | | | | | | | | |||||||||
Jordan Neeser(1)(2) Chief Financial Officer | | | 2023 | | | $309,279 | | | $277,540 | | | $— | | | $— | | | $— | | | $— | | | $586,818 |
| 2022 | | | $26,305 | | | $— | | | $— | | | $— | | | $2,541,667 | | | $— | | | $2,567,972 | ||
| | | | | | | | | | | | | | | ||||||||||
Quentin Markin(3) Executive Vice President, Business Development and Strategy | | | 2023 | | | $400,000 | | | $377,600 | | | $— | | | $9,112,500 | | | $— | | | $— | | | $9,890,100 |
| 2022 | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | ||
| | | | | | | | | | | | | | | | |||||||||
Cassandra Joseph(4) General Counsel and Corporate Secretary | | | 2023 | | | $275,000 | | | $102,338 | | | $— | | | $— | | | $3,611,667 | | | $29,875 | | | $4,170,199 |
| 2022 | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— |
(1) | All Canadian $ amounts have been translated at average Bank of Canada exchange rate for 2023 of 1.3497. |
(2) | Taylor Melvin and Jordan Neeser were appointed on November 21, 2022. Mr. Melvin’s other compensation relates to a 401(k) payment. |
(3) | Quentin Markin was appointed on January 1, 2023. |
(4) | Cassandra Joseph was appointed on February 1, 2023. Other compensation relates to a 401(k) payment and relocation costs. |
(5) | Represents the grant date fair value of restricted stock units granted to the officer determined in accordance with FASB ASC 718. See note 12(b) to the December 31, 2023 Audited Financial Statements. |
(6) | Represents the grant date fair value of stock options granted to the officer determined in accordance with FASB ASC 718. See note 12(b) to the December 31, 2023 Audited Financial Statements. |
| | Ivanhoe Electric RSUs Issued | | | Ivanhoe Electric – ASC 718 Value | | | Total – ASC 718 Value(1) | |
Taylor Melvin | | | 750,000 | | | $7,485,000 | | | $7,485,000 |
Quentin Markin | | | 750,000 | | | $9,112,500 | | | $9,112,500 |
(1) | Represents the grant date fair value of restricted stock units granted to the officer determined in accordance with FASB ASC 718. See note 12(b) to the December 31, 2023 Audited Financial Statements. |
| | Ivanhoe Electric Options Issued | | | Ivanhoe Electric – ASC 718 Value | | | Total – ASC 718 Value(1) | |
Taylor Melvin | | | 500,000 | | | $2,541,667 | | | $2,541,667 |
Jordan Neeser | | | 500,000 | | | $2,541,667 | | | $2,541,667 |
Cassandra Joseph | | | 500,000 | | | $3,611,667 | | | $3,611,667 |
(1) | Represents the grant date fair value of restricted stock units granted to the officer determined in accordance with FASB ASC 718. See note 12(b) to the December 31, 2023 Audited Financial Statements. |
| | | | | | | | Option Awards | | | | | Stock Awards | |||||||||||
Entity | | | Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock that have not Vested (#) | | | Market Value of Shares or Units of Stock that have not Vested ($) |
Ivanhoe Electric Awards(1): | ||||||||||||||||||||||||
| | Taylor Melvin | | | 21-Nov-22 | | | 166,666 | | | 333,334 | | | $11.75 | | | 21-Nov-29 | | | — | | | $— | |
| | | | 21-Nov-22 | | | — | | | — | | | — | | | — | | | 500,000(2) | | | $5,040,000(4) | ||
| | Jordan Neeser | | | 21-Nov-22 | | | 166,666 | | | 333,334 | | | $11.75 | | | 21-Nov-29 | | | — | | | $— | |
| | Quentin Markin | | | 1-Jan-23 | | | — | | | — | | | — | | | — | | | 750,000(3) | | | $7,560,000(4) | |
| | Cassandra Joseph | | | 1-Feb-23 | | | — | | | 500,000 | | | $13.23 | | | 1-Feb-30 | | | — | | | $— |
(1) | The stock options become exercisable in 1/3 annual increments commencing on each of the first three anniversaries of the date of grant and have a term of 7 years. |
(2) | Represents time-vested RSU which will vest and be paid out in shares of our common stock as follows: 250,000 on November 21, 2024, and 250,000 on November 21, 2025. |
(3) | Represents time-vested RSU which will vest and be paid out in shares of our common stock as follows: 150,000 on January 1, 2024, 150,000 on January 1, 2025, 150,000 on January 1, 2026, 150,000 on January 1, 2027, and 150,000 on January 1, 2028. |
(4) | The market value of the unvested Ivanhoe Electric RSUs is based on the $10.08 closing market price per share of our common stock on December 29, 2023. |
| | Termination without Cause(1)(2) | | | Termination Following a Change in Control(3) | | | Death or Disability of Employee(4)(7) | |
Taylor Melvin | | | | | | | |||
Lump Sum Payment: Base Salary | | | $750,000 | | | $750,000 | | | $— |
Lump Sum Payment: Bonus | | | $750,000 | | | $750,000 | | | $— |
Restricted Stock Units (Unvested and Accelerated)(5) | | | $2,274,996 | | | $5,040,000 | | | $5,040,000 |
Stock Option Awards (Unvested and Accelerated)(6) | | | $— | | | $— | | | $— |
Total | | | $3,774,996 | | | $6,540,000 | | | $5,040,000 |
Jordan Neeser | | | | | | | |||
Lump Sum Payment: Base Salary | | | $450,000 | | | $450,000 | | | $— |
Lump Sum Payment: Bonus | | | $450,000 | | | $450,000 | | | $— |
Stock Option Awards (Unvested and Accelerated)(6) | | | $— | | | $— | | | $— |
Total | | | $900,000 | | | $900,000 | | | $— |
Quentin Markin | | | | | | | |||
Lump Sum Payment: Base Salary | | | $600,000 | | | $600,000 | | | $— |
Lump Sum Payment: Bonus | | | $600,000 | | | $600,000 | | | $— |
Restricted Stock Units (Unvested and Accelerated)(5) | | | $3,452,400 | | | $7,560,000 | | | $7,560,000 |
Total | | | $4,652,400 | | | $8,760,000 | | | $7,560,000 |
Cassandra Joseph | | | | | | | |||
Lump Sum Payment: Base Salary | | | $450,000 | | | $450,000 | | | $— |
Lump Sum Payment: Bonus | | | $450,000 | | | $450,000 | | | $— |
Stock Option Awards (Unvested and Accelerated)(6) | | | $— | | | $— | | | $— |
Total | | | $900,000 | | | $900,000 | | | $— |
(1) | On a termination without cause unvested options shall vest based on the sum of: (1) a pro rata portion of the unvested options relating to the one-third of the shares subject to the option award that would have otherwise vested on the first anniversary of the vesting commencement date, based on the number of whole months the participant was employed from the grant date, divided by 12 months, plus (2) a pro rata portion of the unvested options relating to the one-third of the shares subject to the option award that would have otherwise vested on the second anniversary of the vesting commencement date, based on the number of whole months the participant was employed from the grant date, divided by 24 months, plus (3) a pro rata portion of the unvested options relating to the one-third of the shares subject to the option award that would have otherwise vested on the third anniversary of the vesting commencement date, based on the number of whole months the participant was employed from the grant date, divided by 36 months. |
(2) | On a termination of employment without Cause prior to the first anniversary of the vesting commencement date, a pro rata portion of the unvested RSUs shall vest based on the sum of: (1) a pro rata portion of the unvested RSUs relating to the one-third of the shares subject to the RSU award that would have otherwise vested on the first anniversary of the vesting commencement date, based on the number of whole months the participant was employed from the Grant Date, divided by 12 months, plus (2) a pro rata portion of the unvested RSUs relating to the one-third of the shares subject to the RSU award that would have otherwise vested on the second anniversary of the vesting commencement date, based on the number of whole months the participant was employed from the grant date, divided by 24 months, plus (3) a pro rata portion of the unvested RSUs relating to the one-third of the shares subject to the RSU award that would have otherwise vested on the third anniversary of the vesting commencement date, based on the number of whole months the participant was employed from the grant date, divided by 36 months. |
(3) | On a termination of employment following a change of control, 100% of the shares subject to the option or RSU shall immediately vest as of the date of termination to the extent they are not already fully vested. |
(4) | On a termination of employment due to death or disability, 100% of the shares subject to the option or RSU shall immediately vest as of the date of termination to the extent they are not already fully vested. |
(5) | The values of the accelerated RSUs were determined by multiplying (a) the December 29, 2023 closing price of our common stock, by (b) the number of unvested and accelerated RSUs under each scenario. |
(6) | The values of the accelerated options were determined by multiplying (a) the difference between the December 29, 2023 closing price of our common stock of $10.03 and the applicable exercise price of each option, by (b) the number of unvested and accelerated options under each scenario. |
(7) | On a termination of employment due to death or disability, a Short Term Bonus is owed on a pro rata basis that considers the degree of achievement and/or satisfaction of performance criteria and targets prior to separation from service and the number of months worked divided by the total number of months in the reporting year, except that no Short Term Bonus will be earned if the executive’s employment is terminated for Cause or by reason of voluntary termination The table excludes any such amounts. |
Year | | | Summary Compensation Table Total for Current PEO(1) | | | Summary Compensation Table Total for Former PEO(2) | | | Compensation Actually Paid to Current PEO(3) | | | Compensation Actually Paid to Former PEO(3) | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(4) | | | Average Compensation Actually Paid to Non-PEO Named Executive Officers(3) | | | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(5) | | | Net Income (Loss)(6) |
2023 | | | $972,004 | | | $— | | | ($1,090,497) | | | $— | | | $7,030,149 | | | $5,371,400 | | | $111.88 | | | ($216,075,000) |
2022 | | | $10,083,718 | | | $3,103,476 | | | $12,566,218 | | | $9,302,368 | | | $2,181,633 | | | $2,862,386 | | | $134.85 | | | ($160,221,000) |
(1) | The dollar amounts reported for the current PEO are the amounts reported for our CEO, Mr. Melvin (the Company’s President and Chief Executive Officer since November 21, 2022), for each corresponding year in the “Total” column of the Summary Compensation Table. |
(2) | The dollar amounts reported for the former PEO are the amounts reported for our former CEO, Mr. Friedland (the Company’s Executive Chairman) for each corresponding year in the “Total” column of the Summary Compensation Table of the Proxy Statement dated April 28, 2023. |
(3) | Deductions from, and additions to, total compensation in the Summary Compensation Table (SCT) by year to calculate Compensation Actually Paid (“CAP”) include: |
| | | | CEO | | | Former CEO | | | Average Non-PEO NEOs | ||||||||
| | | | 2023 | | | 2022 | | | 2022 | | | 2023 | | | 2022 | ||
Summary Compensation Total | | | $972,004 | | | $10,083,718 | | | $3,103,476 | | | $7,030,149 | | | $2,181,632 | |||
Adjustments for Equity Awards | | | | | | | | | | | ||||||||
Deduct: | | | Grant date values in SCT | | | — | | | (10,026,668) | | | (3,103,477) | | | (6,362,084) | | | (2,036,581) |
Add: | | | Year-end fair value of unvested awards granted in the current year | | | — | | | 12,509,168 | | | 3,962,783 | | | 4,703,334 | | | 2,717,334 |
Add: | | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | | | (1,961,668) | | | — | | | 3,989,797 | | | — | | | — |
Add: | | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years and vested at prior year end or during current year | | | (100,832) | | | — | | | 1,349,788 | | | — | | | — |
Total Adjustments for Equity Awards | | | (2,062,500) | | | 2,482,500 | | | 6,198,891 | | | (1,658,749) | | | 680,753 | |||
CAP | | | ($1,090,497) | | | $12,566,218 | | | $9,302,368 | | | $5,371,400 | | | $2,862,386 |
(4) | The dollar amounts reported for the non- PEO Named Executive Officers for 2023 are the average of the amounts reported for the other NEOs, Quentin Markin and Cassandra Joseph, for the corresponding year in the “Total” column of the Summary Compensation Table for 2023, and the amounts reported for 2022 are the amounts reported for the other NEOs, Jordan Neeser and Glen Kunz, in the “Total” column of the Summary Compensation Table of the Proxy Statement dated April 28, 2023. |
(5) | Total Shareholder Return assumes the investment of $100 in our common stock beginning on June 30, 2022, which is when our common stock began trading. |
(6) | The Company’s net loss is reflected in the Company’s audited financial statements. |
• | Increase the share limit (other than as a share adjustment as permitted by LTIP terms) without approval of the Company’s stockholders given within twelve (12) months before or after such action; |
• | Reduce the exercise or purchase price of an award benefiting a director or executive officer (collectively “Insiders” and individually an “Insider”); |
• | Extend the term of an incentive security benefiting an Insider; |
• | Amend the LTIP to remove or exceed the Insider participation limit; or |
• | Amend the LTIP amendment provisions. |
• | Shares. The aggregate number of shares of common stock reserved under the Prior Incentive Plan was limited to 10% of the outstanding shares of the Company’s capital stock. The number of shares reserved for issuance to any one participant at any time could not exceed 5% of the total number of the Company’s shares, on a non-diluted basis, that are issued and outstanding as of a particular date. |
• | Award Types. The Prior Incentive Plan provided for the award of stock options, share appreciation rights, and bonus share awards to eligible employees and directors. The option term was five years, and options would generally vest and become exercisable over a four-year period, 25% per year. The exercise of options was generally conditioned upon the employee or director’s continuous service. Bonus shares could be granted to eligible employees and directors as discretionary bonuses subject to provisions and restrictions determined by the Board. The Prior Incentive Plan includes certain provisions that may accelerate vesting upon a takeover bid. |
• | Administration. The Prior Incentive Plan was administered by the Board of Directors. The Prior Incentive Plan was closed to new grants of awards on the completion of our initial public offering on June 30, 2022. As at December 31, 2023 there were remaining outstanding 2,662,349 options under the Prior Incentive Plan exercisable for 2,662,239 shares of common stock. |
• | Shares. The aggregate number of shares of common stock reserved under the VRB Plan is limited to 10% of the outstanding shares of VRB’s capital stock. |
• | Award Types. The VRB Plan provided for the award of stock options and share appreciation rights, and bonus share awards to eligible employees and directors. The exercise of options was generally conditioned upon the employee or director’s continuous service. The option term under the VRB Plan cannot exceed ten years. The VRB options granted to Mr. Friedland have a five-year term, with 20% vested upon grant and an additional 20% to vest on each anniversary of grant thereafter. |
• | Administration. The VRB Plan is administered by VRB’s remuneration committee or its board, as applicable. |
• | Shares. The aggregate number of shares of common stock reserved under the Cordoba Plan is limited to 10% of the outstanding shares of Cordoba Minerals’ capital stock. |
• | Award Types. The Cordoba Plan provides for the award of stock options to eligible employees, directors, and consultants. The option term under the Cordoba Plan cannot exceed ten years. |
• | Administration. The Cordoba Plan is administered by Cordoba Minerals’ board, or any committee appointed by Cordoba Minerals’ board to administer the Cordoba Plan. |
• | Shares. The aggregate number of shares of common stock reserved under the Cordoba LTIP is limited to 10% of the outstanding shares of Cordoba Minerals’ capital stock. |
• | Award Types. The Cordoba LTIP provides for the award of share units to eligible employees and consultants. |
• | Administration. The Cordoba LTIP is administered by Cordoba Minerals’ board. |
Plan Category | | | Number of securities to be issued upon exercise of outstanding options, DSUs and RSUs A | | | Weighted-average exercise price of outstanding options(1) B | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A) C |
Equity compensation plans approved by stockholders (LTIP) | | | 4,842,504(2) | | | $12.34 | | | 4,563,142(3)(4) |
Equity compensation plans not approved by stockholders (Prior Incentive Plan) | | | 2,662,349 | | | $2.49 | | | 0 |
Total | | | 7,504,853 | | | $8.11 | | | 4,563,142 |
(1) | The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of RSUs or DSUs, since RSUs and DSUs have no exercise price. |
(2) | Consists of 3,536,588 shares of common stock issuable upon the exercise of stock options, 1,250,000 shares of common stock deliverable upon settlement of RSUs, and 55,916 shares of common stock deliverable upon settlement of DSUs. |
(3) | Consists of shares issuable under outstanding options under the LTIP as of December 31, 2023. Following the adoption of the LTIP, no further awards will be made under the Prior Incentive Plan. Shares issuable under the LTIP may be used for any type of award authorized under the LTIP, including stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, other stock or cash-based awards, and dividend equivalents. |
(4) | The number of securities available for future issuance under the LTIP increased on January 1, 2024 by 6,001,263 and is subject to further increase pursuant to the plan terms. For further details of this feature, see “Long Term Incentive Plan” above. |
(in US$) | | | Year Ended December 31, 2023 | | | Year Ended December 31, 2022 |
Audit Fees(1) | | | $1,083,730 | | | $786,000 |
Audit Related Fees(2) | | | $402,794 | | | $417,700 |
Tax Fees(3) | | | $— | | | $— |
All Other Fees(4) | | | $— | | | $— |
Total fees | | | $1,486,524 | | | $1,203,200 |
(1) | Fees for audit service on an accrued basis. |
(2) | Fees for audit-related services, including in connection with our initial public offering. |
(3) | Fees for tax compliance, tax advice and tax planning. |
(4) | All other fees not included above. |
| | AUDIT COMMITTEE | |
| | ||
| | Russell Ball (Chair) | |
| | Priya Patil | |
| | Ronald Vance |
Name | | | Aggregate Principal Amount of Series 2 Convertible Notes |
Orion Mine Finance Fund III LP | | | $6,200,000 |
Name | | | Number of Shares of Common Stock Purchased | | | Aggregate Principal Amount of Series 1 Convertible Notes | | | Aggregate Purchase Price |
BlackRock World Mining Trust plc | | | 1,004,000 | | | $12,499,800 | | | $14,999,760 |
BHP Manganese Australia Pty Ltd. | | | 150,500 | | | $1,873,725 | | | $2,248,470 |
THISBE & CO fbo Fidelity True North Fund | | | 116,500 | | | $1,450,425 | | | $1,740,510 |
THISBE & CO fbo Fidelity NorthStar Fund | | | 39,500 | | | $491,775 | | | $590,130 |
Name | | | Number of Shares of Common Stock Purchased | | | Aggregate Principal Amount of Series 1 Convertible Notes | | | Aggregate Purchase Price |
Orion Mine Finance Fund III LP | | | 803,166 | | | $9,999,425 | | | $11,999,490 |
Robert Friedland | | | 502,000 | | | $6,249,900 | | | $7,499,880 |
Eric Finlayson | | | 10,000 | | | $124,500 | | | $149,400 |
• | each person known to us to be the beneficial owner of more than five percent of our then-outstanding common stock; |
• | each director, director nominee and named executive officer; and |
• | all of our directors and executive officers as a group. |
Name of Beneficial Owner | | | Shares of Common Stock Beneficially Owned | | | Percentage of Class (Common) |
Named Executive Officers and Directors | | | | | ||
Robert Friedland(1) | | | 10,838,579 | | | 8.9% |
Taylor Melvin(2) | | | 374,713 | | | * |
Quentin Markin(3) | | | 219,950 | | | * |
Cassandra Joseph(4) | | | 168,666 | | | * |
Russell Ball(6) | | | 10,605 | | | * |
Sofia Bianchi(7) | | | 3,051 | | | * |
Victoire de Margerie(8) | | | 10,605 | | | * |
Hirofumi Katase(9) | | | 54,660 | | | * |
Patrick Loftus-Hills(10) | | | 4,944 | | | * |
Priya Patil(11) | | | 12,577 | | | * |
Ronald Vance(12) | | | 3,529 | | | * |
All Executive officers and directors as a group (16 people)(13) | | | 12,720,033 | | | 10.5% |
Century Vision Holdings Ltd(14) | | | 13,673,178 | | | 11.4% |
Saudi Arabian Mining Company (Ma’aden)(15) | | | 11,783,254 | | | 9.8% |
BlackRock, Inc.(16) | | | 11,365,305 | | | 9.4% |
FMR LLC(17) | | | 10,571,482 | | | 8.8% |
T. Rowe Price Associates, Inc.(18) | | | 7,657,119 | | | 6.4% |
* | Represents beneficial ownership of less than 1% of our outstanding common stock. |
(1) | Consists of (i) 9,956,636 shares of our common stock, and (ii) 881,943 shares of common stock issuable upon exercise of options vested within 60 days after April 12, 2024. Does not include shares of our common stock that may be acquired pursuant to the terms of a promissory note issued by I-Pulse Inc. (“I-Pulse”) described above under “Certain Relationship and Related Party Transaction” and based on the Schedule 13G filed by Mr. Friedland on February 14, 2024. |
(2) | Consists of (i) 208,047 shares of our common stock, and (ii) 166,666 shares of common stock of the Issuer issuable upon exercise of options vested within 60 days after April 12, 2024. |
(3) | Consists of direct ownership of 150,000 shares of our common stock and 69,950 shares of our common stock held indirectly through Robert Hoddle Investment Holdings Ltd. |
(4) | Consists of (i) indirect ownership of 2,000 shares of our common stock is held by Cassandra Joseph Family Trust, and (ii) 166,666 shares of our common stock issuable upon exercise of options vested within 60 days after April 12, 2024. |
(6) | Consists of 10,605 shares of our common stock issuable pursuant to deferred share units vested within 60 days after April 12, 2024. |
(7) | Consists of 3,051 shares of our common stock issuable pursuant to deferred share units. |
(8) | Consists of 10,605 shares of our common stock issuable pursuant to deferred share units vested within 60 days after April 12, 2024. |
(9) | Consists of (1) direct ownership of 44,055 shares of our common stock, and (ii) 10,605 shares of our common stock issuable pursuant to deferred share units vested within 60 days after April 12, 2024. |
(10) | Consists of 4,944 shares of our common stock issuable pursuant to deferred share units vested within 60 days after April 12, 2024. |
(11) | Consists of (i) direct ownership of 1,972 shares of our common stock and (ii) 10,605 shares of our common stock issuable pursuant to deferred share units vested within 60 days after April 12, 2024. |
(12) | Consists of 3,529 shares of our common stock issuable pursuant to deferred share units vested within 60 days after April 12, 2024. |
(13) | Consists of the shares listed in the above footnotes, plus (i) 359,824 shares of our common stock held directly or indirectly by our other executive officers, and (ii) 658,330 shares of our common stock issuable to our other executive officers pursuant to options vested within 60 days after April 12, 2024. |
(14) | Based on the Schedule 13G filed by Century Vision Holdings Ltd., Chow Tai Fook Capital Ltd., Chow Tai Fook (Holding) Ltd., Chow Tai Fook Enterprises Ltd., and Prestige Century Investments Ltd. on February 13, 2023. The reporting persons’ address is 38/F, New World Tower, 18 Queen's Road Central, Hong Kong. The reporting persons each report beneficial ownership of all of the shares, which are held by Century Vision Holdings Ltd. as to 13,083,968 shares and Prestige Century Investments Ltd. as to 589,210 shares of our common stock. Chow Tai Fook Capital Ltd. owns 81.03% of Chow Tai Fook (Holding) Ltd., which owns 100% of Chow Tai Fook Enterprises Ltd., which owns 100% of each of Century Vision Holdings Ltd. and Prestige Century Investments Ltd. |
(15) | Based on the Schedule 13D/A filed by Saudi Arabian Mining Company (Ma’aden) on October 31, 2023. The reporting person’s address is P.O. Box 68861, Riyadh 11537, Kingdom of Saudi Arabia. |
(16) | Based on the Schedule 13G filed by BlackRock, Inc. on January 24, 2024. The reporting person’s address is 50 Hudson Yards, New York, NY 10001. BlackRock Inc. has sole voting power over 11,271,042 shares of our common stock and sole dipositive power over 11,365,305 shares of our common stock. |
(17) | Based on the Schedule 13G/A filed by FMR, LLC (“FMR”) and Abigail P. Johnson on February 9, 2024. The report persons’ address is 245 Summer Street, Boston, Massachusetts 02210. The reporting persons each report beneficial ownership of all of the shares, and that Fidelity Management & Research Company LLC beneficially owns 5% or greater of our shares of common stock being reported therein. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. |
(18) | Based on the Schedule 13G filed by T. Rowe Price Associates, Inc. on February 14, 2024. The reporting person’s address is 450 E Rio Salado Parkway, Suite 130, Tempe, Arizona 85281. The reporting person reports sole voting power over 3,517,090 shares of our common stock and sole dispositive power over 7,657,119 shares of our common stock. |
Q: | What happens if additional proposals are presented at the Annual Meeting? |
A: | Other than the three proposals described in this proxy statement, we do not expect any matters to be presented for a vote at the Annual Meeting. If you grant a proxy, the Named Proxies will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If for any unforeseen reason the director nominees not available as a candidate for director, the Named Proxies will vote your proxy for such other candidate as may be nominated by the Board of Directors. |
Q: | Who will bear the cost of soliciting votes for the Annual Meeting? |
A: | Ivanhoe Electric will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials. However, if you choose to vote over the Internet, you will bear the expenses for your Internet access. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers, and employees, who will not receive any additional compensation for such solicitation activities. We will also reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders. |
Q: | May I propose nominees for election to the Board of Directors at next year’s annual meeting of stockholders? |
A: | Yes, our bylaws establish an advance notice procedure for stockholders to make nominations for the position of director at an annual meeting. Director nominee proposals for the 2025 annual meeting of stockholders will not be considered timely unless such proposals are received by us no later than February 6, 2025, and no earlier than January 7, 2025, in accordance with our bylaws; provided, however, in the event that the date of the annual meeting is advanced more than 30 days prior to the anniversary date of the Annual Meeting, or delayed more than 70 days after such anniversary date then to be timely such notice must be received by us, in accordance with the bylaws, no earlier than 120 days prior to such annual meeting and no later than the later of 70 days prior to the date of the meeting or the 10th day following the day on which public announcement of the date of the meeting was first made by us. Any proposal to nominate a director to our Board of Directors must set forth the information required by our bylaws. |
Q: | May I propose other business proposals for consideration at next year’s annual meeting of stockholders? |
A: | Yes, you may submit other business proposals for consideration at next year’s annual meeting of stockholders. In order for a stockholder proposal to be considered for inclusion in the proxy statement in reliance on |