SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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:
Filed by the Registrant ☒ContentsPerson(s) Filing Proxy Statement, if other than the Registrant)
MAY 23, 2019
(3) To vote, in accordance with the rules of the New York Stock Exchange, upon a proposal to approveamend our Second Amended and Restated Articles of Incorporation to increase our authorized capital by 175,000,000 shares of common stock;
April 15, 2031;
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ROBERT R. MCEWEN | ||
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May April 15, 2031;Thursday, May 23, 2019,Monday, June 28, 2021 at 4:00 p.m., Eastern Time, at Vantage Venues, 150 King Street West, Toronto, Ontario M5H 1J9,virtually at: www.meetingcenter.io/236635772, and any adjournment or postponement thereof (the “annual meeting”).thereof. The Notice of Annual Meeting of shareholders and this proxy statement and a proxy or voting instruction card are being mailed or made available to shareholders starting on or before April 10, 2019.·•nineeight nominees for directors to hold office until the 20202022 annual meeting of shareholders and until their successors are duly elected and qualified;·•advisory vote onnumber of shares of common stock that we are authorized to issue from 500,000,000 to 675,000,000;compensationEquity Incentive Plan or Plan, to increase the number of our named executive officers as described in this proxy statement (“Say-on-Pay”);·shares authorized to be issued under the proposed issuancePlan from 17,500,000 to 30,000,000 and to extend the expiration of securitiesthe plan to certain of our officers and directors in connection with an offering by us completed in March 2019;·•2019;2021; and·•April 10, 2019,May [ • ], 2021, we mailed a Notice of Internet Availability of Proxy Materials to shareholders, containing instructions on how to access the proxy materials on the Internet, to vote your shares over the Internet or by telephone or to request a paper copy of the proxy materials and proxy card. You will not receive a printed copy of the proxy materials unless you request them. If you would like to receive a printed copy of our proxy materials, including a printed proxy card on which you may submit your vote by mail, please follow the instructions for obtaining a printed copy of our proxy materials contained in the Notice of Internet Availability of Proxy Materials.Admissionis limited to shareholdersonly if you were a shareholder of the company as of the close of business on April 2, 2019 and their authorized proxy holders. If26, 2021, or if you hold a valid proxy for the annual meeting. No physical meeting will be held.
For directions toattend the annual meeting please writevirtually on the Internet. If you are unable to Corporate Secretary,register for any reason, you may still view the meeting as a guest by visiting the meeting website, but you will not be able to vote or ask questions.
attach an image of your legal proxy, to legalproxy@computershare.com
If you hold your shares through a broker or other intermediary, you should contact your broker to determine if they allow for voting on the internet or by phone.
Board.
meeting on the Internet, and telephone” above.
day of the meeting;
record or registering, attending the meeting and voting electronically during the meeting.
Proposal | | | Vote Required | |
1. Election of directors | | | Plurality, subject to resignation under Majority Voting Policy if votes “withheld” greater than votes “for” | |
2. Proposal to increase our authorized capital | | |||
| Majority of votes cast | | ||
3. Proposal to increase the number of shares authorized to be issued under our Equity Incentive Plan and to extend the expiration date of the Plan | | |||
| Majority of votes cast | | ||
4. Ratification of the appointment of Ernst & Young LLP | | | Majority of votes cast | |
reject it based on all relevant factors. The Board must then act on that recommendation no later than 90 days following the date of an annual meeting of shareholders. Within four days of the Board’s decision, we must disclose the decision in a Current Report on Form 8-K filed with the SEC that includes a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the resignation.atfor the annual meetingelection (assuming a quorum is present)present at the meeting), subject to our Majority Voting Policy (the “Majority Voting Policy”). The nineeight nominees for director who receive the highest number of votes will be elected to the Board of Directors. Any shares not voted atfor the annual meeting,election, whether due to abstentions, broker non-votes or otherwise, will have no impact on the election of the directors.Say-on-PayProposal to Increase our Authorized Capitalat the annual meeting (assuming a quorum is present) is required to approve the advisory vote on the compensation of our named executive officers. Abstentions and broker non-votes will have no effect on the outcome of this proposal.Issuance of Securities to our Officers and DirectorsThe affirmative vote of the holders of a majority of the votes cast at the annual meeting (assuming a quorum is present) and a majority of votes cast by the disinterested shareholders of our company, meaning a majority of votes cast by shareholders other than holders of Subscription Receipts and their affiliates is required to approve the conversion of Subscription Receipts and issuance of the underlying securities. Under the NYSE rules, abstentions are considered “votes cast” for the purpose of determining whether a majority of “votes cast” are in favor of the proposal and accordingly are counted as votes against the proposal.Ratification of the Appointment of Ernst & Young LLPThe affirmative vote of the holders of a majority of the votes cast at the annual meeting (assuming a quorum is present) is required for the ratification of the appointment of Ernst & Young LLP as our
Second Amended and Restated Articles of Incorporation;
to extend the termination date of the Plan; and
2021.
Name |
| Age |
| Positions With the Company |
| Board |
Robert R. McEwen |
| 68 |
| Chairman of the Board and Chief Executive Officer |
| 2005 |
Allen V. Ambrose(1)(2)(3) |
| 62 |
| Director |
| 2012 |
Michele L. Ashby(1)(3) |
| 63 |
| Director |
| 2005 |
Leanne M. Baker(2)(4) |
| 66 |
| Director |
| 2005 |
Richard W. Brissenden(3)(4) |
| 74 |
| Director |
| 2012 |
Robin E. Dunbar(2) |
| 60 |
| Director |
| 2017 |
Gregory P. Fauquier(1)(3) |
| 68 |
| Director |
| 2014 |
Donald R. M. Quick(3) |
| 67 |
| Director |
| 2012 |
Michael L. Stein(4) |
| 68 |
| Director |
| 2012 |
Christopher Stewart |
| 50 |
| President and Chief Operating Officer |
| — |
Andrew Elinesky |
| 42 |
| Senior Vice President and Chief Financial Officer |
| — |
Donald Brown |
| 61 |
| Senior Vice President, Projects |
| — |
Sylvain Guerard |
| 55 |
| Senior Vice President, Exploration |
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Carmen Diges |
| 48 |
| General Counsel and Secretary |
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Simon Quick |
| 32 |
| Vice President, Projects |
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Andrew Iaboni |
| 37 |
| Vice President, Finance |
| — |
Name | | | Age | | | Positions With the Company | | | Board Position Held Since | | ||||||
Robert R. McEwen | | | | | 70 | | | | Chairman of the Board and Chief Executive Officer | | | | | 2005 | | |
Allen V. Ambrose(1)(2)(3) | | | | | 64 | | | | Director | | | | | 2012 | | |
Michele L. Ashby(1)(3) | | | | | 65 | | | | Director | | | | | 2005 | | |
Richard W. Brissenden(3)(4) | | | | | 76 | | | | Director | | | | | 2012 | | |
Robin E. Dunbar(2)(4) | | | | | 62 | | | | Director | | | | | 2017 | | |
Gregory P. Fauquier(1)(3) | | | | | 70 | | | | Director | | | | | 2014 | | |
Donald R. M. Quick(3) | | | | | 69 | | | | Director | | | | | 2012 | | |
Michael L. Stein(4) | | | | | 70 | | | | Director | | | | | 2012 | | |
Anna Ladd-Kruger | | | | | 50 | | | | Chief Financial Officer | | | | | — | | |
G. Peter Mah | | | | | 53 | | | | Chief Operating Officer | | | | | — | | |
Stephen McGibbon | | | | | 62 | | | | Executive Vice President of Exploration | | | | | — | | |
Ruben Wallin. | | | | | 53 | | | | Vice President of Environment, Health, Safety & Sustainability | | | | | — | | |
Carmen Diges | | | | | 50 | | | | General Counsel and Secretary | | | | | — | | |
Stefan Spears | | | | | 39 | | | | Vice President, Corporate Development | | | | | — | | |
has worked as a geologist for Cyprus Minerals, Kidd Creek Mines, Molycorp, Boise Cascade and Denison Mines. He holds a B.Sc. in Geology from Eastern Washington University and attended graduate school. The Board believes that Mr. Ambrose’ experience as a geologist, significant understanding and experience with our Argentine assets, and knowledge of the mining industry provide the requisite skills and qualifications to serve as a member of our Board.
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-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.
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.
Andrew Elinesky (Senior Vice President and Chief Financial Officer). Mr. Elinesky was appointed Senior Vice President and Chief Financial Officer on December 15, 2015. Previously, Mr. Elinesky served as Vice President, Argentina from April 2012 until his promotion. Mr. Elinesky started with our company 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.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.
Donald Brown (Senior Vice President, Projects). Mr. Brown was appointed Senior Vice President, Projects on August 29, 2016. Mr. Brown has a Bachelor’s degree in geotechnicalenvironmental engineering and a Master’s degreeBachelor of Science in mining engineering, both from the UK. Mr. Brown has 35 years of worldwide international experience in major civil and mining project developments mostly with Bechtel as Construction Manager and Glencore as Vice President for Projects. Mr. Brown is a Chartered Professional Engineer and has held several directorships during the course of his career.
Sylvain Guerard microbiology.(Senior Vice President, Exploration). Mr. Guerard was appointed Senior Vice President, Exploration on April 17, 2017. He has over 25 years of experience in mineral exploration across four continents. The scope of his work has been wide-ranging from generative to advanced stage exploration. Prior to joining McEwen Mining, he spent seven years at Kinross Gold Corporation, most recently serving as its Senior Vice President, Exploration with responsibility for world-wide development and implementation of exploration strategy. Before Kinross, Mr. Guerard worked in exploration at Barrick Gold Corporation for eight years, Inmet Mining Corporation for six years, and at two other firms.
Charter, a Master of Laws (Tax) from Osgoode Hall Law School, a Bachelor of Laws from Dalhousie Law School, as well as a Bachelor of Arts from the University of Toronto.
Andrew Iaboni (Vice President, Finance).Corporation from 2008 to 2012. From 2012 to 2015, Mr. Iaboni was appointed Vice President, Finance on December 15, 2015. He also served as Chief Financial Officer of Lexam from April 2013 to April 2017.Spears founded and ran a manufacturing company that made parts for the metal casting industry. After selling that business in 2015, Mr. Iaboni served as the Company’s Corporate Controller from 2013 until his current appointment and began his tenure withSpears rejoined the Company in 2010 in the capacityrole of AccountingSpecial Projects with a focus on corporate development and Tax Manager. Mr. Iaboni started his professional career with Ernst & Young LLP in 2004, followed by serving
Kingston, Ontario.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
We held our last advisory vote on compensation of our named executive officers at our 2016 annual meeting, and, consistent with the recommendation of the Board, our shareholders approved our executive compensation. Also at that meeting, our shareholders approved, on an advisory basis, a resolution to hold the Say-on-Pay vote every three years. Unless the Board modifies its policy on the frequency of future votes, we expect to have our next Say-on-Pay vote at our 2022 meeting. Sinceare also seeking the approval of our executive compensation in 2016, we have not made any material changesshareholders to increase the number of shares of our executive compensation program.
As described more fullycommon stock available for issuance under the heading “COMPENSATIONPlan by 12,500,000. See “Proposal 3 — Proposal to Amend our Equity Incentive Plan to Increase the Number of Shares Reserved for Issuance and Extend the Plan Until 2031”
Shareholders are urged to read the “Compensation Discussion and Analysis” section of this proxy statement, which discusses how our executive compensation policies implement our compensation philosophy, and the “Summary Compensation Table” section of this proxy statement, which includes tabular and narrative information about the compensation of our named executive officers. This discussion includes information about fiscal year 2018 compensation of our named executiveretain employees, directors, officers and consultants. In particular, without additional authorized shares of common stock, we will be severely restricted in our executiveability to grant future awards under the Equity Incentive Plan and to pursue the additional financing required to explore our properties, and if successful, develop and construct additional mining facilities. In addition, the number of currently remaining authorized shares of common stock will significantly limit our ability to grant new equity awards under our Equity Incentive Plan up to the full amount authorized under the Plan, either before or after the proposed increase in such amount as described further under Proposal 3.
We are askingconnection with any of the foregoing purposes.
RESOLVED, that the shareholders of McEwen Mining Inc. approve, on an advisory basis, the compensation of its named executive officers, as disclosed in the proxy statement for the 2019 annual meeting,Equity Incentive Plan, outstanding awards issued pursuant to the compensation disclosure rulesPlan, and outstanding warrants, we do not currently have any other arrangements, agreements or understandings that would require the issuance of additional shares of our common stock. Because it is anticipated that our directors and executive officers will be granted additional equity awards under the Plan, they may be deemed to have an indirect interest in the Amendment, because absent the Amendment and the amendment to the Plan, we would not have sufficient authorized shares to continue granting such awards in the future.
thereby have the effect of making it more difficult to remove directors or members of management by diluting the stock ownership or voting rights of persons seeking to effect such a removal. Accordingly, if the Amendment is approved by shareholders, the additional shares of authorized common stock may render more difficult or discourage a merger, tender offer or proxy contest, the assumption of control by a holder or group of holders of a large block of common stock, or the replacement or removal of one or more directors or members of management.
directors.
We are asking our shareholders to approve an amendment to our Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder from 17,500,000 to certain30,000,000 and to extend the termination of the Plan until April 15, 2031.
In addition to the sale to the institutional investor, and in connection with the Offering, we entered into subscription receipt agreements (the “Subscription Receipt Agreements”) with certain of our directors and officers dated March 29, 2019. The following officers, directors, employees, and consultants have purchased Subscription Receipts inwith the amounts set forth opposite their names:
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We referinterests of our shareholders, and the compensation program is designed to these officers, directors, employees and consultants asreward performance that supports our principle of building long-term shareholder value. As part of this compensation program, we currently award stock options under the “Investing D&Os.” PursuantPlan. As of April 16, 2021, there were 944,633 shares available for issuance under the Plan. If the proposed amendment is approved, there would be a total of 13,444,633 shares available for issuance under the Plan, assuming no other changes subsequent to the terms of the Subscription Receipt Agreements, the Investing D&Os agreed to acquire an aggregate of 1,935,484 subscription receipts (the “Subscription Receipts”) from us for the same price as the sale of Units to an unaffiliated purchaser.April 16, 2021. If our shareholders approve the amendments to the Plan, we intend to file a registration statement on Form S-8 to register the additional shares available for issuance under the Plan. If the amendments are not approved, we will consider other means of compensating our officers, directors and key personnel.
The Offering closed on March 29, 2019. Roth Capital Partners, LLC and A.G.P./Alliance Global Partners acted as placement agents in the offering in the United States and other jurisdictions outside of Canada. Maison Placements Canada Inc. acted as the placement agent in Canada.
Why We are Seeking Shareholder Approval
Plan.
Plan shall not be increased by the number of shares (1) tendered or withheld or subject to an award surrendered in connection with the purchase of shares upon exercise of an option, (2) deducted or delivered from payment of an award in connection with the Company’s tax withholding obligations or (3) purchased by the Company with proceeds from option exercises.
Directors may alter, suspend or terminate the Plan at any time and may, from time to time, amend the Plan in any manner, but may not without shareholder approval adopt any amendment that would increase the aggregate number of shares of common stock available under the Plan or modify any provision of the Plan that would materially increase the benefit or rights of any participant in the Plan. In addition, no amendment may be made to the no-repricing provisions described below without the approval of the Company’s shareholders. The rules of the NYSE, on which our common stock is listed, require shareholder approval of material amendments to the McEwen Mining Plan. Unless terminated sooner, the Plan will terminate on April 15, 2031.
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 | | | | | 7,010,750 | | | | | $ | 1.55 | | | | | | 0 | | |
Equity compensation plans not approved by security holders(1) | | | | | 67,000 | | | | | $ | 7.10 | | | | | | 0 | | |
TOTAL | | | | | 7,077,750 | | | | | | | | | | | | 0 | | |
If this proposal isLexam acquisition were not approved by our shareholders, then allsecurity holders. We are not authorized to issue any additional options under this plan.
exercised.
with respect to fiscal year 2020.
|
| 2018 |
| 2017 |
| ||
Audit Fees |
| $ | 700,177 |
| $ | 727,868 |
|
Audit-Related Fees |
| 208,382 |
| 124,683 |
| ||
Tax Fees |
| — |
| 5,666 |
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All Other Fees |
| — |
| — |
| ||
Total Fees |
| $ | 908,599 |
| $ | 858,217 |
|
| | | 2020 | | | 2019 | | ||||||
Audit Fees | | | | $ | 720,285 | | | | | $ | 718,148 | | |
Audit-Related Fees | | | | | — | | | | | | — | | |
Tax Fees | | | | | — | | | | | | — | | |
All Other Fees | | | | | — | | | | | | — | | |
Total Fees | | | | $ | 720,285 | | | | | $ | 718,148 | | |
Allen Ambrose (member)
Gregory Fauquier (member)
under the heading PROPOSALS OF SHAREHOLDERS FOR PRESENTATION AT THE NEXT ANNUAL MEETING OF SHAREHOLDERS. The following information must be included in or attached to the letter:
In December 2018,fiscal year 2020, our Board of Directors determined, based on the recommendation of our Chief Executive Officer and taking into account the need to conserve valuable working capital and our philosophy, that compensation should be weighted toward equity compensation, balanced against the performanceresults of each named executive officer during the fiscal year. Thus,operation, no cash bonuses were distributedawarded to any of our named executive officers. Certain of the named executive officers also received grants of equity awards, as shown in 2018.
the table labeled “Grants of Plan Based Awards” on page 31 of this proxy statement.
2020.
|
| Year |
| Salary |
| Bonus |
| Stock |
| Option |
| All Other |
| Total |
|
Robert R. McEwen |
| 2018 |
| 1 |
| — |
| — |
| — |
| 3,557 |
| 3,558 |
|
Chairman and Chief |
| 2017 |
| 1 |
| — |
| — |
| — |
| 2,490 |
| 2,491 |
|
Executive Officer |
| 2016 |
| 1 |
| — |
| — |
| — |
| 2,365 |
| 2,366 |
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Christopher Stewart |
| 2018 |
| 118,701 |
| — |
| — |
| 222,284 |
| 3,317 |
| 344,302 |
|
President and |
| 2017 |
| — |
| — |
| — |
| — |
| — |
| — |
|
Chief Operating Officer(3)(4) |
| 2016 |
| — |
| — |
| — |
| — |
| — |
| — |
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Xavier Ochoa |
| 2018 |
| 167,731 |
| — |
| — |
| — |
| — |
| 167,731 |
|
Chief Operating Officer(5) |
| 2017 |
| 300,000 |
| 150,000 |
| — |
| — |
| — |
| 450,000 |
|
|
| 2016 |
| 96,731 |
| 75,000 |
| — |
| 735,410 |
| — |
| 907,141 |
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Andrew Elinesky |
| 2018 |
| 160,157 |
| — |
| — |
| — |
| 2,394 |
| 162,551 |
|
Senior Vice President, |
| 2017 |
| 149,061 |
| 77,084 |
| — |
| — |
| 1,704 |
| 227,849 |
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and Chief Financial Officer(3) |
| 2016 |
| 132,095 |
| 37,741 |
| — |
| — |
| 1,411 |
| 171,247 |
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Donald Brown |
| 2018 |
| 240,000 |
| — |
| — |
| — |
| — |
| 240,000 |
|
Senior Vice President, |
| 2017 |
| 240,000 |
| 144,000 |
| — |
| — |
| — |
| 384,000 |
|
Projects(6) |
| 2016 |
| 75,692 |
| 30,000 |
| — |
| 470,189 |
| — |
| 575,881 |
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Sylvain Guerard |
| 2018 |
| 207,133 |
| — |
| — |
| — |
| 4,131 |
| 211,264 |
|
Senior Vice President, |
| 2017 |
| 146,459 |
| 77,084 |
| — |
| 333,900 |
| 988 |
| 558,431 |
|
Exploration(3)(7) |
| 2016 |
| — |
| — |
| — |
| — |
| — |
| — |
|
| | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards | | | Option Awards ($)(1) | | | All Other Compensation ($)(2) | | | Total ($) | | |||||||||||||||||||||
Robert R. McEwen Chairman and Chief Executive Officer | | | | | 2020 | | | | | | 1 | | | | | | — | | | | | | | | | | | | 203,232 | | | | | | 3,460 | | | | | | 206,693 | | |
| | | 2019 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,432 | | | | | | 3,433 | | | ||
| | | 2018 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,557 | | | | | | 3,558 | | | ||
Anna Ladd-Kruger Chief Financial Officer(3)(5) | | | | | 2020 | | | | | | 58,715 | | | | | | — | | | | | | | | | | | | 81,293 | | | | | | 2,599(11) | | | | | | 142,607 | | |
| | | 2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards | | | Option Awards ($)(1) | | | All Other Compensation ($)(2) | | | Total ($) | | |||||||||||||||||||||
G. Peter Mah Chief Operating Officer(4)(5) | | | | | 2020 | | | | | | 178,896 | | | | | | — | | | | | | — | | | | | | 145,860 | | | | | | 7,959(11) | | | | | | 332,715 | | |
| | | 2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Meri Verli Former Chief Financial Officer(5)(6) | | | | | 2020 | | | | | | 130,732 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,777(11) | | | | | | 136,509 | | |
| | | 2019 | | | | | | 113,055 | | | | | | — | | | | | | — | | | | | | 125,161 | | | | | | 5,234(11) | | | | | | 243,450 | | | ||
| | | 2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Steven Woolfenden Former Vice President, Environment & Community Affairs(5)(7) | | | | | 2020 | | | | | | 167,715 | | | | | | — | | | | | | | | | | | | 31,704 | | | | | | 7,413(11) | | | | | | 206,832 | | |
| | | 2019 | | | | | | 78,269 | | | | | | — | | | | | | — | | | | | | 101,318 | | | | | | 4,005(11) | | | | | | 183,592 | | | ||
| | | 2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Christopher Stewart Former President and Chief Operating Officer(5)(8)(9) | | | | | 2020 | | | | | | 83,566 | | | | | | — | | | | | | — | | | | | | | | | | | | 4,619(11) | | | | | | 88,185 | | |
| | | 2019 | | | | | | 301,480 | | | | | | 113,055 | | | | | | — | | | | | | 141,203 | | | | | | 23,617(11) | | | | | | 579,355 | | | ||
| | | 2018 | | | | | | 118,701 | | | | | | — | | | | | | — | | | | | | 222,284 | | | | | | 3,317 | | | | | | 344,302 | | | ||
Sylvain Guerard Former Senior Vice President, Exploration(5)(9)(10) | | | | | 2020 | | | | | | 159,799 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,119(11) | | | | | | 166,918 | | |
| | | 2019 | | | | | | 226,110 | | | | | | 101,750 | | | | | | — | | | | | | 112,962 | | | | | | 13,394(11) | | | | | | 454,216 | | | ||
| | | 2018 | | | | | | 207,133 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,131 | | | | | | 211,264 | | | ||
Andrew Iaboni Former Vice President, Finance(5) | | | | | 2020 | | | | | | 156,534 | | | | | | — | | | | | | — | | | | | | 63,408 | | | | | | 7,260(11) | | | | | | 227,202 | | |
| | | 2019 | | | | | | 158,277 | | | | | | 52,759 | | | | | | — | | | | | | 55,627 | | | | | | 10,860(11) | | | | | | 277,523 | | | ||
| | | 2018 | | | | | | 138,995 | | | | | | 1,047 | | | | | | — | | | | | | — | | | | | | 2,241 | | | | | | 142,283 | | |
travel unless otherwise stated.
appointed Vice President of Environment and Community Affairs on May 28, 2019 and served in that capacity until March 22, 2021.
(5) Mr. Ochoa was appointed as Chief Operating Officer effective September 6, 20162018 and served as President from November 2, 2016 to February 22, 2018. He resigneduntil March 18, 2020.
company.
(7)
In connectionus, as did Ms. Verli and Messrs. Stewart, Guerard and Woolfenden prior to their departure.
In connection with his appointment as Senior Vice President, Projects, Mr. Brown is Ms. Verli was paid a salary of $240,000C$300,000 per year and iswas entitled to participate in all employee benefit plans consistent with other senior executives of our company. Mr. Brown is also entitled to earn a performance bonus of 50 percent of his salary, or greaterMs. Verli resigned her position with our company in the discretion of the Board of Directors, based on achievement of certain goals related to his company responsibilities. Mr. Brown’s employment agreement provides certain severance benefits in the event of change of control or termination without cause. Additionally, Mr. Brown was granted an option to purchase up to 200,000 shares of the Company’s common stock at a price of $3.97 per share, on September 8, 2016 (the “Brown Grant Date”). The options expire five years from the Brown Grant Date and vest one-third on each of the first, second, and third anniversaries of the Brown Grant Date, so long as Mr. Brown remains an employee of or consultant to us. The options are also subject to the terms and conditions of the Plan.
June 2020.
his personnel benefits were continued for two weeks following termination.
|
|
|
| Estimated Future Payouts |
| Estimated Future Payouts |
| All Other |
| All Other |
| Exercise |
| Grant Date |
| ||||||||
Name |
| Grant Date (1) |
| Threshold |
| Target |
| Maximum |
| Threshold |
| Target |
| Maximum |
| Units |
| Options |
| ($/sh) |
| ($)(2) |
|
Christopher Stewart |
| 8/15/2018 |
| — |
| — |
| — |
| — |
| 255,000 |
| — |
| — |
| — |
|
|
| 222,284 |
|
| | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stocks or | | | All Other Option Awards: Number of Securities Underlying | | | Exercise or Base Price of Option Awards | | | Grant Date Fair Value Of Stock And Option Awards | | ||||||||||||||||||||||||||||||||||||||||||
Name | | | Grant Date(1) | | | Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | | Units | | | Options | | | ($/sh) | | | ($)(2) | | |||||||||||||||||||||||||||||||||
Robert R. McEwen | | | | | 09/29/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1.25 | | | | | | 203,232 | | |
G. Peter Mah | | | | | 04/03/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 300,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.81 | | | | | | 103,181 | | |
G. Peter Mah | | | | | 09/29/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 105,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1.25 | | | | | | 42,6796 | | |
Andrew Iaboni | | | | | 09/29/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 156,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1.25 | | | | | | 63,408 | | |
Anna Ladd-Kruger | | | | | 09/29/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 200,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1.25 | | | | | | 81,293 | | |
Steven Woolfenden | | | | | 09/29/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 78,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1.25 | | | | | | 31,704 | | |
|
| Option Awards |
| Stock Awards |
| ||||||||||||||
Name(1) |
| Number of |
| Number of |
| Equity |
| Option |
| Option |
| Number |
| Market |
| Equity |
| Equity |
|
Christopher Stewart |
| — |
| 255,000 |
| — |
| 1.89 |
| 8/14/2023 |
| — |
| — |
| — |
| — |
|
Andrew Elinesky |
| 4,000 |
| — |
| — |
| 2.51 |
| 2/17/2020 |
| — |
| — |
| — |
| — |
|
Andrew Elinesky |
| 10,000 |
| — |
| — |
| 7.10 |
| 3/15/2021 |
| — |
| — |
| — |
| — |
|
Andrew Elinesky |
| 75,000 |
| — |
| — |
| 2.90 |
| 8/11/2019 |
| — |
| — |
| — |
| — |
|
Andrew Elinesky |
| 90,000 |
| — |
| — |
| 1.02 |
| 11/26/2020 |
| — |
| — |
| — |
| — |
|
Andrew Elinesky |
| 30,000 |
| — |
| — |
| 1.02 |
| 12/17/2020 |
| — |
| — |
| — |
| — |
|
Donald Brown |
| 133,334 |
| 66,666 |
| — |
| 3.97 |
| 9/8/2021 |
| — |
| — |
| — |
| — |
|
Sylvain Guerard |
| 140,000 |
| 70,000 |
| — |
| 3.11 |
| 4/17/2022 |
| — |
| — |
| — |
| — |
|
| | | 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 | | | | | — | | | | | | 500,000 | | | | | | — | | | | | | 1.25 | | | | | | 9/28/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Anna Ladd-Kruger | | | | | — | | | | | | 200,000 | | | | | | — | | | | | | 1.25 | | | | | | 9/28/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
George Peter Mah | | | | | 100,000 | | | | | | 200,000 | | | | | | — | | | | | | 0.81 | | | | | | 4/2/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
George Peter Mah | | | | | — | | | | | | 105,000 | | | | | | — | | | | | | 1.25 | | | | | | 9/28/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steve Woolfenden | | | | | 50,000 | | | | | | 100,000 | | | | | | — | | | | | | 1.99 | | | | | | 7/14/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steve Woolfenden | | | | | — | | | | | | 78,000 | | | | | | — | | | | | | 1.25 | | | | | | 9/28/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Andrew Iaboni | | | | | 26,667 | | | | | | 53,333 | | | | | | — | | | | | | 1.67 | | | | | | 6/10/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Andrew Iaboni | | | | | — | | | | | | 156,000 | | | | | | — | | | | | | 1.25 | | | | | | 9/28/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
the year ended December 31, 2020.
2020.
compensation of the CEO) or regional demographics, or may utilize different methodologies and assumptions in calculating their pay ratios.
Name(1) |
| Fees Earned or |
| Stock |
| Option |
| Incentive Plan |
| All Other |
| Total |
| ||
Allen Ambrose |
| $ | 45,000 |
| — |
| — |
| — |
| — |
| $ | 45,000 |
|
Michele Ashby |
| $ | 45,000 |
| — |
| — |
| — |
| — |
| $ | 45,000 |
|
Leanne Baker |
| $ | 42,000 |
| — |
| — |
| — |
| — |
| $ | 42,000 |
|
Richard Brissenden(2) |
| $ | 50,000 |
| — |
| — |
| — |
| — |
| $ | 50,000 |
|
Greg Fauquier(2) |
| $ | 45,000 |
| — |
| — |
| — |
| — |
| $ | 45,000 |
|
Donald Quick(2) |
| $ | 40,000 |
| — |
| — |
| — |
| — |
| $ | 40,000 |
|
Robin Dunbar(2) |
| $ | 40,000 |
| — |
| — |
| — |
| — |
| $ | 40,000 |
|
Michael Stein(2) |
| $ | 42,000 |
| — |
| — |
| — |
| — |
| $ | 42,000 |
|
Name(1) | | | Fees Earned or Paid in Cash ($) | | | Stock Awards | | | Option Awards($)(3) | | | Incentive Plan Compensation | | | All Other Compensation | | | Total ($) | | ||||||||||||||||||
Allen Ambrose | | | | | 45,000 | | | | | | — | | | | | | 30,485 | | | | | | — | | | | | | — | | | | | | 75,485 | | |
Michele Ashby | | | | | 45,000 | | | | | | — | | | | | | 30,485 | | | | | | — | | | | | | — | | | | | | 75,485 | | |
Leanne Baker | | | | | 42,000 | | | | | | — | | | | | | 30,485 | | | | | | — | | | | | | — | | | | | | 72,485 | | |
Richard Brissenden(2) | | | | | 50,178 | | | | | | — | | | | | | 30,485 | | | | | | — | | | | | | — | | | | | | 80,663 | | |
Greg Fauquier(2) | | | | | 45,161 | | | | | | — | | | | | | 30,485 | | | | | | — | | | | | | — | | | | | | 75,646 | | |
Donald Quick(2) | | | | | 40,143 | | | | | | — | | | | | | 30,485 | | | | | | — | | | | | | — | | | | | | 70,628 | | |
Robin Dunbar(2) | | | | | 40,143 | | | | | | — | | | | | | 30,485 | | | | | | — | | | | | | — | | | | | | 70,628 | | |
Michael Stein(2) | | | | | 42,150 | | | | | | — | | | | | | 30,485 | | | | | | — | | | | | | — | | | | | | 72,635 | | |
Acquisition of Lexam VG Gold Inc.: During the year ended December 31, 2017, we acquired all of the outstanding stock of Lexam. Mr. McEwen was the non-executive Chairman of that entity, as well as the beneficial owner of Lexam common stock. In connection with his beneficial ownership of Lexam common stock, Mr. McEwen, his spouse and a corporation over which he exercises voting and investment decisions acquired an aggregate of 3,401,437 shares of our common stock on the same terms and conditions as the other shareholders of Lexam. Messrs. Dunbar and Brissenden were directors of Lexam, and upon conversion of their respective Lexam options, they each acquired 5,600 stock options in the Company.
|
| Shares Beneficially Owned |
| ||||
Name and Address of Beneficial Owner |
| Number |
| Footnote Reference |
| Percentage |
|
Robert McEwen** (includes shares held by 2190303 Ontario Inc.) |
| 79,193,158 |
| (1)(2) |
| 22.0 | % |
2190303 Ontario Inc. |
| 75,791,721 |
| — |
| 21.1 | % |
Allen Ambrose** |
| 571,134 |
| (1)(3) |
| * |
|
Michele Ashby** |
| 257,500 |
| (1)(4) |
| * |
|
Leanne M. Baker** |
| 265,500 |
| (1)(5) |
| * |
|
Richard Brissenden** |
| 105,600 |
| (1)(6) |
| * |
|
Robin Dunbar** |
| 61,612 |
| (1)(7) |
| * |
|
Gregory Fauquier** |
| 187,000 |
| (1)(8) |
| * |
|
Donald Quick** |
| 220,000 |
| (1)(9) |
| * |
|
Michael Stein** |
| 642,892 |
| (1)(10) |
| * |
|
Xavier Ochoa |
| 12,600 |
| (1) |
| * |
|
Andrew Elinesky |
| 226,300 |
| (1)(11) |
| * |
|
Donald Brown |
| 143,333 |
| (1)(12) |
| * |
|
Sylvain Guerard |
| 154,255 |
| (1)(13) |
| * |
|
Chris Stewart |
| 10,000 |
| (1)(14) |
| * |
|
All officers and directors as a group |
| 82,050,884 |
| (2) through (15) |
| 22.7 | % |
Van Eck Associates Corporation 666 Third Ave., 9th Floor New York, NY 10017 |
| 41,197,706 |
| (16) |
| 11.4 | % |
| | | Shares Beneficially Owned | | ||||||||||||
Name and Address of Beneficial Owner | | | Number | | | Footnote Reference | | | Percentage | | ||||||
Robert McEwen** (includes shares held by 2190303 Ontario Inc.) | | | | | 83,049,821 | | | | (1)(2) | | | | | % | | |
2190303 Ontario Inc. | | | | | 81,834,879 | | | | — | | | | | % | | |
Allen Ambrose** | | | | | 476,134 | | | | (1)(3) | | | | | * | | |
Michele Ashby** | | | | | 132,500 | | | | (1)(4) | | | | | * | | |
Richard Brissenden** | | | | | 25,000 | | | | (1)(5) | | | | | * | | |
Robin Dunbar** | | | | | 165,279 | | | | (1)(6) | | | | | * | | |
Gregory Fauquier** | | | | | 82,000 | | | | (1)(7) | | | | | * | | |
Donald Quick** | | | | | 140,000 | | | | (1)(8) | | | | | * | | |
Michael Stein** | | | | | 697,892 | | | | (1)(9) | | | | | * | | |
Anna Ladd-Kruger** | | | | | 20,000 | | | | (1) | | | | | * | | |
G. Peter Mah** | | | | | 108,000 | | | | (1)(10) | | | | | * | | |
Stephen McGibbon** | | | | | 0 | | | | (1) | | | | | * | | |
Ruben Wallin** | | | | | 0 | | | | (1) | | | | | * | | |
Andrew Iaboni | | | | | 44,825 | | | | (1)(11) | | | | | * | | |
Steven Woolfenden | | | | | 50,000 | | | | (1)(12) | | | | | | | |
Sylvain Guerard | | | | | 24,005 | | | | (1)(13) | | | | | * | | |
Chris Stewart | | | | | 40,000 | | | | (1)(14) | | | | | * | | |
Meri Verli | | | | | 0 | | | | (1) | | | | | * | | |
All officers and directors as a group (14 persons) | | | | | 85,142,136 | | | | (2)(15) | | | | | % | | |
date of this proxy statement.
(7)
(8) Includes 175,000 shares underlyingto purchase common stock, options, which are exercisable within 60 days of the date of this proxy statement. Does not include 30,000 shares or 15,000 warrants included in Subscription Receipts owned by the reporting person.
(9) Includes 120,000 shares underlying stock options, which are exercisable within 60 days of the date of this proxy statement. Does not include 10,000 shares or 5,000 warrants included in Subscription Receipts owned by the reporting person.
(10) Includes 120,000 shares underlying stock options, which are exercisable within 60 days of the date of this proxy statement. Does not include 50,000 shares or 25,000 warrants included in Subscription Receipts owned by the reporting person.
(11) Includes 209,000 shares underlying stock options, which are exercisable within 60 days of the date of this proxy statement. Does not include 10,000 shares or 5,000 warrants included in Subscription Receipts owned by the reporting person.
(12) Includes 133,333 shares underlying stock options, which are exercisable within 60 days of the date of this proxy statement.
(13) Includes 140,000 shares underlying options, which options are exercisable within 60 days of the date of this proxy statement. Does not include 6,500 shares or 3,250 warrants included in Subscription Receipts owned by the reporting person.
(14) Does not include 20,000 shares or 10,000 warrants included in Subscription Receipts owned by the reporting person.
(15) Also includes 1,511,866 underlying options, which options and warrants are exercisable within 60 days of the date of this proxy statement.
the date of this proxy statement.
| | | | By Order of the Board of Directors | |
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DATE: April | | | ROBERT R. MCEWEN | ||
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1. ELECTION
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Mark here to vote FOR all nominees | |||||||||||
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Mark here to WITHHOLD vote from all nominees | |||||||||||
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For All EXCEPT - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right. |
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5.OTHER BUSINESS
TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.
02TPGB
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THIS PROXY IS SOLICITED ON BEHALF
TO THE
SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
MCEWEN MINING INC.
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
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Authorized Signatures — This section must be completed for your voteCompany has cause this Amendment to be counted. — Date and Sign Below
Please sign exactly as your name appears onexecuted by its duly authorized representative, 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 day of April 2021.
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