SECURITIES AND EXCHANGE COMMISSION
the Securities Exchange Act of 1934 (Amendment No. )Filed by the Registrant xFiled by a Party other than the RegistrantoCheck the appropriate box:oPreliminary Proxy StatementoConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))xDefinitive Proxy StatementoDefinitive Additional MaterialsoSoliciting Material under §240.14a-12McEwen Mining Inc.(Name of Registrant as Specified In Its Charter)(Name of Person(s) Filing Proxy Statement, if other than the Registrant)Payment of Filing Fee (Check the appropriate box):xNo fee required.oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.(1)Title of each class of securities to which transaction applies:(2)Aggregate number of securities to which transaction applies:(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):(4)Proposed maximum aggregate value of transaction:(5)Total fee paid:oFee paid previously with preliminary materials.oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.(1)Amount Previously Paid:(2)Form, Schedule or Registration Statement No.:(3)Filing Party:(4)Date Filed:
mcewenmining.com. MAY 31, 2016(“we,” “our,” “us,” “McEwen Mining” or the “Company”) will be held virtually at: www.meetnow.global/MJXJLV6 on June 30, 2022 at St. Andrew’s Club & Conference Centre, 150 King Street West, 1611:00 a.m. Eastern Timeth Floor, Conservatory Room, Toronto, Ontario on May 31, 2016 at 4:00 p.m. Eastern Time.. The meeting will be held for the following purposes:20162022 proxy statement;2016;2022; and11, 201628, 2022 as the record date for the determination of the holders of our stock entitled to notice of, and to vote at, the meeting. Accordingly, only shareholders of record on our books at the close of business on that date will be entitled to notice of and to vote at the meeting and any adjournment and postponement thereof.Pursuant torules of the Securitiesenvironmentally-friendly virtual meeting format will provide expanded access, improved communication and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we will mail, on or before April 20, 2016, a Notice of Internet Availability of Proxy Materials tocost savings for our shareholders of recordwhile also supporting public health and beneficial owners as ofsafety during the close of business on April 11, 2016. Onon-going pandemic. You will be able to attend and participate in the date of mailing of the Notice of Internet Availability of Proxy Materials, all recordannual meeting online, vote your shares electronically and beneficial owners will have the ability to access all of the proxy materials on a website referredsubmit your questions prior to and atduring the URL address included in the Notice of Internet Availability of Proxy Materials.The Notice of Internet Availability of Proxy Materials will also identify the date, the time and location of the annual meeting; the matters to be acted uponmeeting by visiting: www.meetnow.global/MJXJLV6 at the meeting date and time described in the Board of Directors’ recommendation with regard to each matter; a toll-free telephone number, an e-mail address, and a website where shareholders can request a paper or e-mail copy of theaccompanying proxy statement, our annual report and a form of proxy relating to the annual meeting; information on how to access and vote the form of proxy; and information on how to obtain directions to attend the meeting and vote in person. These proxy materialsstatement. You will not be available free of charge.Shareholders are cordially invitedable to attend the annual meeting. If you wishmeeting in person.vote shares held in your namereconvene at a date, time and physical or virtual location announced by the annual meeting please bring your Notice of Internet Availability of Proxy Materials or proxy card (if you previously requested one be mailed to you) and picture identification tochair. Under these circumstances, we will post information regarding the Meeting. Please note that sharesannouncement on the investors page of our common stock may only be voted by the record owner of the shares, so the holders of our shares held in the name of an Intermediary and who wish to vote those shares in personwebsite at the Meeting must obtain a valid proxy from the Intermediary in order to do so.by ballot,electronically during the meeting, your proxy will be revoked automatically and only your vote at the annual meeting will be counted. YOUR SHARES CANNOT BE VOTED UNLESS YOU VOTE BY: (i) TELEPHONE, (ii) INTERNET, (iii) REQUESTING A PAPER PROXY CARD, TO COMPLETE, SIGN AND RETURN BY MAIL, OR (iv) ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON.ELECTRONICALLY. Please note that all votes cast via telephone or the Internet must be cast prior to 1:12:00 a.m.p.m. Eastern Time on May 31, 2016.June 30, 2022 and votes cast by telephone must be cast by 1:00 a.m. on that same day.
Held Virtually on June 30, 2022 at 11:00 a.m. Eastern Time.
The proxy statement and annual report to stockholders are available at
http://www.envisionreports.com/MUX.
| | | | By Order of the Board of Directors | |
|
| | | | |
| May 2, 2022 | | | ROBERT R. MCEWEN Chairman and Chief Executive Officer | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 4 | | | |
| | | | | 4 | | | |
| | | | | 4 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 5 | | | |
| | | | | 5 | | | |
| | | | | 5 | | | |
| | | | | 6 | | | |
| | | | | 7 | | | |
| | | | | 7 | | | |
| | | | | 7 | | | |
| | | | | 9 | | | |
| | | | | 10 | | | |
| | | | | 11 | | | |
| | | | | 12 | | | |
| | | | | 12 | | | |
| | | | | 12 | | | |
| | | | | 13 | | | |
| | | | | 13 | | | |
| | | | | 13 | | | |
| | | | | 14 | | | |
| | | | | 14 | | | |
| | | | | 14 | | | |
| | | | | 14 | | | |
| | | | | 15 | | | |
| | | | | 16 | | | |
| | | | | 16 | | |
| | | | | 16 | | | |
| | | | | 17 | | | |
| | | | | 17 | | | |
| | | | | 18 | | | |
| | | | | 18 | | | |
| | | | | 19 | | | |
| | | | | 19 | | | |
| | | | | 19 | | | |
| | | | | 19 | | | |
| | | | | 20 | | | |
| | | | | 21 | | | |
| | | | | 22 | | | |
| | | | | 23 | | | |
| | | | | 24 | | | |
| | | | | 25 | | | |
| | | | | 25 | | | |
| | | | | 25 | | | |
| | | | | 25 | | | |
| | | | | 26 | | | |
| | | | | 27 | | | |
| | | | | 27 | | | |
| | | | | 27 | | | |
| | | | | 28 | | | |
| | | | | 29 | | | |
| | | | | 29 | | | |
| | | | | 29 | | | |
| | | | | 29 | | | |
| | | | | 30 | | | |
| | | | | 30 | | | |
| | | | | 30 | | |
PROXY STATEMENT FORQUESTIONS AND ANSWERS ABOUT THE
ANNUAL MEETING OF SHAREHOLDERSAND VOTING
This
In accordance with rulesAnnual Meeting of Shareholders and regulations of the SEC, instead of mailing a printed copy of our proxy materials to each shareholder of record or beneficial owner, we are now furnishing proxy materials, which include ourthis proxy statement and annual report, to our shareholders over the Internet. We believe that this procedure is more efficient, will save us and our shareholders money and will be more environmentally sound. Because you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy on the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.
The Notice of Internet Availability of Proxy Materials was first sentor voting instruction card are being mailed or made available to shareholders starting on or about April 20, 2016.
The shares represented by a proxy that is properly executed and returned in timebefore May 6, 2022.
qualified;
Shareholders who execute proxies for the annual meeting may revoke their proxies at any time prior to their exercise by delivering written notice As of revocation to us, by delivering a duly executed proxy bearing a laterthat date, or by attending the annual meeting and voting in person.
The cost of the annual meeting, including the cost of preparing and delivering this proxy statement and proxy, will be borne by us. We may use the services of our directors, officers, employees and contractors to solicit proxies, personally or by telephone, but at no additional salary or compensation. We will also request banks, brokers and others who hold our voting securities in nominee names (“Intermediary”) to distribute proxy soliciting materials to beneficial owners and will reimburse such Intermediaries for reasonable out-of-pocket expenses which they may incur in so doing.
The holders of recordthere were 474,275,626 shares of our common stock no par value per share,outstanding and the holder of the Series B Special Voting Preferred Stock as of April 11, 2016 are entitled to notice of and to vote at the annual meeting. The holder of the one share of Series B Special Voting Preferred Stock holds the share as trustee for the holders of exchangeable shares (“Exchangeable Shares”) of our subsidiary McEwen Mining—Minera Andes Acquisition Corp. (“Canadian Exchange Co.”) as set forth in the Voting and Exchange Trust Agreement among McEwen Mining Inc., Canadian Exchange Co., McEwen Mining (Alberta) ULC and Computershare Trust Company of Canada dated January 24, 2012 (“Series B Voting and Exchange Trust Agreement”). The Exchangeable Shares were issued in connection with the acquisition of Minera Andes Inc. (“Minera
Andes”) in January 2012. The Exchangeable Shares have substantially the same economic and voting rights as our common stock.
vote. Each share of common stock is entitled to one vote.vote on each matter properly brought before the annual meeting.
On April 11, 2016, there were a total of 277,027,128 shares of common stockIncorporation and 21,048,613 Exchangeable Shares (exclusive of shares owned by McEwen Mining and its affiliates) outstanding. Thebylaws, the presence in person or by proxy of not less thanthe holders of stock representing at least one-third of the voting power of all shares of our stock issued and outstanding sharesand entitled to vote at the annual meeting willis necessary to constitute a quorum for the transaction of business at the annual meeting.
Brokers and other Intermediaries who hold common stock in “street name” and do not receive instructions from their clients on how to vote on a particular proposal are permitted to vote on routine proposals but not on non-routine proposals. The absence of votes from Intermediaries on non-routine proposals are referred to as broker non-votes. Proposals such as the ratification of the independent registered public accounting firm are considered routine. The election of directors, the proposal regarding the compensation of our named executive officers, and the proposal regarding the frequency of voting on the compensation of our named executive officers are non-routine. Thus, if shareholders do not give their broker or Intermediary specific instructions, their shares may not be voted for the election of directors, the proposal regarding compensation, or the proposal regarding frequency of a vote on executive compensation.quorum. Abstentions and broker non-votes will beare counted as present and entitled to vote for purposes of establishingdetermining a quorum but will have no effect onquorum.
There are different voting requirements for the four proposals:
discussed in this proxy statement?
Proposal | | | Vote Required | |
1. Election of directors | | | Plurality, subject to resignation under Majority Voting Policy if votes “withheld” greater than votes “for” | |
2. The advisory vote on the compensation of our named executive officers as described in this proxy statement | | | Majority of the votes cast on the proposal | |
3. The advisory vote on the frequency of Say-on-Pay | | | The frequency (every one, two or three years) receiving the highest number of votes will be approved | |
4. Ratification of the appointment of Ernst & Young LLP | | | Majority of votes cast on the proposal | |
· The advisory vote onDirectors. Any shares not voted for the compensation of our named executive officers as described in this proxy statement (“Say-on-Pay”) will be approved if it receives the affirmative vote of a majority of the votes cast on the proposal at the annual meeting. With regardelection, whether due to this resolution, abstentions, and broker non-votes will have no impact on the approval of our executive compensation;
· The frequency of Say-on-Pay receiving the highest number of votes (i.e., one year, two years or three years) will be approved. Abstentions and broker non-votesotherwise, will have no effect on this resolution; and
· The ratification of appointment of our independent registered public accountant and will be approved if it receives the affirmative vote of a majorityelection of the votes cast at the annual meeting. With regarddirectors.
Under our Majority Voting Policy, in the absence of a contested election, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such
YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR PROXY BY INTERNET OR TELEPHONE VOTING OR RETURN THE PROXY BY MAIL PROMPTLY SO YOUR SHARES CAN BE REPRESENTED, EVEN IF YOU PLAN TO ATTEND THE MEETING IN PERSON.
TABLE OF CONTENTSTable of Contents
Name |
| Age |
| Positions With the Company |
| Board |
Robert R. McEwen |
| 65 |
| Chairman of the Board and Chief Executive Officer |
| 2005 |
Allen V. Ambrose(1)(2)(3) |
| 59 |
| Director |
| 2012 |
Michele L. Ashby(1)(3) |
| 60 |
| Director |
| 2005 |
Leanne M. Baker(2)(4) |
| 63 |
| Director |
| 2005 |
Richard W. Brissenden(3)(4) |
| 71 |
| Director |
| 2012 |
Gregory P. Fauquier(1)(3) |
| 65 |
| Director |
| 2014 |
Donald R. M. Quick(3) |
| 64 |
| Director |
| 2012 |
Michael L. Stein(4) |
| 65 |
| Director |
| 2012 |
Colin Sutherland |
| 44 |
| President |
| — |
Nathan M. Stubina |
| 57 |
| Managing Director |
| — |
William A. Faust |
| 64 |
| Chief Operating Officer |
| — |
Andrew L. Elinesky |
| 39 |
| Senior Vice President and Chief Financial Officer |
| — |
Andrew Iaboni |
| 34 |
| Vice President, Finance |
| — |
Carmen L. Diges |
| 45 |
| General Counsel |
| — |
Simon T. Quick |
| 29 |
| Vice President, Projects |
| — |
Name | | | Age | | | Positions With the Company | | | Board Position Held Since | |
Robert R. McEwen | | | 71 | | | Chairman of the Board and Chief Executive Officer | | | 2005 | |
Allen V. Ambrose(1)(2)(3) | | | 65 | | | Director | | | 2012 | |
Michele L. Ashby(1)(2)(3) | | | 66 | | | Director | | | 2005 | |
Richard W. Brissenden(3)(4) | | | 77 | | | Director | | | 2012 | |
Robin E. Dunbar(2)(4) | | | 63 | | | Director | | | 2017 | |
Donald R.M. Quick(3) | | | 70 | | | Director | | | 2012 | |
Merri Sanchez. | | | 61 | | | Director | | | 2022 | |
William M. Shaver(3) | | | 74 | | | Director | | | 2021 | |
Michael L. Stein(4) | | | 71 | | | Director | | | 2012 | |
Anna Ladd-Kruger | | | 52 | | | Chief Financial Officer | | | — | |
G. Peter Mah | | | 55 | | | Chief Operating Officer | | | — | |
Stephen McGibbon | | | 63 | | | Executive Vice President of Exploration | | | — | |
Ruben Wallin | | | 54 | | | Vice President of Environment, Health, Safety & Sustainability | | | — | |
Carmen Diges | | | 51 | | | General Counsel and Secretary | | | — | |
Stefan Spears | | | 40 | | | Vice President, Corporate Development | | | — | |
Committee.
Committee.
Committee.
Committee.
Rules.
Leanne M. Baker. Dr. Baker is the former President and Chief Executive Officer of Sutter Gold Mining Inc., a corporation with securities traded on the TSX Venture Exchange (“TSX-V”) and the OTCQX, a position she occupied from November 2011 to July 2013. Dr. Baker continues to serve as a director of Sutter Gold Mining Inc. From January 2002 to October 2011, she was Managing Director of Investor Resources LLC, consulting for the mining and financial services industries. Prior to that, she was an equity research analyst and Managing Director with Salomon Smith Barney from 1990 to 2001, where she helped build a research and investment banking franchise in the metals and mining sectors. She is a director of Agnico Eagle Mines Ltd., a company with securities traded on the TSX and NYSE, and with Reunion Gold Corporation, formerly known as New Sleeper Gold Corporation, with securities traded on the TSX-V. Dr. Baker has a Master of Science degree and a Ph.D. in mineral economics from the Colorado School of Mines. Our Board believes that Dr. Baker’s background in corporate finance and mineral economics, as well as her experience in corporate governance from serving as a director of other mining companies, provides the requisite skills and qualifications as a member of our Board.
Richard.Richard W. Brissenden. Mr. Brissenden is a Chartered Professional Accountant (Ontario) and a graduate fromof the Director’sDirectors Education Program of the Institute of Corporate Directors with an ICD.D designation, with more than 30 years of experience in the mining and exploration sector. SinceFrom December 2013 until April 2018, Mr. Brissenden has beenwas a director of Banro Corporation, a Canadian gold mining company with securities traded on the TSXToronto Stock Exchange (“TSX”) and NYSE MKT,American, and has served as its Chairman (May 2014 —to January 2015; January 2016 — Present)to April 2018) and its Executive Chairman (January 2015 —to December 2015). He also servesserved as a director forof Lexam VG Gold Inc. (sincefrom January 2011).2011 until April 2017 when it was acquired by McEwen Mining. He previously served as a board member and executive of numerous companies in the mining and mineral exploration sector. The Board believes that Mr. Brissenden’s significant financial experience as a chartered professional accountant and member of numerous public company audit committees,Audit Committees, as well as significant understanding and experience of the mining industry, provides the requisite skills and qualifications to serve as a member of our Board.
Gregory P. Fauquier. Mr. Fauquier is a mining engineer with a broad range of management skills covering both mine and process operations, as well as development, together with experience in both open pit and underground operations. From 2002 to 2013, Mr. Fauquier was employed as the Global Managing Director for Hatch Ltd., a consulting engineering and project implementation company, where he was responsible for mining and mineral processing, as well as Hatch’s operational services worldwide. Prior to his employment at Hatch, Mr. Fauquier held positions with Barrick as their Senior Vice President for Operations, with Rio Tinto as General Manager of the Flambeau Mining Company, also with Rio Tinto as Mine Manager for their Kennecott Bingham Canyon Mine in Utah as well as their Palabora Mine in South Africa.
Mr. Fauquier holds a B.Sc. Mining degree from Queen’s University. The Board believes that Mr. Fauquier’s nearly four decades of operations and development experience in the mining industry, provides the requisite skills and qualifications to serve as a member of our Board.
Rules.
Nathan M. Stubina (Managing Director). Effective July 15, 2014, Dr. Stubina became Managing Director of McEwen Mining Inc. From March 2014 until being promoted, Dr. Stubina was Vice President, Technology of the Company. From September 2013 until joining our company, Dr. Stubina was a Precious & Base Metals Analyst with Byron Capital Markets where he was responsible for leading research initiatives in the mining sector. From 2005 until joining Byron Capital Markets, Dr. Stubina was Senior Manager, R&D Process Development, with Barrick Gold Corporation, a Canadian gold mining corporation with securities traded on the NYSE and TSX and subsequently Manager, Barrick Technology Centre, also with Barrick Gold Corporation. Dr. Stubina holds a Ph.D. in Metallurgy and Materials Science from The University of Toronto as well as a Master of Engineering and a Bachelor of Engineering from McGill University. Dr. Stubina has nearly thirty years of experience in the mining industry.
William A. Faust (Chief Operating Officer). Mr. Faust joined the Company effective August 1, 2011 as Chief Operating Officer. Immediately prior to his appointment as Chief Operating Officer, he served part-time as a consultant to the Company. From April 2007 to June 2011, he served as the Chief Operating Officer/Senior Vice President-Operations, for Crystallex International Corporation, Inc. In that position, he was in charge of operations, project development and Venezuelan corporate staff where he directed gold mining operations at three open pit mines, one underground mine and a process plant in Venezuela. From May 2004 to March 2007, he served as Vice President-Operations for Nevada Pacific Gold Ltd., where he headed company operations and evaluation of mining prospects. Nevada Pacific Gold was acquired by us in 2007 and its Magistral Mine in Sinaloa State, Mexico is presently owned by us through our subsidiary. From March 2003 to April 2004, Mr. Faust was President-Mexico of Pan American Silver, Inc., where he headed an underground silver mine in Mexico and managed development of another open pit silver mine in Mexico. Mr. Faust is a Vietnam veteran, having served in the United States Navy and Navy Reserve, where he held a variety of positions over a 26-year career.8, 2021. He is a Registered Professional Engineer in New Mexico,Geologist with extensive exploration, mine production and holds an MBA-Finance, Management from Western New Mexico University, a BS in Mining Engineering from New Mexico Tech and a BS in Civil Engineering from the University of New Mexico.
Andrew L. Elinesky (Senior Vice President and Chief Financial Officer). Effective December 15, 2015, Mr. Elinesky was appointed Senior Vice President and Chief Financial Officer. Previously, Mr. Elinesky served as Vice President, Argentina from April 2012 until his promotion. Mr. Elinesky started with our company as an Accounting Manager in April 2008 and served in that role until February 2010. Mr. Elinesky left us in February 2010 to work for Minera Andes Inc. as Controller, where he served from March 2010 to January 2012. Mr. Elinesky returned to our company in January 2012, when we acquired Minera Andes Inc. Mr. Elinesky served as Director-Projects, Argentina from January 2012 to April 2012 when he was promoted to Vice President, Argentina.senior management experience. Prior to joining our company, Mr. Elinesky workedMcGibbon served as Executive Vice-President, Corporate and Project Development, at Premier Gold Mines Limited, a position he held from August 2011 to April 2021. Premier is an Ontario corporation with mining properties in Canada, Mexico and the U.S. Prior to that position, Mr. McGibbon served as Executive Vice-President and Chief Operating Officer of Premier from September 2006 to August 2011, and Chief Geologist and Exploration Manager, Red Lake Mine, Goldcorp from 1994 to June 2006.
Andrew Iaboni (Vice President, Finance). Effective December 15, 2015, Mr. Iaboni was appointed to the position of Vice President, Finance. Mr. Iaboni served as Corporate Controller from 2013 until his current appointment. Mr. Iaboni began his tenure with the company in 2010 in the capacity of Accounting and Tax Manager. Mr. Iaboni started his professional career with Ernst & Young LLP in 2004, followed by serving as the Finance Manager for B2Gold Corp. between 2007 and 2009. Mr. Iaboni holds a CPA and CA designation and graduated, with distinction, from the University of Toronto with a Bachelor of Commerce degree and MajorScience in Economics.
microbiology.
civil engineering from Queen’s University in Kingston, Ontario.
)
April 2016.
Change in Auditors
As previously disclosed in our Current Report on Form 8-K filed with the SEC on December 3, 2015, and as amended on April 12, 2016, on November 27, 2015, our Board of Directors upon the recommendation of the Audit Committee, approved the engagement of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2016, and proposed to dismiss KPMG. On April 6, 2016, the Audit Committee executed the formal engagement of EY and dismissed KPMG.
The audit reports of KPMG on our consolidated financial statements as of and for the years ended December 31, 2015 and 2014 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2015 and 2014, and the subsequent interim period through April 6, 2016, there were (i) no disagreements between us and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to its satisfaction would have caused KPMG to make reference in connection with its opinion to the subject matter of the disagreement and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
During the two most recent years ended December 31, 2015 and 2014, and the subsequent interim period through April 6, 2016, we have not consulted with EY regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and no written or oral advice was provided to us by EY that EY concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or other reportable event of the types described in Item 304(a)(1)(v) of Regulation S-K.
No material legal proceedings, to which we are a party or to which our property is subject, is pending or is known by us to be contemplated in which any officer, director or any owner of record or beneficial owner of more than five percent of any class of our voting securities is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.
DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE16(A) REPORTS
2021.
www.mcewenmining.com/investor-relations/corporate-governance
.review of documents filed with the SEC. The following table sets forth fees paid to our independent registered public accounting firm KPMG LLPEY for the last two fiscal years:
|
| 2015 |
| 2014 |
| ||
Audit Fees |
| $ | 434,732 |
| $ | 415,151 |
|
Audit Related Fees |
| — |
| — |
| ||
Tax Fees |
| — |
| — |
| ||
All Other Fees |
| — |
| — |
| ||
Total Fees |
| $ | 434,732 |
| $ | 415,151 |
|
years ended December 31, 2021 and December 31, 2020:
| | | 2021 | | | 2020 | | ||||||
Audit Fees | | | | $ | 667,926 | | | | | $ | 732,223 | | |
Audit-Related Fees | | | | | 190,772 | | | | | | — | | |
Tax Fees | | | | | — | | | | | | — | | |
All Other Fees | | | | | — | | | | | | — | | |
Total Fees | | | | $ | 858,698 | | | | | $ | 732,223 | | |
Leanne BakerRobin Dunbar (member)
Michael Stein (member)
Allen Ambrose (member)
Gregory Fauquier (member)
our Board of Directors or Compensation Committee or where any of our executive officers served as a director of another entity whose executive officers served on our Compensation Committee.
www.mcewenmining.com/investor-relations/corporate-governance
.The last time the Company engaged a compensation consultant was in 2012 where the Compensation Committee engaged Bill Heck of the Harlon Group as consultant to assist in assessing the relative performance and executive compensation of McEwen Mining to a peer group of companies.
In considering the data provided by the Harlon Group in connection with the 2012 report, the Compensation Committee noted that McEwen Mining’s executive base salaries were generally below the market median (sometimes significantly below) and that McEwen Mining’s overall executive compensation levels were also below the market median.
option awards were generally subject to a vesting schedule, although there was no formal policy to that effect. Effective January 2010, the Board adopted a policy that requires all stock options awarded be subject to a minimum vesting period of three years beginning one year from the date of grant. The stock options are priced at or above the closing market price of our common stock on the grant date, which is the date the Board approves the award, unless circumstances such as non-public material information require a later date. The Committee also takes into consideration the potential tax consequences to the recipient and to our company when determining the form of award. Due to our historical status as an exploration stage company with no revenue and more recent status as a smaller producer, and our need to conserve working capital to reinvest in our business, our compensation structure has beenis weighted more toward performance bonuses and/or equity compensation and less toward salary and other forms of cash compensation.
base salary.
any named executive officer during 2021.
In connection with its annual reviewofficers. Certain of executive compensation in 2015, no salary changes were made, although certain individuals received increases in base salary incident to promotions in title.
The Board of Directors approved an option award to the named executive officers also received grants of equity awards, as shown in the table labeled “Grants of Plan Based Awards” on November 27, 2015, with an exercise pricePage 21 of $1.02 per share. Pursuant to the option awards, Dr. Stubina received 200,000 options, Mr. Faust received 150,000 options, Mr. Elinesky received 90,000 options and Mr. Quick received 120,000 options. Mr. Elinesky received an additional 30,000 options with an exercise price of $1.02 on December 17, 2015 in connection with his promotion to Senior Vice President and Chief Financial Officer. All of the options vest in three annual installments beginning one year from the date of grant.
this proxy statement.
2021.
Name and Principal Position |
| Year |
| Salary |
| Bonus |
| Stock |
| Option |
| All Other |
| Total |
|
Robert McEwen |
| 2015 |
| — |
| — |
| — |
| — |
| — |
| — |
|
Chairman and Chief Executive Officer |
| 2014 |
| — |
| — |
| — |
| — |
| — |
| — |
|
|
| 2013 |
| — |
| — |
| — |
| — |
| — |
| — |
|
Nathan Stubina |
| 2015 |
| 178,954 |
| 15,666 |
| — |
| 78,000 |
| 2,146 |
| 274,766 |
|
Managing Director(3) |
| 2014 |
| 147,715 |
| 19,928 |
| — |
| 304,500 |
| 1,825 |
| 473,968 |
|
|
| 2013 |
| — |
| — |
| — |
| — |
| — |
| — |
|
William Faust |
| 2015 |
| 300,000 |
| 10,000 |
| — |
| 58,500 |
| — |
| 368,500 |
|
Chief Operating Officer |
| 2014 |
| 300,000 |
| 10,000 |
| — |
| 130,500 |
| — |
| 440,500 |
|
|
| 2013 |
| 300,000 |
| 20,000 |
| — |
| 151,996 |
| — |
| 471,996 |
|
Andrew Elinesky |
| 2015 |
| 111,500 |
| 7,050 |
| — |
| 49,500 |
| 1,621 |
| 169,670 |
|
Chief Financial Officer(4) |
| 2014 |
| 122,283 |
| 4,529 |
| — |
| 108,750 |
| 1,811 |
| 237,373 |
|
|
| 2013 |
| 131,125 |
| 19,426 |
| — |
| 91,198 |
| 1,784 |
| 243,533 |
|
Perry Ing |
| 2015 |
| 143,345 |
| — |
| — |
| — |
| 1,570 |
| 144,915 |
|
Chief Financial Officer(5) |
| 2014 |
| 181,160 |
| 14,493 |
| — |
| 217,500 |
| 2,224 |
| 415,377 |
|
|
| 2013 |
| 194,260 |
| 29,139 |
| — |
| 151,996 |
| 2,131 |
| 377,526 |
|
Simon Quick |
| 2015 |
| 109,813 |
| 15,666 |
| — |
| 46,800 |
| 281 |
| 172,560 |
|
Vice President, Projects |
| 2014 |
| 120,541 |
| 10,870 |
| — |
| 130,500 |
| 1,937 |
| 263,848 |
|
|
| 2013 |
| 99,371 |
| 29,139 |
| — |
| 91,198 |
| 2,390 |
| 222,098 |
|
| | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards | | | Option Awards ($)(1) | | | All Other Compensation ($)(2) | | | Total ($) | | | |||||||||||||||||||||||
Robert R. McEwen Chairman and Chief Executive Officer | | | | | 2021 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,705 | | | | | | 3,706 | | | | ||
| | | 2020 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | 203,232 | | | | | | 3,460 | | | | | | 206,693 | | | | ||||
| | | 2019 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,432 | | | | | | 3,433 | | | | ||||
Anna Ladd-Kruger Chief Financial Officer(3)(5) | | | | | 2021 | | | | | | 254,817 | | | | | | — | | | | | | — | | | | | | 43,213 | | | | | | 12,338(10) | | | | | | 310,368 | | | | ||
| | | 2020 | | | | | | 58,715 | | | | | | — | | | | | | — | | | | | | 81,293 | | | | | | 2,599(10) | | | | | | 142,607 | | | | ||||
| | | 2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||||
G. Peter Mah Chief Operating Officer(4)(5) | | | | | 2021 | | | | | | 310,558 | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,228(10) | | | | | | 323,786 | | | | ||
| | | 2020 | | | | | | 178,896 | | | | | | — | | | | | | — | | | | | | 145,860 | | | | | | 7,959(10) | | | | | | 332,715 | | | | ||||
| | | 2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||||
Steve McGibbon Executive Vice President Exploration(5)(7) | | | | | 2021 | | | | | | 177,545 | | | | | | — | | | | | | — | | | | | | 86,426 | | | | | | 6,587(10) | | | | | | 270,558 | | | | ||
| | | 2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | ||||
| | | 2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||||
Ruben Wallin Vice President Environment, Health, Safety & Sustainability(5)(8) | | | | | 2021 | | | | | | 127,485 | | | | | | — | | | | | | — | | | | | | 42,213 | | | | | | 6,526(10) | | | | | | 177,224 | | | | ||
| | | 2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||||
| | | 2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||||
Steven Woolfenden Former Vice President, Environment & Community Affairs(5)(6) | | | | | 2021 | | | | | | 241,648 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,376(10) | | | | | | 244,024 | | | | ||
| | | 2020 | | | | | | 167,715 | | | | | | — | | | | | | — | | | | | | 31,704 | | | | | | 7,413(10) | | | | | | 206,832 | | | | | | ||
| | | 2019 | | | | | | 78,269 | | | | | | — | | | | | | — | | | | | | 101,318 | | | | | | 4,005(10) | | | | | | 183,592 | | | | ||||
Andrew Iaboni Former Vice President, Finance(5)(9) | | | | | 2021 | | | | | | 34,731 | | | | | | — | | | | | | — | | | | | | — | | | | | | 613(10) | | | | | | 35,344 | | | | ||
| | | 2020 | | | | | | 156,534 | | | | | | — | | | | | | — | | | | | | 63,408 | | | | | | 7,260(10) | | | | | | 227,202 | | | | ||||
| | | 2019 | | | | | | 158,277 | | | | | | 52,759 | | | | | | — | | | | | | 55,627 | | | | | | 10,860(10) | | | | | | 277,523 | | | |
1.00.
(4) Mr. Elinesky was promoted to Seniorappointed as Vice President of Environment and Chief Financial OfficerCommunity Affairs on May 28, 2019. He served in that capacity until March 23, 2021.
April 10, 2021.
Wallin was appointed Vice President of Environment, Health, Safety & Sustainability on April 12, 2021.
WeCompany. Ms. Ladd-Kruger is also entitled to earn a performance bonus in the discretion of the Compensation Committee of the Board of Directors based on achievement of certain key performance indicators. The target for this bonus is 60% of Ms. Ladd-Kruger’s annual salary. In addition to her cash compensation, Ms. Ladd-Kruger was granted an option to purchase 200,000 shares of the Company’s common stock with an exercise price equal to $1.25 per share.
If we terminate the Agreement without cause,employment, we would be obligated to provide him with twelve months’ notice or pay in lieu of such notice. If Mr. McGibbon is terminated without cause following the employeefirst year of his employment, he would be entitled to the greater of (i) three weeks’ notice for two (2) months base compensationthe first year of employment, plus an additional three weeks’ notice for eachevery completed year of service upthereafter, to a maximum of twelve (12) months.weeks, or pay in lieu of such notice, or (ii) his minimum entitlement under the Ontario Employment Standards Act, 2000, as amended (the “ESA”). If the Agreement is terminated by Mr. Faust uponwe terminate his employment without cause following a “changechange in control” as of the company (as such term is defined in the Agreement,Offer Letter), we would be obligated to pay him an amount equal to 24 months of salary, plus his target bonus and required benefits. Mr. Faust for three (3) months pay for each completed yearMcGibbon received an initial grant of service200,000 stock options in accordance with the term of the Company’s Equity Incentive Plan and Grant Agreement to be issued and price to be finalized. Further to Mr. Gibbon’s agreement, he is eligible to receive an annual bonus of up to 60% of his base salary, payable in cash or stock of the company at a maximum of twenty four (24) months.
The Companytime in the amount as determined by the Board in its sole discretion.
Managing Director, Dr. Stubina was compensated at the rate of C$180,000 per annum until the departure of the President in July 2014, following which his rate was increased to C$220,000. In December 2015, concurrent with the hiring of Mr. Sutherland as President, Mr. Stubina’s base salary was reduced to C$180,000 per year. Notwithstanding the provisions of the Agreement, Dr. Stubina serves in his position with the Company at the will of the Company’s Board of Directors. If we terminate the Agreement without cause,control, we would be obligated to pay him an amount equal to twice his annual salary and bonus for the employee forpreceding year. If his employment is terminated by us without cause, Mr. Wallin would be entitled to the greater of (i) three (3) weeks base compensationof severance if he is terminated during the first year of employment and an additional three weeks severance for each completedadditional year of servicethat he is employed by us, up to 12 weeks of severance, or (ii) the amount he would be entitled to receive under the ESA. If we terminate his employment without cause following a maximumchange in control of twelve (12) weeks.
Grantsthe company (as such term is defined in the Offer Letter), we would be obligated to pay him an amount equal to 12 months of salary, plus his target bonus and required benefits. Mr. Wallin received an initial grant of 100,000 Stock Options in accordance with the terms of the Company’s Equity Incentive Plan Based Awardsand Grant Agreement. He is entitled to participate in all employee benefit plans accordingly with other senior executive officers of our company.
|
|
|
| Estimated Future Payouts |
| Estimated Future Payouts |
| All Other |
| All Other |
| Exercise |
| Grant Date |
| ||||||||
Name |
| Grant Date(1) |
| Threshold |
| Target |
| Maximum |
| Threshold |
| Target |
| Maximum |
| Units |
| Options |
| ($/sh) |
| ($)(2) |
|
Robert McEwen |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
Nathan Stubina |
| 11/27/2015 |
| — |
| — |
| — |
| — |
| 200,000 |
| — |
| — |
| — |
| 1.02 |
| 78,000 |
|
William Faust |
| 11/27/2015 |
| — |
| — |
| — |
| — |
| 150,000 |
| — |
| — |
| — |
| 1.02 |
| 58,500 |
|
Andrew Elinesky |
| 11/27/2015 |
| — |
| — |
| — |
| — |
| 90,000 |
| — |
| — |
| — |
| 1.02 |
| 35,100 |
|
Andrew Elinesky |
| 12/17/2015 |
| — |
| — |
| — |
| — |
| 30,000 |
| — |
| — |
| — |
| 1.02 |
| 14,400 |
|
Simon Quick |
| 11/27/2015 |
| — |
| — |
| — |
| — |
| 120,000 |
| — |
| — |
| — |
| 1.02 |
| 46,800 |
|
Name | | | Grant Date(1) | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stocks or Units | | | All Other Option Awards: Number of Securities Underlying Options | | | Exercise or Base Price of Option Awards ($/sh) | | | Grant Date Fair Value of Stock and Option Awards ($)(2) | | |||||||||||||||||||||||||||||||||||||||||||||
| Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | ||||||||||||||||||||||||||||||||||||||||||||||||||
Anna Ladd-Kruger | | | | | 08/09/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 100,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1.21 | | | | | | 43,213 | | |
Stephen McGibbon | | | | | 08/09/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 200,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1.21 | | | | | | 86,426 | | |
Ruben Wallin | | | | | 08/09/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 100,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1.21 | | | | | | 43,213 | | |
|
| Option Awards |
| Stock Awards |
| ||||||||||||||
Name |
| Number of |
| Number of |
| Equity |
| Option |
| Option |
| Number |
| Market |
| Equity |
| Equity |
|
Nathan Stubina(1) |
| 70,000 |
| 140,000 |
| — |
| 2.90 |
| 8/11/2019 |
| — |
| — |
| — |
| — |
|
Nathan Stubina(1) |
| — |
| 200,000 |
| — |
| 1.02 |
| 11/26/2020 |
| — |
| — |
| — |
| — |
|
Simon Quick |
| 6,000 |
| — |
| — |
| 2.51 |
| 2/17/2020 |
| — |
| — |
| — |
| — |
|
Simon Quick |
| 15,000 |
| — |
| — |
| 7.10 |
| 3/15/2021 |
| — |
| — |
| — |
| — |
|
Simon Quick(1) |
| 60,000 |
| 30,000 |
| — |
| 2.25 |
| 5/21/2018 |
| — |
| — |
| — |
| — |
|
Simon Quick(1) |
| 30,000 |
| 60,000 |
| — |
| 2.90 |
| 8/11/2019 |
| — |
| — |
| — |
| — |
|
Simon Quick(1) |
| — |
| 120,000 |
| — |
| 1.02 |
| 11/26/2020 |
| — |
| — |
| — |
| — |
|
Andrew Elinesky |
| 22,000 |
| — |
| — |
| 2.02 |
| 5/7/2018 |
| — |
| — |
| — |
| — |
|
Andrew Elinesky |
| 4,000 |
| — |
| — |
| 2.51 |
| 2/17/2020 |
| — |
| — |
| — |
| — |
|
Andrew Elinesky |
| 10,000 |
| — |
| — |
| 7.10 |
| 3/15/2021 |
| — |
| — |
| — |
| — |
|
Andrew Elinesky(1) |
| 60,000 |
| 30,000 |
| — |
| 2.25 |
| 5/21/2018 |
| — |
| — |
| — |
| — |
|
Andrew Elinesky(1) |
| 25,000 |
| 50,000 |
| — |
| 2.90 |
| 8/11/2019 |
| — |
| — |
| — |
| — |
|
Andrew Elinesky(1) |
| — |
| 90,000 |
| — |
| 1.02 |
| 11/26/2020 |
| — |
| — |
| — |
| — |
|
Andrew Elinesky(1) |
| — |
| 30,000 |
| — |
| 1.02 |
| 12/17/2020 |
| — |
| — |
| — |
| — |
|
William Faust |
| 300,000 |
| — |
| — |
| 5.80 |
| 1/31/2022 |
| — |
| — |
| — |
| — |
|
William Faust(1) |
| 100,000 |
| 50,000 |
| — |
| 2.25 |
| 5/21/2018 |
| — |
| — |
| — |
| — |
|
William Faust(1) |
| 30,000 |
| 60,000 |
| — |
| 2.90 |
| 8/11/2019 |
| — |
| — |
| — |
| — |
|
William Faust(1) |
| — |
| 150,000 |
| — |
| 1.02 |
| 11/26/2020 |
| — |
| — |
| — |
| — |
|
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||||||||
Name(1) | | | Number of Securities Underlying Unexercised Options Exercisable | | | Number of Securities Underlying Unexercised Options Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested | | | Market Value of Shares or Units That Have Not Vested | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | |||||||||||||||||||||||||||
Robert R. McEwen | | | | | 166,667 | | | | | | 333,333 | | | | | | — | | | | | | 1.25 | | | | | | 9/28/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Anna Ladd-Kruger | | | | | 66,667 | | | | | | 133,333 | | | | | | — | | | | | | 1.25 | | | | | | 9/28/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Anna Ladd Kruger | | | | | — | | | | | | 100,000 | | | | | | | | | | | | 1,21 | | | | | | 8/08/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
George Peter Mah | | | | | 200,000 | | | | | | 100,000 | | | | | | — | | | | | | 0.81 | | | | | | 4/02/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
George Peter Mah | | | | | 35,000 | | | | | | 70,000 | | | | | | — | | | | | | 1.25 | | | | | | 9/28/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Stephen McGibbon | | | | | — | | | | | | 200,000 | | | | | | — | | | | | | 1.21 | | | | | | 8/08/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ruben Wallin | | | | | — | | | | | | 100,000 | | | | | | — | | | | | | 1.21 | | | | | | 8/08/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Option Exercises and Stock Vested Table
year 2021.
Name(1) |
| Fees Earned or |
| Stock |
| Option |
| Incentive Plan |
| All Other |
| Total |
| |||
Allen Ambrose |
| $ | 45,000 |
| — |
| $ | 29,250 |
| — |
| — |
| $ | 74,250 |
|
Michele Ashby |
| $ | 45,000 |
| — |
| $ | 29,250 |
| — |
| — |
| $ | 74,250 |
|
Leanne Baker |
| $ | 42,000 |
| — |
| $ | 29,250 |
| — |
| — |
| $ | 71,250 |
|
Richard Brissenden(3) |
| $ | 50,000 |
| — |
| $ | 29,250 |
| — |
| — |
| $ | 79,250 |
|
Greg Fauquier(3) |
| $ | 40,000 |
| — |
| $ | 29,250 |
| — |
| — |
| $ | 69,250 |
|
Donald Quick(3) |
| $ | 40,000 |
| — |
| $ | 29,250 |
| — |
| — |
| $ | 69,250 |
|
Michael Stein(3) |
| $ | 42,000 |
| — |
| $ | 29,250 |
| — |
| — |
| $ | 71,250 |
|
Name(1) | | | Fees Earned or Paid in Cash ($) | | | Stock Awards | | | Option Awards($)(3) | | | Incentive Plan Compensation | | | All Other Compensation | | | Total ($) | | ||||||||||||||||||
Allen Ambrose | | | | | 45,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 45,000 | | |
Michele Ashby | | | | | 45,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 45,000 | | |
Richard Brissenden(2) | | | | | 50,178 | | | | | | — | | | �� | | | — | | | | | | — | | | | | | — | | | | | | 50,178 | | |
Greg Fauquier(2) | | | | | 45,161 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 45,161 | | |
Donald Quick(2) | | | | | 40,143 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,143 | | |
Robin Dunbar(2) | | | | | 40,143 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,143 | | |
Michael Stein(2) | | | | | 42,150 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 42,150 | | |
William Shaver(2)(4) | | | | | 11,173 | | | | | | — | | | | | | 47,762 | | | | | | — | | | | | | — | | | | | | 58,935 | | |
Directors on September 29,2021.
www.mcewenmining.com/investor-relations/corporate-governance
.The voting and exchange trustee is entitled to all of the voting rights, including the right to vote in person or by proxy, attaching to the one share of Series B Special Voting Preferred Stock on all matters that may properly come before a meeting of shareholders. The share of Series B Special Voting Preferred Stock is entitled to that number of votes equal to the number of outstanding Exchangeable Shares (other than shares held by us or our subsidiaries). The holders of our common stock and the holder of the Series B Special Voting Preferred Stock vote together as a single class. The Exchangeable Shares are exchangeable for shares of our common stock at any time on a one-for-one basis.
All rights of a holder of Exchangeable Shares to exercise votes attached to the share of Series B Special Voting Preferred Stock will cease upon the exchange of that holder’s Exchangeable Shares for shares of our common stock.
except as set forth in the table).stock. In calculating the percentage ownership for each shareholder, we assumed that any options or warrants owned by an individual and exercisable within 60 days are exercised, but not the options or warrants owned by any other individual. Unless otherwise stated, all ownership is direct and the address of each individual or entity is the address of our executive office, 150 King Street West, Suite 2800, Toronto, Ontario, Canada M5H 1J9.
|
| Shares Beneficially Owned |
| ||||
Name and Address of Beneficial Owner |
| Number |
| Footnote Reference |
| Percentage |
|
Robert McEwen** (includes shares held by 2190303 Ontario Inc.) |
| 75,791,721 |
| (1)(2) |
| 25.4 | % |
2190303 Ontario Inc. |
| 75,791,721 |
| (2) |
| 25.4 | % |
Allen Ambrose** |
| 491,904 |
| (1)(3) |
| * |
|
Michele Ashby** |
| 197,500 |
| (1)(4) |
| * |
|
Leanne Baker** |
| 205,500 |
| (1)(5) |
| * |
|
Richard Brissenden** |
| 70,000 |
| (1)(6) |
| * |
|
Gregory Fauquier** |
| 45,333 |
| (1)(7) |
| * |
|
Donald Quick** |
| 160,000 |
| (1)(8) |
| * |
|
Michael Stein** |
| 504,870 |
| (1)(9) |
| * |
|
Nathan Stubina |
| 97,000 |
| (1)(10) |
| * |
|
Andrew Elinesky |
| 151,000 |
| (1)(11) |
| * |
|
Simon Quick |
| 141,000 |
| (1)(12) |
| * |
|
William Faust |
| 480,400 |
| (1)(13) |
| * |
|
Perry Ing |
| 527,000 |
| (14) |
| * |
|
All officers and directors as a group |
| 79,922,212 |
| (3) through (15) |
| 26.6 | % |
| | | Shares Beneficially Owned | | |||||||||||||||
Name and Address of Beneficial Owner | | | Number | | | Footnote Reference | | | Percentage | | |||||||||
Robert McEwen** (includes shares held by 2190303 Ontario Inc.) | | | | | 82,354,345 | | | | | | (1)(2) | | | | | | 17.3% | | |
2190303 Ontario Inc. | | | | | 81,834,879 | | | | | | | | | | | | 17.2% | | |
Allen Ambrose** | | | | | 576,134 | | | | | | (1)(3) | | | | | | * | | |
Michele Ashby | | | | | 167,500 | | | | | | (1)(4) | | | | | | * | | |
Richard Brissenden | | | | | 100,000 | | | | | | (1)(5) | | | | | | * | | |
Robin Dunbar | | | | | 234,279 | | | | | | (1)(6) | | | | | | * | | |
Donald Quick | | | | | 210,000 | | | | | | (1)(7) | | | | | | * | | |
Merri Sanchez | | | | | 0 | | | | | | (1) | | | | | | * | | |
William M. Shaver | | | | | 0 | | | | | | (1) | | | | | | * | | |
Michael Stein | | | | | 672,892 | | | | | | (1)(8) | | | | | | * | | |
Anna Ladd-Kruger | | | | | 116,666 | | | | | | (1)(9) | | | | | | * | | |
G. Peter Mah | | | | | 231,575 | | | | | | (1)(10) | | | | | | * | | |
Stephen McGibbon | | | | | 0 | | | | | | (1) | | | | | | * | | |
Ruben Wallin | | | | | 0 | | | | | | (1) | | | | | | * | | |
Steven Woolfenden | | | | | 126,000 | | | | | | (1)(11) | | | | | | * | | |
Andrew Iaboni | | | | | 42,574 | | | | | | (1)(12) | | | | | | * | | |
All officers and directors as a group (15 persons) | | | | | 85,193,965 | | | | | | (2)(13) | | | | | | 17.9% | | |
** All directors can be reached at our corporate office address of 150 King Street West, Suite 2800, Toronto, Ontario, Canada M5H 1J9.
(3) Includes 60,000control; and (iii) 166,666 shares underlying stock options which are exercisable within 60 days of the date of this proxy statement.
(13) Includes 480,000 shares underlying stock options which are exercisable within 60 daysthe date of this proxy statement.
(14) Mr. Ing resigned as the Company’s Chief Financial Officer effective October 30, 2015. Information in the table is based on the most recent Form 4 filed by Mr. Ing. Includes 480,000 shares underlying stock options which are exercisable within 60 days of this proxy statement.
(15) Includes 70,000 shares underlying stock options which are exercisable within 60 days of this proxy statement.
Plan Category | | | Number of securities to be issued upon exercise of outstanding options | | | Weighted- average exercise price per share of outstanding options | | | Number of securities remaining available for future issuance under equity compensation plans | | |||||||||
Equity compensation plans approved by security holders | | | | | 6,169,583 | | | | | $ | 1.34 | | | | | | 23,830,417 | | |
TOTAL | | | | | 6,169,583 | | | | | | 1.34 | | | | | | 23,830,417 | | |
“HOUSEHOLDING” OF PROXY MATERIALS
When multiple shareholders have the same address, the SEC permits companies and Intermediaries to deliver a single copy of certain proxy materials and the Notice of Internet Availability of Proxy Materials (the “Notice”) to them. This process is commonly referred to as “householding.” We do not participate in householding, but some brokers may for shareholders who do not take electronic delivery of proxy materials. If your shares are held in a brokerage account and you have received notice from your broker that it will send one copy of the Notice or proxy materials to your address, householding will continue until you are notified otherwise or instruct your broker otherwise. If, at any time, you would prefer to receive a separate copy of the Notice or proxy materials, or if you share an address with another shareholder and receive multiple copies but would prefer to receive a single copy, please notify your broker. We will promptly deliver to a shareholder who received one copy of the Notice or proxy materials as a result of householding a separate copy upon the shareholder’s written or oral request directed to our investor relations department at (647) 258-0395 ext. 320 or McEwen Mining Inc., 150 King Street West, Suite 2800, Toronto, Ontario, Canada M5H 1J9. Please note, however, that if you wish to receive a paper proxy card or other proxy materials for purposes of this year’s annual meeting, you should follow the instructions provided in the Notice.
| | | | By Order of the Board of Directors | |
| | | | ||
| DATE: | | | ROBERT R. MCEWEN | |
| |
. qof Shareholders of McEwen Mining Inc. will be held onThursday, June 30, 2022 at 11:00 a.m. ET, virtually via the internet at www.meetnow.global/MJXJLV6.To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — McEwen Mining Inc. + q+THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS TheDIRECTORSThe undersigned, having duly received the Notice of Annual Meeting and the proxy statement dated April 11, 2016,28, 2022, hereby revokes any and all proxies previously granted and appoints Robert R. McEwen and Carmen L. Diges or either of them, as proxies (each with the power to act alone and with the power of substitution and revocation) to represent the undersigned and to vote, as designated herein, all shares of common stock of McEwen Mining Inc. held of record by the undersigned on April 11, 2016,28, 2022, at the Annual Meeting of Shareholders to be held on May 31, 2016June 30, 2022 at St. Andrew’s Club & Conference Centre, 150 King St. W., 16th Floor, Conservatory Room, Toronto, Ontario, Canada, M5H 1J911:00 a.m. Eastern Time virtually at 4:00 p.m. Eastern Time,www.meetnow.global/MJXJLV6, and at any adjournment thereof. Thisthereof.This proxy, when properly executed, will be voted in the manner directed on the proxy by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE LISTED DIRECTORS, FOR THE APPROVAL OF COMPENSATION OF OURTHE NAMED EXECUTIVE OFFICERS, TO HOLD THE ADVISORY VOTE ON EXECUTIVE COMPENSATION EVERY THREE YEARS AND FOR THE RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT ACCOUNTANTS. PLEASEREGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2022.PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED RETURN ENVELOPE OR IF YOU ARE ELIGIBLE FOR AND PREFER INTERNET OR TELEPHONE VOTING, PLEASE RETURN YOUR PROXY BY FOLLOWING THE INSTRUCTIONS ON THE REVERSE SIDE OF THIS CARD. Non-Voting (Items to be voted appear on reverse side)Change of Address — Please print new address below. Please sign exactly as your name appears on this card. When shares are held by joint tenants, both should sign. If signing as attorney, guardian, executor, administrator or trustee, please give full title as such. If a corporation, please sign in the corporate name by the president or other authorized officer. If a partnership, please sign in the partnership name by an authorized person. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below B+