options by ten days in the event an option expires during a company blackout period and provide for termination of the Plan on March 26, 2025. The shareholders approved the amendments to the Plan on May 28, 2015. Finally, on April 16, 2021, the Board adopted a resolution to increase the number of shares available under the plan by 12,500,000 and to extend the expiration of the plan to April [•], 2021. The term of the Amendment to the plan is attached to this proxy statement as Appendix B.
The Board believes that granting stock options, restricted stock and stock awards to employees, directors, consultants, and advisors is necessary to attract and retain the services of qualified people who contribute and are expected to contribute to our success. The market for senior executive officers and other key personnel is extremely competitive. The purposes of the Plan are to provide those individuals who are selected for participation with added incentive to continue in the long-term service of our company and to create in such persons a more direct interest in the future success of our operations. Our compensation program is intended, among other things, to align the interests of our directors, employees, and consultants with the interests of our shareholders, and the compensation program is designed to reward performance that supports our principle of building long-term shareholder value. As part of this compensation program, we currently award stock options under the Plan. 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 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 Board believes that extending the termination of the Plan will avoid the time and expense of having another shareholder vote on this issue in 2025 to allow continued use of the Plan.
Pursuant to the NYSE Rules, shareholder approval is required for the amendments.
Summary of the McEwen Mining Plan
Administration of the McEwen Mining Plan
The Board of Directors, or a committee appointed by the Board of Directors, administers the Plan. In this discussion, the administrator of the Plan is referred to as the committee.
The committee has the power to select the participants to be granted awards, determines the time or times when awards will be made, and determines the form of an award, the number of shares of our common stock subject to the award, and all the terms, conditions (including performance requirements), restrictions and/or limitations, if any, of awards, including the time and conditions of exercise or vesting. Incentive options may be granted only to employees. Non-qualified options, restricted stock, and other stock grants may be made to employees, directors, consultants and advisors.
The Plan provides that the committee may delegate authority to specified officers to grant options and other awards, provided that no grants of options or other awards may be made by such specified officers to any employee, consultant or advisor who is covered by Section 16(b) of the Securities and Exchange Act of 1934, as amended (“Exchange Act”), or whose compensation is, or likely to become, subject to the $1 million limit on deductible compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). At this time, the committee has not made such a delegation.
Shares Subject to the Plan
There are currently 17,500,000 shares of common stock reserved for the grant of awards under the Plan. If the proposal is approved, 12,500,000 additional shares of common stock will be reserved for grant under the Plan. As of December 31, 2020, there were no shares of common stock available for grant under the Plan. After considering exercises and forfeitures under the Plan, as of April 16, 2021, there were 944,633 shares of common stock available for grant under the Plan. If the proposal is approved, we will have 13,444,633 shares available for grants under the Plan.