Russell C. LawrenceHow are nominees elected?
Directors are elected by a majority of the votes cast, in person or by proxy, at the annual meeting by holders of a plurality of outstanding shares entitled to vote present in person or by proxy at the annual meeting. Pursuant to our Articles of Incorporation, shareholders are permitted to cumulate their votes for the election of directors.
Board Recommendation
The Board recommends a vote FOR each of the five nominees. All proxies executed and returned without an indication of how shares should be voted will be voted FOR the election of all nominees.
INFORMATION ON THE BOARD OF DIRECTORS The following table sets forth certain information with respect to current directors. The term for each director expires at our next annual meeting or until his or her successor is appointed and qualified. The ages of the directors are shown as of December 31, 2013.
Whitney H. Ferer
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Director
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2013 Annual meeting| Name | | Age | | Affiliation | | Expiration of Term | | | | | | | | | John C. Lawrence | | 75 | | Chairman, President, and Treasurer; Director | | Annual meeting | | | | | | | | | Gary D. Babbitt | | 68 | | Director | | Annual meeting | | | | | | | | | Hartmut W. Baitis | | 64 | | Director | | Annual meeting | | | | | | | | | Russell C. Lawrence | | 45 | | Director | | Annual meeting | | | | | | | | | Whitney H. Ferer | | 55 | | Director | | Annual meeting | | | | | | | | | Bernard J. Guarnera* | | 70 | | Director | | Annual meeting* |
Bernard J.
*Mr. Guarnera resigned from the Board of Directors effective January 24, 2014.Set forth below is the present principal occupation and other business experience during the last five years of each five nominees for election (excluding Mr. Guarnera who is not standing for election).
John C. Lawrence. Mr. Lawrence has been the president and a director since the Company’s inception. Mr. Lawrence was the president and a director of AGAU Mines, Inc., our corporate predecessor, since the inception of AGAU Mines, Inc. in 1968. He is a member of the Society of Mining Engineers and a recipient of the Uuno Sahinen Silver Medallion Award presented by Butte Tech, University of Montana. He holds a BA degree from Hamilton with course work at the University of Wyoming, an MA degree from the University of Wyoming and has completed all course work and thesis at the University of Utah for a PhD degree. Mr. Lawrence has an extensive background in mining, milling, smelting, chemical processing and oil and gas.
Gary D. Babbitt. Mr. Babbitt, who joined the Board in 1998, has been involved in the formation of the Company’s Mexican subsidiaries and acquisition of mining concessions and smelter operations in Mexico, and other business relationships of the Company domestically and internationally. He currently serves as secretary/director of USAC’s Mexican Subsidiaries. Prior to becoming a USAC director, he represented mining companies in a variety of transactions and cases for more than 30 years in the Western United States, with an emphasis in mining law and CERCLA. Mr. Babbitt has a B.A. from the Albertson College of Idaho, and earned his J.D. from the University of Chicago.
Hartmut W. Baitis. Mr. Baitis, who joined the Board in 2011, has more than 35 years of experience as an exploration geologist in the U.S., Canada, Central America and Mexico. Since 1995, he has been a consultant to numerous mining companies, and preparing advanced-stage precious metal, base metal and industrial metal evaluations. Mr. Baitis is involved in ownership of several gold and base metal properties and two producing mines. He has a B.S. and a Ph.D. in Geology from the University of Oregon.
Russell C. Lawrence. Mr. Lawrence, who joined the Board in 2007, has experience in the lines of applied physics, mining, refining, excavation, electricity, electronics, and building contracting. He graduated from the University of Idaho with a degree in physics in 1994 and worked for the Physics Department at the University of Idaho for a period of 10 years. He has also worked as a building contractor and for USAC at the smelter and laboratory at Thompson Falls, for USAMSA in the construction and operation of the USAMSA smelter in Mexico, and for Antimonio de Mexico, S. A. de C. V. at the San Miguel Mine and the Cadereyta mill site in Mexico. He also serves as vice president/director of USAC’s Mexican Subsidiaries. Mr. Lawrence is the son of John C. Lawrence, the Company’s Chairman and President. Whitney H. Ferer. Mr. Ferer, who joined the Board in 2012, has worked for 34 years for Aaron Ferer & Sons, or AF&S, headquartered in Omaha, Nebraska, where he is currently the Vice President of Trading and Operations and Vice Chairman of the Board. He previously served as the Vice President of the Lead and Zinc Division of AF&S, and has been involved in the patenting of various processes for the breakdown of plastics and metal recovery.
Family Relationships
John C. Lawrence is the father of Russell C. Lawrence.
Other Directorships
No directors of the Company are also directors of issuers with a class of securities registered under Section 12 of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act, or which otherwise are required to file periodic reports under the Exchange Act.
Legal Proceedings The Company is not aware of any material legal proceedings to which any director, officer or affiliate of the Company, or any owner of record or beneficially of more than five percent of common stock of the Company, or any associate of any director, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. The Company is not aware of any of its directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses) or being subject to any of the items set forth under Item 401(f) of Regulation S-K. CORPORATE GOVERNANCE | 69
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Set forth below is the present principal occupation and other business experience during the last five years of each nominee for election.
John C. Lawrence. Mr. Lawrence has been the president and a director since the Company’s inception. Mr. Lawrence was the president and a director of AGAU Mines, Inc., our corporate predecessor, since the inception of AGAU Mines, Inc. in 1968. He is a member of the Society of Mining Engineers and a recipient of the Uuno Sahinen Silver Medallion Award presented by Butte Tech, University of Montana. He holds a BA degree from Hamilton with course work at the University of Wyoming, an MA degree from the University of Wyoming and has completed all course work and thesis at the University of Utah for a Phd degree. Mr. Lawrence has an extensive background in mining, milling, smelting, chemical processing and oil and gas.
Gary D. Babbitt. Mr. Babbitt, who joined the Board in 1998, has been involved in the formation of the Company’s Mexican subsidiaries and acquisition of mining concessions and smelter operations in Mexico, and other business relationships of the Company domestically and internationally. He currently serves as secretary/director of USAC’s Mexican Subsidiaries. Prior to becoming a USAC director, he represented mining companies in a variety of transactions and cases for over thirty years in the Western United States, with an emphasis in mining law and CERCLA. Mr. Babbitt has a B.A. from the Albertson College of Idaho, and earned his J.D. from the University of Chicago.
Hartmut W. Baitis. Mr. Baitis, who joined the Board in 2011, has over 35 years of experience as an exploration geologist in the U.S., Canada, Central America and Mexico. Since 1995, he has been a consultant to numerous mining companies, and preparing advanced-stage precious metal, base metal and industrial metal evaluations. Mr. Baitis is involved in ownership of several gold and base metal properties and two producing mines. He has a B.S. and a Ph.D. in Geology from the University of Oregon.
Russell C. Lawrence. Mr. Lawrence, who joined the Board in 2007, has experience in the lines of applied physics, mining, refining, excavation, electricity, electronics, and building contracting. He graduated from the University of Idaho with a degree in physics in 1994 and worked for the Physics Department at the University of Idaho for a period of 10 years. He has also worked as a building contractor and for USAC at the smelter and laboratory at Thompson Falls, for USAMSA in the construction and operation of the USAMSA smelter in Mexico, and for Antimonio de Mexico, S. A. de C. V. at the San Miguel Mine and the Cadereyta mill site in Mexico. He also serves as vice president/director of USAC’s Mexican Subsidiaries. Mr. Lawrence is the son of John C. Lawrence, the Company’s Chairman and President.
Whitney H. Ferer. Mr. Ferer, who was nominated to the Board in February 2012, has worked for 34 years for Aaron Ferer & Sons, or AF&S, headquartered in Omaha, Nebraska, where he is currently the Vice President of Trading and Operations and Vice Chairman of the Board. He previously served as the Vice President of the Lead and Zinc Division of AF&S, and has been involved in the patenting of various processes for the breakdown of plastics and metal recovery.
Bernard J. Guarnera. Mr. Guarnera, who was nominated to the Board in May 2012, has more than 40 years of experience in the global mining industry. Most recently he served as Chairman and CEO of Behre Dolbear & Company, an internationally recognized mining consulting firm which was founded in 1991. He previously served with Texaco’s Minerals Group, Damyes & Moore and Boise Cascade, firms where he worked in the coal and uranium, precious and base metals and industrial minerals sectors. Mr. Guarnera has degrees from the Michigan College of Mining & Technology (B.Sc. Geological Engineering (mining emphasis) and M.Sc. Economic Geology).
Recommendation of the Board of Directors
The Board of Directors recommends a vote “FOR” the election of John C. Lawrence, Gary D. Babbitt, Harmut W. Baitis, Russell C. Lawrence, Whitney H. Ferer and Bernard J. Guarnera.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
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Board of Directors
The Board of Directors conducts its business through Board meetings and through its committees. The current Board is composed of five directors.
Director Independence
We have five directors as of the Record Date, including three independent directors as follows:
An “independent” director is a director whom the Board of Directors has determined satisfies the requirements for independence under Section 803A of the NYSE MKT Company Guide. Meetings of the Board and Board Member Attendance at Annual Meeting During the year ended December 31, 2011,2013, the Board of Directors held four (4) meetings. Each incumbent director, other than Bernard Guarnera, attended all of the meetings of the Board and committees on which such person served during this period.
Board members are not required to attend the annual meeting.
Communications to the Board
Shareholders who are interested in communicating directly with members of the Board, or the Board as a group, may do so by writing directly to the individual Board member c/o Corporate Secretary, Alicia Hill, at United States Antimony Corporation, P.O. Box 643, Thompson Falls, Montana 59873. Our Secretary will forward communications directly to the appropriate Board member. If the correspondence is not addressed to the particular member, the communication will be forwarded to a Board member to bring to the attention of the Board. Our Secretary will review all communications before forwarding them to the appropriate Board member.
Committees and Committee Charters
The Board of Directors has a standing Executive Committee, Audit Committee, Compensation Committee and Corporate Governance & Nominating Committee. The Audit Committee was established in December 2011, and the Compensation and the Corporate Governance & Nominating Committees were established in 2012.
The AuditExecutive Committee consists of three members, Gary D. Babbitt (Chairman), Hartmut W. Baitis and Whitney H. Ferer. Mr. Ferer meets the definition of “audit committee financial expert,” as defined by the SEC.
The Executive Committee consists of two members, John C. Lawrence and Gary D. Babbitt. During 2013, the Executive Committee met two (2) times.
Audit Committee and Audit Committee Financial Experts We have a standing Audit Committee and audit committee charter, which complies with Rule 10A-3 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the requirements of the NYSE MKT. Our Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. Our Audit Committee is composed of three (3) directors each of whom, in the opinion of the Board, are independent (in accordance with Rule 10A-3 of the Exchange Act and the requirements of Section 803A of the NYSE MKT Company Guide) and financially literate (pursuant to the requirements of Section 803B of the NYSE MKT Company Guide): Gary D. Babbitt (Chairman), Hartmut W. Baitis and Whitney H. Ferer. Mr. Babbitt;Baitis satisfies the requirement of a “financial expert” as defined under Item 407(d)(5) of Regulation S-K and meets the requirements for financial sophistication under the requirements of Section 803B of the NYSE MKT Company Guide. Our Audit Committee meets with our management and our external auditors to review matters affecting financial reporting, the system of internal accounting and financial controls and procedures and the audit procedures and audit plans. Our Audit Committee reviews our significant financial risks, is involved in the appointment of senior financial executives and annually reviews our insurance coverage and any off-balance sheet transactions. Our Audit Committee monitors our audit and the preparation of financial statements and all financial disclosure contained in our SEC filings. Our Audit Committee appoints our external auditors, monitors their qualifications and independence and determines the appropriate level of their remuneration. The external auditors report directly to the Audit Committee. Our Audit Committee has the authority to terminate our external auditors’ engagement and approve in advance any services to be provided by the external auditors that are not related to the audit. During the fiscal year ended December 31, 2013, the Audit Committee met seven (7) times. A copy of the Audit Committee charter is available on our website at www.usantimony.com. Audit Committee Report Our Audit Committee oversees our financial reporting process on behalf of the Board. The Committee has three (3) members, each of whom is “independent” as determined under Rule 10A-3 of the Exchange Act and the rules of the NYSE MKT. The Committee operates under a written charter adopted by the Board. The Committee assists the Board by overseeing the (1) integrity of our financial reporting and internal control, (2) independence and performance of our independent auditors, (3) and provides an avenue of communication between management, the independent auditors and the Board. In the course of providing its oversight responsibilities regarding the 2013 financial statements, the Committee reviewed the 2013 audited financial statements, which appear in the 2013 Annual Report on Form 10-K, with management and our independent auditors. The Committee reviewed accounting principles, practices, and judgments as well as the adequacy and clarity of the notes to the financial statements. The Committee reviewed the independence and performance of the independent auditors who are responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States, and such other matters as required to be communicated by the independent auditors in accordance with Statement of Auditing Standards 61, as superseded by Statement of Auditing Standard 114—the Auditor’s Communication With Those Charged With Governance, as modified or supplemented. The Committee meets with the independent auditors to discuss their audit plans, scope and timing on a regular basis, with or without management present. The Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board for independent auditor communications with audit committees concerning independence, as may be modified or supplemented. In reliance on the reviews and discussions referred to above, the Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in the Annual Report to the Securities and Exchange Commission on Form 10-K for the year ended December 31, 2013. The Committee and the Board have also recommended the selection of DeCoria, Maichel and Teague P.S. as independent auditors for the Company for the fiscal year 2014. USubmitted by the Audit Committee Members | ● | Gary D. Babbit (Chairman) |
Compensation Committee We have a Compensation Committee composed of three (3) directors, all of whom, in the opinion of our Board of Directors, are independent (under Section 803A of the NYSE MKT Company Guide): Gary D. Babbitt (Chairman), Hartmut W. Baitis and Whitney H. Ferer. We have a Compensation Committee charter that complies with the requirements of the NYSE MKT. Our Compensation Committee is responsible for considering and authorizing terms of employment and compensation of executive officers and providing advice on compensation structures in the various jurisdictions in which we operate. Our Chief Executive Officer may not be present during the voting determination or deliberations of his or her compensation; however, our Compensation Committee does consult with our Chief Executive Officer in determining and recommending the compensation of directors and other executive officers. In addition, our Compensation Committee reviews both our overall salary objectives and significant modifications made to employee benefit plans, including those applicable to executive officers, and propose awards of stock options, if any. The Compensation Committee has determined that the Company’s compensation policies and practices for its employees generally, not just executive officers, are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee does not and cannot delegate its authority to determine director and executive officer compensation. Due to budgetary constraints, neither the Company or the Compensation Committee consistshas engaged the services of an external compensation consultant. During the fiscal year ended December 31, 2013, the Compensation Committee met two (2) times. A copy of the Compensation Committee charter is available on our website at www.usantimony.com. Corporate Governance and Nominating Committee We have a Corporate Governance and Nominating Committee composed of three members, Mr.(3) directors, all of whom, in the opinion of our Board of Directors, are independent (under Section 803A of the NYSE MKT Company Guide): Gary D. Babbitt (Chair) and Messrs.(Chairman), Hartmut W. Baitis and Ferer;Whitney H. Ferer. We have a Corporate Governance and Nominating Committee charter that complies with the requirements of the NYSE MKT. Our Corporate Governance and Nominating Committee is responsible for developing our approach to corporate governance issues. The Committee evaluates the qualifications of potential candidates for director and recommends to the Board nominees for election at the next annual meeting or any special meeting of shareholders, and any person to be considered to fill a Board vacancy resulting from death, disability, removal, resignation or an increase in Board size. The Committee has adopted a Director Nominating Process and Policy which sets forth the criteria the Board will assess in connection with the consideration of a candidate, including the candidate’s integrity, reputation, judgment, knowledge, independence, experience, accomplishments, commitment and skills, all in the context of an assessment of the perceived needs of the Board at that time. A copy of the Director Nominating Process and Policy is available on our website at www.usantimony.com. We do not have a formal policy regarding diversity in the selection of nominees for directors. The Corporate Governance and Nominating Committee does, however, consider diversity as part of its overall selection strategy. In considering diversity of the Board as a criteria for selecting nominees, the Corporate Governance &and Nominating Committee consiststakes into account various factors and perspectives, including differences of viewpoint, professional experience, education, skills and other individual qualities and attributes that contribute to Board heterogeneity, as well as race, gender and national origin. The Corporate Governance and Nominating Committee seeks persons with leadership experience in a variety of contexts. The Corporate Governance and Nominating Committee believes that this conceptualization of diversity is the most effective means to implement Board diversity. The Corporate Governance and Nominating Committee will assess the effectiveness of this approach as part of its annual review of its charter. The Committee will consider recommendations for director nominees made by shareholders and others if these individuals meet the criteria set forth in the Director Nominating Process and Policy. For consideration by the Committee, the nominating shareholder or other person must provide the Corporate Secretary’s Office with information about the nominee, including the detailed background of the suggested candidate that will demonstrate how the individual meets our director nomination criteria. If a candidate proposed by a shareholder meets the criteria, the individual will be considered on the same basis as other candidates. No shareholder or shareholders holding 5% or more of our outstanding stock, either individually or in aggregate, has recommended a nominee for election to the Board. All of the nominees included on the proxy card accompanying this proxy statement were nominated by the Corporate Governance and Nominating Committee and were recommended by our current Board. During the fiscal year ended December 31, 2013, the Corporate Governance and Nominating Committee met one (1) time. A copy of the Corporate Governance and Nominating Committee charter is available on our website at www.usantimony.com. Board Leadership Structure The Board has reviewed our current Board leadership structure in light of the composition of the Board, our size, the nature of our business, the regulatory framework under which we operate, our shareholder base, our peer group and other relevant factors. Considering these factors we have determined not to have a separate Chief Executive Officer and Chairman of the Board, and to have John C. Lawrence fill both roles. We have determined that this structure is currently the most appropriate Board leadership structure for us. The Board noted the following factors in reaching its determination: | ● | The Board acts efficiently and effectively under its current structure. |
| ● | A structure of a combined Chief Executive Officer and Chairman of the Board is in the best position to be aware of major issues facing us on a day-to-day and long-term basis, and is in the best position to identify key risks and developments facing us to be brought to the Board’s attention. |
| ● | This structure eliminates the potential for confusion and duplication of efforts, including among employees. |
| ● | Companies within our peer group utilize similar Board structures. |
We do not have a lead independent director. Given the size of the Board, the Board believes that the presence of three members, Mr. Babbitt (Chair)independent directors out of the five directors on the Board, with independent directors sitting on the Board’s committees, is sufficient independent oversight of the Chairman and Messrs. BaitisChief Executive Officer. The independent directors work well together in the current board structure and Ferer.the Board does not believe that selecting a lead independent director would add significant benefits to the Board oversight role.
Code of Ethics
The Board of Directors has adopted an OfficerDirector’s Role in Risk Management Oversight The understanding, identification and Director Codemanagement of Ethics.risk are essential elements for the successful management of the Company. Risk oversight begins with the Board and the Audit Committee. The Code is applicable toAudit Committee consists of Mr. Babbitt (Chairman), and Messrs. Baitus and Ferer, each of whom is an independent director. The Audit Committee reviews and discusses policies with respect to risk assessment and risk management. The Audit Committee also has oversight responsibility with respect to the integrity of our directorsfinancial reporting process and officers, includingsystems of internal control regarding finance and accounting, as well as its financial statements. At the principal executive officermanagement level, an internal audit provides reliable and senior financial officers,timely information to the Board and requires individualsmanagement regarding our effectiveness in identifying and appropriately controlling risks. Annually, management presents to maintain the highest standardsAudit Committee a report summarizing the review of professional conduct.our methods for identifying and managing risks. Additionally, our Corporate Governance and Nominating Committee reviews the risks related to succession planning and the independence of the Board. The Compensation Committee reviews the risks related to our various compensation plans. In the event that a committee is allocated responsibility for examining and analyzing a specific risk, such committee reports on the relevant risk exposure during its regular reports to the entire Board to facilitate proper risk oversight by the entire Board. Based on a review of the nature of operations, we do not believe that any areas of the Company are incentivized to take excessive risks that would likely have a material adverse effect on our operations.
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DIRECTORS’ COMPENSATION ___________________________
During 2012, the CompanyWe paid directors’directors' fees in the form of 26,000 shares of our Common Stock.common stock per director during 2010. In January of 2012, we issued the directors a total of 149,500 shares, of Common Stock, of which 95,835 shares were for services during 2011. The remaining shares willwere to be part of the directors’ compensation for 2012.
The following table summarizes Following is a summary of fees, cash payments, stock awards, and other reimbursements to directorsDirectors during the year ended December 31, 2011:
| Name and Principal Position | | Fees Earned or paid in Cash | | | Salary | | | Stock Awards | | | Reimbursed Expenses | | | Total Fees, Salary, Awards, and Other Compensation | | | John C. Lawrence, President | | | | | $ | 126,000 | | | | | | | | | $ | 126,000 | | | John C. Lawrence,Chairman | | | | | | | | | $ | 40,001 | | | $ | 47,232 | | | $ | 87,233 | | | Gary D. Babbitt, Director(1) | | $ | 36,000 | | | | | | | $ | 40,001 | | | $ | 1,083 | | | $ | 77,084 | | | Leo Jackson, Director(2) | | $ | 60,000 | | | | | | | $ | 40,001 | | | $ | 24,858 | | | $ | 124,859 | | | Russell C. Lawrence, Director | | | | | | $ | 85,000 | | | $ | 40,001 | | | $ | 22,326 | | | $ | 147,327 | | | Hartmut W, Baitis, Director | | | | | | | | | | $ | 29,999 | | | | | | | $ | 29,999 | | | Patrick Dugan, Director(3) | | | | | | | | | | $ | 40,001 | | | | | | | $ | 40,001 | | | Totals | | $ | 96,000 | | | $ | 211,000 | | | $ | 230,004 | | | $ | 95,499 | | | $ | 632,503 | |
| (1) | Mr. Babbitt currently serves as Chairman of the following Board committees: Audit,Directors Compensation and Corporate Governance/Nomination. He also serves on the Corporate Executive Committee and is a board member of USAMSA, the Company’s wholly-owned Mexican subsidiary. In 2011, Mr. Babbitt performed Board duties relating to projects in Mexico and formation of the standing Board committees required by the Sarbanes Oxley Act and the New York Stock Exchange (NYSE). He also acts as a liaison with U.S. and Mexican counsel on certain matters. |
| (2) | In 2011, Mr. Jackson, as a member of the Audit Committee, performed Audit Committee services in coordinating accounting and tax issues with the Company’s certified public accountants in Saltillo, Mexico and Queretaro, Mexico. He also was an independent contractor for the Company on certain licensing and permitting issues in Mexico, as well as governmental relations at both the federal and state level. His fees for services in 2011 totaled $60,000. He also served on the Board Compensation and Corporate Governance/Nomination Committee. Mr. Jackson resigned from the Board for health reasons on May 15, 2012, but continues as an independent contractor on Company matters in Mexico, as he is fluent in Spanish having worked in Mexico for many decades. |
| (3) | Mr. Dugan resigned as a director of the Company on February 9, 2012. |
For 2012, the fees for serving as a chair of a Board committee are as follows: (i) Audit Committee, $16,000; (ii) Compensation Committee, $14,000; and (iii) Corporate Governance & Nominating Committee, $6,000. In addition, for 2012, directors will receive a fee of $25,000 for serving on the Board, or an equivalent value of USAC restricted Common Stock, which amount may be adjusted based on market conditions.
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| Name and Principal Position | | Fees Earned or paid in Cash | | | Stock Awards | | | Total Fees, Awards, and Other Compensation | | | | | | | | | | | | | | John C. Lawrence, Chairman | | | | | $ | 25,000 | | | $ | 25,000 | | Bernard Guarnera, Director | | | | | $ | 25,000 | | | $ | 25,000 | | Gary D. Babbitt, Director | | $ | 36,000 | | | $ | 25,000 | | | $ | 61,000 | | Russell Lawrence, Director | | | | | | $ | 25,000 | | | $ | 25,000 | | Hartmut Baitis, Director | | | | | | $ | 25,000 | | | $ | 25,000 | | Whitney Ferer, Director | | | | | | $ | 25,000 | | | $ | 25,000 |
EXECUTIVE COMPENSATION ___________________________
Summary Compensation Table
The following summary compensation table sets forth information concerning the annual compensation for services to the Company for the years ended December 31, 2013, 2012 and 2011, paid by the Company to its executive officers. | Name and Principal Position | | Year | | Salary | | | Bonus | | | Stock Awards (1) | | | All Other Compensation | | | Total | | | | | | | | | | | | | | | | | | | | | | | | | | John C. Lawrence, President and Chief Executive Officer | | 2013 | | $ | 141,000 | | | N/A | | | $ | 25,000 | | | | | | | $ | 166,000 | | | | | 2012 | | $ | 141,000 | | | | | | $ | 25,000 | | | | | | | $ | 166,000 | | | | | 2011 | | $ | 126,000 | | | | | | $ | 62,400 | | | | | | | $ | 188,400 | | | | | | | | | | | | | | | | | | | | | | | | | | John C. Gustaven, Executive Vice President | | 2013 | | $ | 100,000 | | | N/A | | | | | | | | | | | $ | 100,000 | | | | | 2012 | | $ | 100,000 | | | | | | | | | | | | | | $ | 100,000 | | | | | 2011 | | $ | 85,000 | | | | | | | | | | | | | | $ | 85,000 | | | | | | | | | | | | | | | | | | | | | | | | | | Russell Lawrence, Vice President for Latin America | | 2013 | | $ | 105,000 | | | N/A | | | $ | 25,000 | | | | | | | $ | 120,000 | | | | | 2012 | | $ | 105,000 | | | | | | $ | 25,000 | | | | | | | $ | 120,000 | | | | | 2011 | | $ | 85,000 | | | | | | $ | 62,400 | | | | | | | $ | 147,400 | |
| (1) | These figures represent the fair values, as of the date of issuance, of the annual director's fees payable in the form of shares of USAC's common stock. |
| Compensation for all executive officers, except for the President/CEO position, is recommended to the Compensation Committee of the Board of Directors by the President/CEO. The Compensation Committee makes the recommendation for the compensation of the President/CEO. The Compensation Committee has identified a peer group of mining companies to aid in reviewing the President’s compensation recommendations for executives, and for reviewing the compensation of the President/CEO. The full Board approves the compensation amounts recommended by the Compensation Committee. Currently, the compensation of executive management includes only base salary and health insurance. The Company does not have annual performance based salary increases, long term performance based cash incentives, deferred compensation, retirement benefits, or disability benefits. For the years ended December 31, 2011 and 2012, the President/CEO received an increase in annual base compensation of $24,000and $15,000, respectively. The Board of Directors determined that this executive officer’s compensation for the prior years ended December 31, 2010 and 2011, was substantially less than that of chief executive officers for similar companies, and that a raise was appropriate to compensate him for management of an enterprise with the complexities of United States Antimony Corporation. |
| Two executive officers, the President/CEO and the Vice-President for the Latin American operations, have received restricted stock awards for their services as Board members. |
Equity Compensation Awards
The following table sets forth information concerning the outstanding equity awards at December 31, 2013, held by our principal executive officer. There were not any other outstanding equity awards or plan based awards to officers or directors as of December 31, 2013. | | | | | | Outstanding Equity Awards at Fiscal Year End | | | | | | | | | Number of Securities Underlying Unexercised Options | | | | | | | | | | Name | | | | | | | | Number of Securities Underlying Unexercised Unearned Options | | | Average Exercise Price | | Option Exercise Dates | | | | | | | | | | | | | | | | | John C. Lawrence | | | 250,000 | | | | 0 | | | | 0 | | | $ | 0.25 | | None | (Chairman of the Board Of Directors and Chief Executive Officer) | | | | | | | | | | | | | | | | | |
Compensation Committee Compensation Discussion and Analysis
This discussion and analysis provides you with an understanding of our executive compensation philosophy, plans and practices, and gives you the context for understanding and evaluating the more specific compensation information contained in the tables and related disclosures that follow.set forth above.
The CompanyUnited States Antimony Corporation (USAC or the Company) is engaged in mining and processing zeolite, antimony and precious metals. We have an operatingown and operate a zeolite mine and plant near Preston, Idaho and an operatingown and operate the Los Juarez antimony mine in the state of Queretaro, Mexico,Mexico. We also operate a mill in Guanajuato, Mexico and antimony smelters in Coahuila, Mexico and Thompson Falls, Montana. The Company headquarters are in Thompson Falls, Montana.
The Company also operates antimony mines atSoyatal and Wadley and has had to compete for management personnel in a world market. Unlike a precious-metal mining company, USAC faces a distinctly different metallurgicalsupply agreements with mines at Guadalapana and processing regimen in producing antimony metal and related antimony products. Consequently, the pool of experienced management talent for antimony mining, milling, metallurgy and smelting is relatively limited. The Company, under the leadership of John C. Lawrence, the Company’s Chief Executive Officer, or CEO, embarked on an intensive and successful training and recruiting program for staffing the Company’s operations in Thompson Falls, Montana and the Mexican antimony mine, mill and smelter. As a result the Company has in place a capable and knowledgeable management team in charge of the Company’s operations.
Completing the construction of the mine, mill and smelter in Mexico has been the primary focus of management and the Board of Directors. The Company understands that compensation of management and its directors lags behind the Company’s peers. At that same time, the Company believes that completing and developing the Mexican project will create shareholder value and will increase the long term viability of the Company in the global marketplace.
As antimony is an important industrial metal traded globally, the Company realizes that it is not immune from world economic changes which affect the price of antimony. Historically, antimony prices have fluctuated widely. During the construction of the Mexican project, however, the Company has enjoyed relatively stable and generally increasing antimony prices.Guadalupe.
In analyzing executive compensation, the Compensation Committeecommittee recognized the hardship and risk which the CEO, John Lawrence, and the Executive Vice Presidents, John Gustaven and Russell Lawrence, faced and continue to endure in constructingworking in Mexico. Employment at the senior management level has been static in 2013 and operating2014, both in the mine, mill,Company and smelter in Mexico.all of its subsidiaries.
Oversight of the Executive Compensation Program
Role of the Compensation CommitteeCommittee.
The Compensation Committee or the Committee,(Committee) directs the design of and oversees the administration of the Company’s compensation programs. The Committee recommends the compensation level for the CEO,Chief Executive Officer (CEO) and it recommends the compensation levels of the Company’s other executive officers.Company executives. The independent directorsDirectors of the Board then consider the recommendations and vote on them. The Compensation Committee also makes recommendations to the Board concerning salary guidelines and reviews compensation matters concerning all other executive officersofficer and director compensation , including salaries, bonuses, stock-based awardsaward, and grants, and the terms and conditions of employment contracts. The Compensation Committee also oversees and consults with management on succession plans.
The Compensation Committee meets at least twice annually to consider recommendations to the Board. Typically, the CEO of the Company makes recommendations to the Committee concerning individual salary levels and other compensation for the Company’s executives based on his knowledge of theirthe work requirements and their respective effortseffort and successes.success. The CEO does not make any recommendation concerning his own salary or compensation. The Compensation Committee, as noted, makes its own recommendation to the Board concerning the CEO’s salary or other compensation. The Compensation Committee also reviews the adequacy and appropriateness of and director compensation on an annual basis. The Compensation Committee balances the Company’s compensation levels with the present operational goals and objectives of the Company.
The Compensation Committee is currently comprised of Hart Baitis, Whitney Ferer, and Gary D. Babbitt, (Chairman), Hartmut W. Baitis and Whitney H. Ferer.Chairman. This is the first report of theSecond Compensation Committee since its establishment in 2012.report. The Compensation Committee did not engage a compensation consultant in either the preparation or review of this report due to budgetary restraints.report. The Board of Directors fixed director awards based on the Committee’s market analysis.
Role of Executive Officers
The CEOChief Executive Officer makes recommendations to the Committee concerning theexecutive officers total compensation of the Company’s other executive officers. compensation.
The CEOChief Executive Officer and executive officers make recommendations to the Committee concerning long term plans and goals and short term goals for executive officers and for the CEO.
The executive officers may make recommendations concerning any qualified or non-qualifiednon- qualified stock plan which the Company may have. At this time, the Company does not have a qualified or non-qualified stock plan.
The Compensation Committee reviews thesethe executive officer recommendations relating tofor compensation and exercises its discretion in amending, accepting or modifying the same.recommendations for compensation.
The Committee did not employ an employment consultant in 2014 due to budget constraints.
Executive Compensation Principles
The following principles assist and guide the Compensation Committee in fulfilling its responsibilities as set forth in the Compensation Committee Charter and administration of the continuing executive compensation program:
compensation should be transparent so that both the Company shareholders and executives understand the executive compensation program;
| ● | Compensation should be transparent so that both the Company shareholders and executives understand the executive compensation program. |
compensation programs should correspond with the Company’s long term financial interest as well as the interests of shareholders;
| ● | Compensation programs should correspond with the Company’s long-term financial interest as well as the interests of shareholders. |
compensation should be flexible and rational in cyclical or volatile commodity markets;
| ● | Compensation should be flexible and rational in cyclical or volatile commodity markets. |
compensation should account for the inherent risks in certain geographical environments; and
| ● | Compensation should account for the inherent risks in certain geographical environments. |
compensation should be responsive to retaining qualified, high caliber executives and management.
| ● | Compensation should be responsive to retaining qualified, high caliber executives and management. |
Executive managementManagement currently receives only a base salary and health insurance. The Company does not have annual performance based salary plans, or long term performance based cash incentives, deferred compensation, retirement benefits or disability benefits. The CEO, John C. Lawrence, the CEO, and Russell C. Lawrence, the Vice President of Latin American Operations, are Board members and receive compensation in the form of Company common stock for serving on the Board.
The Compensation Committee will examine possible incentive programs for officer and directors in 2013.
Market Position
While the Company has identified a peer group, plans arethe Committee recommends not to raise or change executive managementExecutive Management base salaries modestly in 20122014 and the salaries have remained static from the 2011 level. Moreover,2013 level, except for a modest increase of the CFO’s compensation from $75,000 to $90,000. The CFO is an hourly employee, and as a result of increased workload in 2014, his compensation increased.
The Board of Directors rescinded the historical annual grant of restricted 26,000 shares of common stock to the directors as of May 14, 2012 (which had been previously authorized prior13, 2012. The directors’ new compensation was limited in 2013 not to the Company stock price increaseexceed $25,000 in 2011). Director compensation will be reduced in 2012.value unless circumstances otherwise permit a different award. The Company does not have percentile projections, incentives, or goals of compensation for any executive officers or for directors.directors of the Company. There is no other compensation to executives or directors other than what is disclosed in this report. As the directors’ stock award for 2013 was not made until the spring of 2014, the Board of Directors will wait until the end of 2014 or early 2015 to determine director compensation for 2014.
Market Assessments
The Compensation Committee reviews market compensation levels for the Board of Director and executive officerExecutive compensation. At the present time the continuing development of the Mexican program requires that changes in base salariessalary of the executive officersexecutives and compensation of directors will be carefully determined and on a case by case basis.basis annually.
Peer Group
The Committee identified the following mining companies for the peer or comparison group for compensation analysis comparisons based on their 20112014 market capitalization. These companies are a mix of exploration andmainly operating mining companies:
| Name | | Mkt Cap | | | Alexco Resources (AXU) | | $ | 372.M | | | Great Panther Mining (GPL) | | $ | 292.65M | | | General Moly (GMO) | | $ | 270.82M | | | US Antimony (UAMY) | | $ | 180 M | | | Comstock Mining (Lode) | | $ | 128.045M | | | Revett Mining (RVM) | | $ | 130.6M | | | Santa Fe Corp (SFEG) | | $ | 90.27 | | | Avino Gold and Silver (ASM) | | $ | 44.39 | |
Comparison of Executive Salaries with Peer Group
In comparing salaries, in each case there were outliers that paid significantly higher salaries than the others incompanies, as exploration companies are not considered to be peers. The following list ranks the peer group and these outliers were eliminated for comparison purposes.
In 2011,companies by the salarysize of CEO John C. Lawrence ranked in the 25th percentile among peer group CEOs. The salary range of the CEOs in the peer group was between $155,000 and $1,589, 240, and the average CEO salary was $524,369. There were seven peer group companies used for the CEO comparison.
In 2011, the salary of Dan Parks,their capitalization (e.g., the Company’s Chief Financial Officer, or CFO, rankedcapitalization is $95,000,000) and shows that information with available salary levels. The companies’ market symbol is shown in the 50th percentile among peer group CFOs. The salary range of the CFOs in the peer group was between $39,000 and $432,175, and the average CFO salary was $206,814. There were five peer group companies used for the CFO comparison.parenthesis.
In 2011, the average salary of Russell Lawrence and John Gustaven, the Company’s Executive Vice Presidents, or EVPs, ranked in the lower 10th percentile among peer group EVPs. The salary range of the EVPs in the peer group was between $100,600 and $517,000, and the average EVP salary was $223,912. There were six peer group companies used for the EVP comparison.
Expatriate Compensation
The Company pays for lodging, food, and transportation both domestically and internationally as needed and required.
| | | CEO/PRES | | | COO | | | EX VP | | | CFO | | | TREAS/SEC | | | 1. Mandalay Resources (MND.TO, 382) | | 446,000 | | | 402,000 | | | NA | | | 321,000 | | | NA | | | 2. Polymet Mining (PLM, 341) | | 459,000 | | | 200,000 | | | 216,000 | | | 292,000 | | | NA | | | 3. Klondex Mines (KDX.TO, 228) | | 937,000 | | | NA | | | NA | | | 35,000 | | | 193,000 | | | 4. Great Panther Silver (GPL, 177) | | 532,000 | | | NA | | | 247,000 | | | 311,000 | | | NA | | | 5. Comstock Mining (LODE, 118) | | 360,000 | | | NA | | | NA | | | NA | | | NA | | | 6. USAC (UAMY, 95) | | 141,000 | | | NA | | | 100,000 | | | 90,000 | | | 50,000 | | | 7. General Moly (GMD, 94) | | 431,000 | | | 253,000 | | | NA | | | 265,000 | | | 214,000 | | | 8. Alexco (AXU, 78) | | 407,000 | | | 373,000 | | | 234,000 | | | 241,000 | | | NA | | | 9. Avino Gold & Silver (ASM, 72) | | 279,000 | | | NA | | | NA | | | 81,000 | | | NA | | | 10. Golden Minerals (AUMD, 51) | | 479,000 | | | NA | | | 243,000 | | | 263,000 | | | 160,000 | | | 11. Revett Mining (RVM, 42) | | 308,000 | | | NA | | | 160,000 | | | 140,000 | | | 88,000 | | | 12. Northern Vertex (NEE.v, 21) | | 195,000 | | | NA | | | 172,000 | | | 114,000 | | | NA | |
The salary numbers are from public documents available in July, 2014. Personal Benefits for Executives
The Company does not have any of the following benefits, plans or programs:have: | •● | Change in control agreementsagreements; |
| ● | Supplemental compensation policies; |
| ● | Employment contracts; or |
| ● | Separation or Severance Agreements. |
Executive Compensation for 2014
The following compensation table is for the fiscal years ending December 31, 2012, 2013 and 2014, for the CEO, Vice Presidents, CFO, and Secretary/Controller: | Name and Principal Position | | Year | | Salary (2) | | | Bonus | | | Stock Awards (1) (3) | | All Other Compensation | | Total | | | | | | | | | | | | | | | | | | | | | | | John C. Lawrence, President and Chief Executive Officer | | 2014 | | $ | 141,000 | | | N/A | | | $ | -0- | | | | $ | 141,000 | | | | | 2013 | | $ | 141,000 | | | | | | $ | 25,000 | | | | $ | 166,000 | | | | | 2012 | | $ | 141,000 | | | | | | $ | 25,000 | | | | $ | 166,000 | | | | | | | | | | | | | | | | | | | | | | | John C. Gustaven, Executive Vice President | | 2014 | | $ | 100,000 | | | N/A | | | | | | | | $ | 100,000 | | | | | 2013 | | $ | 100,000 | | | | | | | | | | | $ | 100,000 | | | | | 2012 | | $ | 100,000 | | | | | | | | | | | $ | 100,000 | | | | | | | | | | | | | | | | | | | | | | | Russell Lawrence, Vice President for Latin America | | 2014 | | $ | 105,000 | | | N/A | | | $ | -0- | | | | $ | 105,000 | | | | | 2013 | | $ | 105,000 | | | | | | $ | 25,000 | | | | $ | 130,000 | | | | | 2012 | | $ | 105,000 | | | | | | $ | 25,000 | | | | $ | 130,000 | | | | | | | | | | | | | | | | | | | | | | | Matt Keane, Vice President of Marketing | | 2014 | | $ | 50,000 | | | N/A | | | | | | | | $ | 50,000 | | | | | 2013 | | $ | 50,000 | | | | | | | | | | | $ | 50,000 | | | | | 2012 | | $ | 50,000 | | | | | | | | | | | $ | 50,000 | | | | | | | | | | | | | | | | | | | | | | | Dan Parks, Chief Financial Officer | | 2014 | | $ | 90,000 | | | N/A | | | | | | | | $ | 90,000 | | | | | 2013 | | $ | 75,000 | | | | | | | | | | | $ | 75,000 | | | | | 2012 | | $ | 75,000 | | | | | | | | | | | $ | 75,000 | | | | | | | | | | | | | | | | | | | | | | | Alicia Hill, Secretary and Controller | | 2014 | | $ | 50,000 | | | N/A | | | | | | | | $ | 50,000 | | | | | 2013 | | $ | 50,000 | | | | | | | | | | | $ | 50,000 | | | | | 2012 | | $ | 45,000 | | | | | | | | | | | $ | 45,000 | |
| 1. | In August of 2012 the Board of Directors changed the maximum award of stock to the Directors to be not more than $25,000 per director in value unless circumstances otherwise permitted a different amount. Thus the stock awards for 2012 and 2013 are authorized for Directors and shall be issued at a subsequent date with a value not to exceed $25,000 as authorized or as circumstances may merit. All stock awards for John Lawrence and Russell Lawrence for 2012 through 2014 were included in this compensation report as part of executive salary to follow industry custom and to make the comparisons with the peer group more consistent, even though the stock was not delivered at that time. |
| 2. | The CFO is paid on an hourly rate and the salary increase for the CFO is the result of additional hours worked in 2014. The other officers did not receive any compensation increases. |
| 3. | The Directors received their 2013 stock in the first quarter of 2014. There is no decision on the award of the 2014 shares. |
Review of Executive Salaries with Peer Group for 2014 Salaries
The compensation of Company executives ranked 12th out of the 12 member peer group. The Company, however, ranked 6th out of the 12 member peer group in terms of capitalization. In terms of the number of employees reported by the peer group, the Company ranked 3rd .
Expatriate Compensation
The Company pays for lodging, food, and transportation both domestically and internationally as needed and required in the US and Mexico. Security issues influence transportation in Mexico.
Compensation of Independent Directors
The following table sets for the information concerning the compensation of the Company Directors for the fiscal year ended December 31, 2014. The table lists all compensation received by the independent directors. The stock received by executives who were also directors, John Lawrence and Russell Lawrence, was counted under executive compensation. | Director Compensation for 2014 (2) | | | | | | | | Fees Earned or Paid | | | Stock Awards | | | All other Compensation | | | Total ($) | | | Gary Babbitt (1) | | $ | 36,000 | | | $ | 25,000 | | | | 0 | | | $ | 61,000 | | | Hart Baitis | | | 0 | | | $ | 25.000 | | | | 0 | | | $ | 25,000 | | | Whitney Ferer | | | 0 | | | $ | 25,000 | | | | 0 | | | $ | 25,000 | |
| 1. | Gary Babbitt presently serves as Chairman of the Audit, Compensation, and Governance & Nomination Committees. He also serves on the Corporate Executive Committee and is a board member and Secretary of USAMSA, the Company’s wholly owned Mexican subsidiary. Hart Baitis and Whitney Ferer are members of the Audit, Compensation, and Governance & Nomination Committees. |
| 2. | • | Supplemental compensation policies |
| • | SeparationThe stock awards for the directors represent awards authorized in 2013 but were not made until 2014. The 2014 stock awards will be made later in 2014 or Severance Agreementsin early 2015. |
The Company does not havedirectors may receive an extensive executive compensation program. award of stock equivalent in value of $25,000 for service in 2014 and succeeding years unless circumstances permit a different level of compensation.
The Company, administratively, has a measured compensation approach consistent withNational Association of Corporate Directors published its growth. The Company has knowledgeable and capable executives who are experts in antimony mining, processing and marketing. Comparison of2011-2013 Director Compensation with Peer GroupReport. For micro capitalized companies the average corporate director compensation increased from $96,000 in 2011 to $97,308 in 2012. The USAC directors’ compensation is significantly less than the average for micro companies by over $72,000 under this study.
In 2011, the USAC director fees ranked in the 25th percentile among peer group boards of directors. The range of director fees in the peer group was between $25,600 and $410,000, and the average director fee compensation was $104,458. There were eight peer group companies used for the director fee comparison.
The 2011“2011 BDO 600 Survey of Board Director Pay, or the BDO Survey,Directors Pay” studied the pay of 600 NYSE companies. The BDO Study was a mid-market survey, and includedCompanies. In the study there were non-financial companies with revenues of between $25 millionMillion and $1 billion. This was a mid- market survey of companies. The BDO Surveysurvey found that, (i)(1) stock awards were favored over stock options; and, (ii)(2) the average stock option grant for all companies was aroundabout $20,000. The average stock grant was $25,000 for the smaller companies, (i.e.i.e., $25M to $32M, which325M (which is within the capitalization range of the peer group of this Report)report). The smaller companies had an annual total director average compensation fromof all sources totaling $90,575.
Compensation Committee Recommendation
The Compensation Committee recommends This study also shows the following:
| • | That executive pay for 2012 for John Lawrence, CEO, and John Gustaven and Russell Lawrence, Executive VPs, be increased by $15,000, $15,000 and $20,000 respectively; |
| • | That annual chairmanship fees in 2012 for the Audit, Compensation and Corporate Governance & Nominating Committees be $16,000, $14,000 and $6,000 respectively; and |
| • | That directors fees for 2012 shall be $25,000, or an equivalent amount in USAC restricted Common Stock, or as may be adjusted according to market conditions. |
Fiscal Year 2012 Compensation Planposition of USAC director compensation well below the average.
The Company does not have an executive or director compensation program. The Company has a measured compensation approach consistent with its growth. In short, compensation will be reviewed annually.
Committee Recommendations for 2014 Compensation of Officers and Independent Directors
The Committee has adoptedrecommends that the compensation programExecutive Pay for 2014 for John Lawrence, CEO, John Gustaven and Russell Lawrence, Executive VPs remain the same as noted above. The Committee recommends that Chairmanship fees for the Company’s named executive officersAudit, Compensation, and Governance/ Nomination Committees be accepted as set forth in this report and that Director’s fees shall be $25,000 or the equivalent amount in USAC common stock, restricted under Rule 144, for the 2012 fiscal year. The program is comprised of (i) increased base salaries, (ii) restricted stock awards of shares of the company’s common stock. The following compensation for the Company’s executive officers was approved by the Compensation Committee for fiscal year 2012: | | | Base Salary ($) | | Incentive Bonus ($) | | Option Awards ($) | | Stock Award ($ value)(1) | | John C. Lawrence | | | 126,000 | | | �� | -- | | | | -- | | | | 25,500 | | | Russell C. Lawrence | | | 105,000 | | | | -- | | | | -- | | | | 25,000 | | | John Gustavsen | | | 100,000 | | | | -- | | | | -- | | | | -- | | | Dan Parks | | | 75,000 | | | | -- | | | | -- | | | | -- | |
| (1) | The amount shown represents the dollar amount of the stock award recognized for financial reporting purposes. |
2014 or as circumstances may otherwise permit and may be authorized in late 2014 or early 2015. Compensation Committee Report The Compensation Committee of the Board of Directors has reviewed and discussed the foregoing compensation discussion and analysis with management.analysis. Based upon our independent review and discussions with management, the Compensation Committee has recommended to the Board of Directors that the compensation discussion and analysis be included in this Proxy Statement for filing with the U.S. Securities and Exchange Commission. THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Gary D. Babbitt, Chairman Hartmut W. Baitis Whitney H. Ferer
Summary Compensation Table16 The following table presents information regarding compensation for the Company’s named executive officers for fiscal years ending December 31, 2011, 2010, and 2009.
| | | | | | Annual Compensation | | | Long-Term Compensation | | | | | | | | | | | | | | | | | Awards | | | Payouts | | | Name and Principal Position | | Year | | | Salary | | | Bonus | | | Other Annual Compensation (1) | | | Restricted Options/Awards(2) | | | Securities underlying LTIP SARS | | | All Other Payouts | | | All Other Compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | John C. Lawrence, President & CEO | | 2011 | | | $ | 126,000 | | | | N/A | | | $ | 5,538 | | | | | | | None | | | $ | 86,058 | | | | None | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2010 | | | $ | 102,500 | | | | N/A | | | $ | 5,538 | | | $ | 13,520 | | | | None | | | $ | 129,177 | | | | None | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2009 | | | $ | 100,000 | | | | N/A | | | $ | 5,538 | | | $ | 6,500 | | | | None | | | $ | 102,049 | | | | None | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Dan Parks, Chief Financial Officer | | 2011 | | | $ | 75,000 | | | | N/A | | | $ | — | | | | | | | None | | | $ | 75,000 | | | | None | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2010 | | | $ | 75,000 | | | | N/A | | | $ | — | | | $ | — | | | | None | | | $ | 75,000 | | | | None | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2009(3) | | | | — | | | | N/A | | | $ | — | | | $ | — | | | | None | | | $ | — | | | | None | |
_____________
Code of Business and Ethical Conduct We have adopted a corporate Code of Business and Ethical Conduct administered by our President/CEO, John C. Lawrence. We believe our Code of Business and Ethical Conduct is reasonably designed to deter wrongdoing and promote honest and ethical conduct, to provide full, fair, accurate, timely and understandable disclosure in public reports, to comply with applicable laws, to ensure prompt internal reporting of code violations, and to provide accountability for adherence to the code. Our Code of Business and Ethical Conduct provides written standards that are reasonably designed to deter wrongdoing and to promote: (1)● | Represents earned but unused vacation.Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
(2)● | These figures representFull, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the fair values, asCommission and in other public communications made by an issuer; |
| ● | Compliance with applicable governmental laws, rules and regulations; |
| ● | The prompt internal reporting of violations of the date of issuance, of the annual director’s fee payablecode to Mr. Lawrencean appropriate person or persons identified in the form of shares of USAC’s Common Stock.code; and |
(3)● | Mr. Parks was hired byAccountability for adherence to the Company as Chief Financial Officer in October 2010.code. |
Our Code of Business and Ethical Conduct is available on our web site at www.usantimony.com. A copy of the Code of Business and Ethical Conduct will be provided to any person without charge upon written request to us at our executive offices: United States Antimony Corporation, P.O. Box 643, Thompson Falls, Montana 59873. We intend to disclose any waiver from a provision of our code of ethics that applies to any of our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions that relates to any element of our code of ethics on our website. No waivers were granted from the requirements of our Code of Business and Ethical Conduct during the year ended December 31, 2013, or during the subsequent period from January 1, 2014, through the date of this proxy statement. Compensation Interlocks and Insider Participation There were no compensation committee or board interlocks among the members of our Board. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors, and persons who beneficially own more than 10% of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission, or SEC. Such officers, directors and 10% shareholders are also required by SEC rules to furnish us with copies of all Section 16(a) forms that they have filed. Based solely on our review of the copies of Forms 3, 4 and 5 furnished to us, Mr. John Lawrence, Mr. Babbitt, Mr. Baitus, Mr. Ferer, Mr. Guanera and Mr. Russell Lawrence did not file timely Forms 3, 4 or Form 5 reports during 2013, 2012 or 2011. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Described below are transactions during the last three years to which we are a party and in which any director, executive officer or beneficial owner of five percent (5%) or more of any class of our voting securities or relatives of our directors, executive officers or five percent (5%) beneficial owners has a direct or indirect material interest. See also transactions described in notes 4, 9, 10, 11, 12, 15 and 19 to our Financial Statements as of December 31, 2013.
We reimbursed John C. Lawrence, a director and Chief Executive Officer, for operational and maintenance expenses incurred in connection with our use of equipment owned by Mr. Lawrence, including welding trucks, backhoes, and an aircraft. Reimbursements for 2013, 2012 and 2011, totaled $65,502, $74,490 and $86,508, respectively.
During 2013, we awarded, but did not issue, common stock with a value at December 31, 2013 of $150,000 to our Board of Directors as compensation for their services as directors. In connection with the issuances, we recorded $150,000 in director compensation expense. At a closing price of $1.97 per share on December 31, 2013, the directors will be issued 76,142 shares in the aggregate.
During the year ended 2012, we issued 100,000 shares to Herbert Denton for services provided related to the private issuance of stock in January and June of 2012. The value of the shares issued to Mr. Denton was treated as a cost of issuance and did not affect net income. In January of 2012, 2e also issued 165,827 shares to directors for services, with a value at time of issuance of $451,232. Of this amount, $211,818 was treated as an expense for 2012, $230,004 was expensed in 2011, and $9,410 was expensed in 2013.
During 2011, we awarded 95,835 shares of our common stock to our Board of Directors as compensation for their services as directors. In connection with the issuances, the Company recorded $230,004 in director compensation expense. The shares were issued in January of 2012.
___________________________SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of our common stock as of March 17, 2014, by (i) each person who is known by us to beneficially own more than 5% of our Series B, C, and D preferred stock or common stock; (ii) each of our executive officers and directors; and (iii) all of our executive officers and directors as a group. Unless otherwise stated, each person's address is c/o United States Antimony Corporation, P.O. Box 643, 47 Cox Gulch, Thompson Falls, Montana 59873. | Title of Class | | Name and Address of Beneficial Owners (1) | | | Amount and Nature of Beneficial Ownership | | | Percent of Class (1) | | | Percent of all Voting Stock | | | | | | | | | | | | | | | | | Common Stock | | Cardinal Capital Management LLC | | | | 4,008,694 | | | | 6.40 | % | | | 6.20 | % | | | | Four Greenwich Office Park | | | | | | | | | | | | | | | | | Greenwich CT 06831 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common Stock | | Reed Family Limited Partnership | | | | 4,018,335 | | | | 6.60 | % | | | 6.40 | % | | | | 328 Adams Street Milton, MA 02186 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common Stock | | The Dugan Family | | | | 6,362,927 | (3) | | | 10.70 | % | | | 10.40 | % | | | | c/o A.W.Dugan | | | | | | | | | | | | | | | | | 1415 Louisana Street, Suite 3100 | | | | | | | | | | | | | | | | | Houston, TX 77002 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Series B Preferred | | Excel Mineral Company | | | | 750,000 | (5) | | | 100.00 | % | | | N/A | | | | | P.O. Box 3800 | | | | | | | | | | | | | | | | | Santa Barbara, CA 93130 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Series C Preferred | | Richard A. Woods | | | | 48,305 | (4) | | | 27.10 | % | | | * | | | | | 59 Penn Circle West | | | | | | | | | | | | | | | | | Penn Plaza Apts. | | | | | | | | | | | | | | | | | Pittsburgh, PA 15206 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Series C Preferred | | Dr. Warren A. Evans | | | | 32,203 | (4) | | | 18.10 | % | | | * | | | | | 69 Ponfret Landing Road | | | | | | | | | | | | | | | | | Brooklyn, CT 06234 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Series C Preferred | | Edward Robinson | | | | 32,203 | (4) | | | 18.10 | % | | | * | | | | | 1007 Spruce Street, 1st floor | | | | | | | | | | | | | | | | | Philadelphia, PA 19107 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Series C Preferred | | All Series C Preferred Shareholders as a Group | | | | 177,904 | (4) | | | 100.00 | % | | | * | | | Common Stock | | John C. Lawrence | | | | 4,128,346 | (2) | | | 6.50 | % | | | 6.30 | % | | | | Russell Lawrence | | | | 165,693 | | | | * | | | | * | | | | | Hart Baitis | | | | 20,526 | | | | * | | | | * | | | | | Gary Babbitt | | | | 134,167 | | | | * | | | | * | | | | | Bernard Guarnera | | | | 87,725 | | | | * | | | | * | | | | | Whitney Ferer | | | | 58,026 | | | | * | | | | * | | | | | Mathew Keane | | | | 10,300 | | | | * | | | | * | | | | | Daniel Parks | | | | 40,000 | | | | * | | | | * | | | | | | | | | | | | | | | | | | | | Common Stock | | All Directors and Executive Officers as a Group | | | | 4,644,783 | | | | 7.30 | % | | | 7.10 | % | | Series D Preferred | | John C. Lawrence | | | | 1,590,672 | (4) | | | 90.80 | % | | | 2.40 | % | | | | Leo Jackson | | | | 102,000 | | | | 5.80 | % | | | * | | | | | Gary Babbitt | | | | 58,333 | | | | 3.40 | % | | | * | | | | | | | | | | | | | | | | | | | | Series D Preferred | | All Series D Preferred Shareholders as a Group | | | | 1,751,005 | (4) | | | 100.00 | % | | | 2.70 | % | | Common Stock and | | All Directors and Executive Officers as a Group | | | | 4,644,783 | (2) | | | 7.30 | % | | | 7.10 | % | | Preferred Stock w/voting rights | | All preferred Shareholders that are officers or directors | | | | 1,751,005 | (4) | | | 90.80 | % | | | 2.80 | % | | Common and Preferred Voting Stock | | All Directors and Executive Officers as a Group | | | | 6,395,798 | | | | 9.80 | % | | | 9.80 | % |
| (1) | Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of March 17, 2014, are deemed outstanding for computing the percentage of the person holding options or warrants but are not deemed outstanding for computing the percentage of any other person. Percentages are based on a total of 61,896,726 shares of common stock, 750,000 shares of Series B Preferred Stock, 177,904 shares of Series C Preferred Stock, and 1,751,005 shares of Series D Preferred Stock outstanding on March 17, 2014. Total voting stock of 63,825,635 shares is a total of all the common stock issued, and all of the Series C and Series D Preferred Stock. | | (2) | Includes 3,801,653 shares of common stock and 250,000 stock purchase warrants. Excludes 183,324 shares owned by Mr. Lawrence's sister, as to which Mr. Lawrence disclaims beneficial ownership. | | (3) | Includes shares owned by the estate of Al W. Dugan and shares owned by companies owned and controlled by the estate of Al W. Dugan. Excludes 183,333 shares owned by Lydia Dugan as to which the estate of Mr. Dugan disclaims beneficial ownership. | | (4) | The outstanding Series C and Series D preferred shares carry voting rights equal to the same number of shares of common stock. | | (5) | The outstanding Series B preferred shares carry voting rights only if the Company is in default in the payment of declared dividends. The Board of Directors has not declared any dividends as due and payable for the Series B preferred stock. |
PROPOSAL 2 – RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR
___________________________ What am I voting on?
The Board of Directors and the Audit Committee have selected DeCoria, Maichel & Teague P.S. as our independent auditor for the year ending December 31, 20122014 and that selection is being submitted to shareholders for ratification. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of DeCoria, Maichel & Teague P.S. to our shareholder for ratification as a matter of good corporate practice. If the selection is not ratified, the Board will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Board in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of USAC and our shareholders. DeCoria, Maichel & Teague P.S. served as our independent auditor for the year ended December 31, 2011.2013.
Recommendation of the Board of Directors
The Board of Directors unanimously recommends that you vote “FOR” the ratification of the appointment of DeCoria, Maichel & Teague P.S. as our independent auditor for 2012.
The following table sets forth the aggregate fees billed to the Company by DeCoria, Maichel & Teague P.S. for professional services rendered for the fiscal years ended December 31, 2011 and 2010.
| | | 2011 | | | 2010 | | | Audit Fees (1) | | $ | 102,728 | | | $ | 73,976 | | | Tax Fees | | $ | 7,408 | | | $ | 5,236 | | | Other Fees | | | — | | | | — | | | Totals | | $ | 110,136 | | | $ | 79,212 | | | | | | | | | | | |
(1) | Audit Fees represent fees for professional services performed in connection with the audit of the Company’s financial statements, including reviews of interim financial statements included in Form 10-Q and registration statements. |
The Audit Committee of the Board of Directors determined that all of the services performed by DeCoria, Maichel & Teague P.S. in fiscal year 2011 were not incompatible with DeCoria, Maichel & Teague P.S. maintaining its independence.
There were no other fees billed by DeCoria, Maichel & Teague P.S. in fiscal year 2011 for assurance and related services that were reasonably related to the performance of the audit review of the Company’s financial statements and not reported under “Audit Fees” above.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
___________________________
Described below are transactions during the last fiscal year to which we are a party and in which any director, executive officer or beneficial owner of five percent (5%) or more of any class of our voting securities or relatives of our directors, executives officers or five percent (5%) beneficial owners has a direct or indirect material interest.
During 2011, we reimbursed John C. Lawrence, a director and CEO, for operational and maintenance expenses incurred in connection with our use of equipment owned by Mr. Lawrence, including welding trucks, backhoes and an aircraft, in the amount of $47,232.
During 2011, the Company awarded 95,835 shares of its Common Stock to its Board of Directors as compensation for their services as directors. In connection with the issuances, the Company recorded $203,004 in aggregate director compensation expense. The shares were issued in January 2012.
Mr. Jackson, a director of the Company, performed services in coordinating accounting and tax issues with the Company’s CPAs in Saltillo, Mexico and Queretaro, Mexico. He also served as an independent contractor for the Company on certain licensing and permitting issues in Mexico, and governmental relations at both the federal and state level. During the year ended December 31, 2011, the Company paid fees and expenses to Mr. Jackson in the amount of $60,000 in connection with such services.
Mr. Babbitt, a director of the Company, works on various business relationships of the Company. During the year ended December 31, 2011, the Company paid fees and expenses to Mr. Babbitt in the amount of $36,000 in connection with the Mexican projects, the Mexican subsidiaries and other Company contracts and for the formation of the Audit Committee.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Section 16(a) of the Exchange Act of 1934 requires the Company’s executive officers and directors, and persons who own more than 10% of any registered class of USAC’s equity securities, to file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than 10% shareholders are required by regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms received by the Company, the Company believes that its executive officers and directors have complied with all applicable Section 16(a) filing requirements for transactions during the 2011 fiscal year, with the following exceptions:
· | Mr. Lawrence, Mr. Jackson, Mr. Babbitt, Mr. Dugan and Mr. Lawrence did not file timely Forms 3, 4 or Form 5 reports during 2010 or 2011. |
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PROPOSAL 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION
___________________________
General
Pursuant to Section 14A(a)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our shareholders are entitled to vote at the Annual Meeting to approve the compensation of our named executive officers, commonly known as a “Say on Pay”, as disclosed in this Proxy Statement in accordance with the standards established under Item 402 of Regulation S-K under the Exchange Act. However, the shareholder vote on executive compensation is an advisory vote only, and it is not binding on USAC or our Board of Directors or the Compensation Committee of the Board.
Although the vote is non-binding, our Board of Directors and the Compensation Committee of the Board value the opinions of the shareholders and will consider the outcome of the vote when making future compensation decisions affecting the compensation of our executive officers.
We design our executive compensation program to implement our core objectives of attracting and retaining superior executive talent needed for the mining, milling, metallurgy and smelting of antimony metal and related antimony products, ensuring executive compensation is substantially dependent on our financial performance and provide incentives for the attainment of our strategic business objectives and aligning executives’ incentives with the creation of shareholder value. The key elements of the compensation program that were in effect during the 2011 fiscal year for USAC’s named executive officers are described in detail in the Compensation Discussion and Analysis section of this proxy statement.
Resolution
The shareholders are being asked to approve by advisory vote the following resolution relating to the compensation of the named executive officers as described in this Proxy Statement:
“RESOLVED, that USAC’s shareholders hereby approve the compensation paid to USAC executive officers named in the Summary Compensation Table of this Proxy Statement, as that compensation is disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the various compensation tables and the accompanying narrative discussion included in this Proxy Statement.”
The vote on this resolution is not intended to address any specific element of compensation; rather the vote relates to the compensation of our named executive officers, as described in this Proxy Statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission.
Recommendation of the Board of Directors
The Board of Directors unanimously recommends an advisorythat you vote FOR“FOR” the resolution to approve the compensationratification of the named executive officersappointment of DeCoria, Maichel & Teague P.S. as disclosedour independent auditor for 2014.
Accountant Fees and Services
The following table sets forth the aggregate fees billed to the Company by DeCoria, Maichel & Teague P.S. for professional services rendered for the fiscal years ended December 31, 2013 and 2012.
| | | 2013 | | | 2012 | | | Audit Fees | | $ | 161,631 | | | $ | 172,991 | | | Tax Fees | | $ | 16,578 | | | $ | 4,082 | | | Other Fees | | | -- | | | | -- | | | Totals | | $ | 178,209 | | | $ | 177,073 | |
Audit Fees Audit fees consist of fees billed for professional services rendered for the audit of our financial statements and review of interim consolidated financial statements included in this proxy statementquarterly reports and services that are normally provided by the principal accountants in accordanceconnection with the standards established under Item 402 of Regulation S-K under the Exchange Act. Unless otherwise instructed, the proxy holders named in each proxy will vote the shares represented thereby FOR the approval of such resolution.statutory and regulatory filings or engagements. Tax Fees Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning. Audit-Related Fees There were no other fees billed by DeCoria, Maichel & Teague P.S. during the last three fiscal years for assurance and related services that were reasonably related to the performance of the audit or review of the Company's financial statements and not reported under "Audit Fees" above.
The Audit Committee of the Board of Directors determined that all of the services performed by DeCoria, Maichel & Teague P.S. in fiscal year 2013 were not incompatible with DeCoria, Maichel & Teague P.S. maintaining its independence.
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PROPOSAL 4. ADVISORY VOTE AS TO FREQUENCY OF THE
ADVISORY SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION
___________________________
General
Pursuant to Section 14A(a)(2) of the Exchange Act, the Company’s shareholders are also entitled to vote at the annual meeting regarding whether the shareholder vote to approve the compensation of the named executive officers as required by Section 14A(a)(1) of the Exchange Act (and as presented in Proposal 3 of this Proxy Statement) should occur every year, once every two years or once every three years. Shareholders will also have the option to abstain from voting on the matter. The shareholder vote on the frequency of the say-on-pay vote to approve executive compensation is an advisory vote only, and it is not binding on us or our Board of Directors. Such an advisory vote will be provided to the shareholders every six years.
Although the vote is non-binding, both the Board of Directors and the Compensation Committee value the opinions of the shareholders and will consider the outcome of the vote when setting the frequency of the shareholder vote on executive compensation.
Shareholders have four choices with respect to the frequency of the shareholder vote for the approval of the compensation of our named executive officers. The four choices are as follows:
Recommendation of the Board
The Board of Directors has determined that an advisory shareholder vote on executive compensation once every three years is the best approach for USAC and its shareholders for a number of reasons, including the following:
| — | A three-year cycle is in line with the long-term pay-for-performance objectives that the Compensation Committee seeks to attain in structuring executive officer compensation in a manner that focuses on long-term growth and sustained shareholder value. |
| — | A three-year cycle will provide shareholders with sufficient time and opportunity to evaluate the effectiveness of our short-term and long-term incentive programs, compensation strategies and pay-for-performance philosophy. |
| — | A three-year cycle will also provide the Board of Directors and the Compensation Committee with sufficient time to thoughtfully evaluate and respond to shareholder input and effectively implement appropriate changes or modifications to our executive compensation programs. |
Accordingly, the Board of Directors unanimously recommends that the shareholders choose, on an advisory basis, a three-year frequency (a vote FOR EVERY THREE YEARS) for the advisory shareholder vote to approve the compensation of our named executive officers. Unless otherwise instructed, the proxy holders named in each proxy will vote the shares represented thereby FOR every three years as the frequency of the advisory shareholder vote on executive compensation described in this Proposal Four.
However, the shareholder vote under this Proposal 4 is not to approve the Board’s recommendation but is instead a direct advisory vote on the particular frequency at which each shareholder would like the advisory vote on executive officer compensation to be conducted.
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OTHER MATTERS
___________________________
The Board of Directors is not aware of any business to come before the annual meeting other than those matters described in this Proxy Statement. However, if any other matters should properly come before the meeting, it is intended that proxies in the accompanying form will be voted in respect thereof in accordance with the judgment of the person or persons voting the proxies.
The Company will bear the cost of solicitation of proxies, and will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of USAC’s Common Stock and Preferred Stock. In addition to solicitations via the Internet and by mail, our directors, officers and regular employees may solicit proxies personally or by telecopy or telephone without additional compensation.
A copy of USAC’s Annual Report on Form 10-K for the year ended December 31, 2011 (including financial statements but excluding exhibits) is enclosed with this Proxy Statement. Shareholders may obtain, without cost, a copy of any exhibits to the Form 10-K by writing U.S. Antimony Corporation at its principal executive office located at P.O. Box 643, Thompson Falls, MT 59873, or calling the Company’s Secretary at (406) 827-3523.
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SHAREHOLDER PROPOSALS ___________________________
Proposals of shareholders intended to be presented at our annual meeting to be held in 20132014 must be received by us no later than July 15, 20132014 to be considered for inclusion in the proxy materials and form of proxy relating to that meeting. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Securities Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS John C. Lawrence Chairman and President
Thompson Falls, Montana October 25, 201213, 2014
REVOCABLE PROXY UNITED STATES ANTIMONY CORPORATION ANNUAL MEETING OF SHAREHOLDERS DECEMBER 15, 201213, 2014
The undersigned hereby appoints John C. Lawrence and Gary D. Babbitt, and each of them, with full powers of substitution to act as attorneys and proxies for the undersigned, to vote all shares of common stock of United States Antimony Corporation (“USAC”) which the undersigned is entitled to vote at the annual meeting of shareholders, to be held at the Ramada Inn at the airport, 8909 Airport Drive, on Saturday, December 15, 2012,13, 2014, at 11:9:00 a.m.a.m., local time, and at any and all adjournments thereof, as indicated.
| | | | | FOR | | | VOTE WITHHELD | | 1. | | The election as director of the nominees listed below | | o | | | o | | | | (except as marked to the contrary below) John C. Lawrence
Gary D. Babbitt
Harmut W. Baitis
Russell C. Lawrence
Whitney H. Ferer
Bernard J. Guarnera
| [ ] | [ ] | | | | | | | | | | | | | | | | | | | John C. Lawrence | | | | | | | | | Gary D. Babbitt | | | | | | | | | Harmut W. Baitis | | | | | | | | | Russell C. Lawrence | | | | | | | | | Whitney H. Ferer | | | | | | |
| | | | FOR | | | ABSTAIN | | | AGAINST | | 2. | | The ratification of the selection of De Coria, Miachel & Teague, P.S. as the independent auditor for the year ending December 31, 2012.2014. | [ ] | [ ] | [ ] | | o | | | | | | | FOR | ABSTAIN | AGAINST | 3.
| Say on Pay – An advisory vote on the approval of executive compensation. | [ ] | [ ] | [ ] | | o | | | | o | | | | 1 Yr.
| 2 Yr.
| 3 Yr.
| ABSTAIN
| 4.
| Say When on Pay – An advisory vote on the approval of the frequency of shareholder votes on executive compensation. | ¨ | ¨ | ¨ | ¨ |
This proxy, when properly executed, will be voted in the manner directed by the undersigned stockholder. If no specification is made, this proxy will be voted FOR the election of the named nominees as directors and FOR ProposalsProposal 2, and 3, FOR EVERY THREE YEARS for Proposal 4, and at the discretion of the proxy on any other matter that may properly come before the meeting
If any other business is presented at the annual meeting, the proxies will vote your shares in accordance with the directors’ recommendations. At the present time, the Board of Directors knows of no other business to be presented at the annual meeting. This proxy card also confers discretionary authority on the Board of Directors to vote with respect to the election of any person as director where the nominees are unable to serve or for good cause will not serve and on matters incident to the conduct of the annual meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the annual meeting or at any adjournment thereof and after notification to the Secretary of USAC at the annual meeting of the shareholder’s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect.
The undersigned acknowledges receipt from USAC prior to the execution of this proxy of the Notice of Annual Meeting of Shareholders and the Proxy Statement dated October 25, 2012.13, 2014.
Dated: , 20122014 | | | | | | | | | PRINT NAME OF SHAREHOLDER | | PRINT NAME OF SHAREHOLDER | | | | | | | | | | | | �� | | SIGNATURE OF SHAREHOLDER | | SIGNATURE OF SHAREHOLDER | |
Please sign exactly as your name appears on the enclosed card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. |