UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of JUNE, 2015
Commission File Number: 001-32929
POLYMET MINING CORP.
(Translation of registrant's name into English)
100 King Street, Suite 5700
Toronto, ON Canada M5X 1C7
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
[ X ] Form 20-F [ ]
Form 40-F
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
EXPLANATORY NOTE
This report on Form 6-K and attached exhibit are incorporated by reference into Registration Statements No. 333-185071 and No. 333-192208 and this report on Form 6-K shall be deemed a part of such registration statements from the date on which this report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished by PolyMet Mining Corp. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
SUBMITTED HEREWITH
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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PolyMet Mining Corp. |
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(Registrant) |
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Date: June 2, 2015 |
By: |
/s/ Jonathan Cherry |
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Jonathan Cherry |
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Title: |
President and CEO |
POLYMET MINING CORP.
NOTICE OF ANNUAL GENERAL AND
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 15, 2015
Dear Shareholder:
You
are receiving this notification as PolyMet Mining Corp. (PolyMet) has elected
to use the notice and access model for delivery of meeting materials to its
shareholders. Under notice and access, shareholders still receive a proxy or
voting instruction form enabling them to vote at the shareholders meeting.
However, instead of a paper copy of the Management Proxy Circular, shareholders
receive this notice along with information on how they may access such materials
electronically. The use of this alternative means of delivery is more
environmentally friendly as it will help reduce paper use and also will reduce
the cost of printing and mailing materials to shareholders.
NOTICE
IS HEREBY GIVEN that the 2015 Annual General and Special Meeting (the
Meeting), of shareholders of PolyMet will be held on Wednesday, July 15, 2015
at 10:00 a.m. (Toronto Time), at The York Room, Hilton Toronto, 145
Richmond Street West, Toronto, Ontario, for the following purposes:
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1. |
to receive the 2015 Annual Report, including the audited
consolidated financial statements for the fiscal year ended January 31,
2015 and the report of the auditor on those financial
statements; |
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2. |
to elect eight directors to hold office until the close
of the next annual meeting of shareholders; |
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3. |
to appoint PricewaterhouseCoopers LLP as the auditor to
hold office until the close of the next annual meeting of shareholders and
to authorize the Board of Directors to fix the remuneration to be paid to
the auditor; |
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4. |
to consider, and if thought fit, re-approve PolyMets
2007 Omnibus Share Compensation Plan (the Omnibus Plan), as approved by
shareholders in 2007, 2010 and subsequently amended and restated by
shareholders in 2012; |
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5. |
to consider, and if thought fit, re-approve PolyMets
Amended and Restated Shareholder Rights Plan (the Rights Plan), as
amended and restated by the shareholders in 2007, 2008, confirmed in 2011
and subsequently amended and restated by shareholders in 2013,
and |
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6. |
to transact such other business as may properly come
before the Meeting or any adjournment or postponement
thereof. |
Further
information regarding the matters to be considered at the Meeting is set out in
the accompanying Management Proxy Circular.
The
Board of Directors has fixed the close of business on May 20, 2015 as the record
date for determining shareholders entitled to receive notice of and to vote at
the Meeting. Only the registered shareholders as of the close of business on May
20, 2015 will be entitled to vote, in person or by proxy, at the Meeting.
Whether
or not you plan to attend the Meeting, PolyMet urges you to, as promptly as
possible, complete and return the form of proxy, or vote by proxy over the
Internet, mail or telephone, as instructed in the Management Proxy Circular. To
be effective, your form of proxy must be received by Broadridge, 51 Mercedes
Way, Edgewood, NY, 11717, no later than Monday July 13, 2015 at 11:59 p.m.
(Eastern Time) or, if the Meeting is adjourned or postponed, no later than 48
hours (excluding Saturdays, Sundays and holidays) prior to the time to which the
Meeting is adjourned or postponed. Proxies received by Broadridge after this
time will not be accepted; however, the Chair of the Meeting may determine, in
the Chairs sole discretion, to accept a proxy that is delivered in person to
the Chair at the Meeting as to any matter in respect of which a vote has not
already been cast.
If
you are a beneficial shareholder and hold your common shares through an
intermediary, such as a brokerage firm, bank, clearing agency, securities dealer
or other similar organization, you should follow the voting procedures provided
by: (a) Broadridge, if you have given permission to your intermediary to
disclose your share ownership information to PolyMet; or (b) your intermediary,
if you have objected to your intermediarys disclosure of such information.
Beneficial
shareholders may request that a paper copy of the meeting materials be sent to
them by postal delivery at no cost to them. Requests may be made up to one year
from the date the Management Proxy Circular was filed on SEDAR. Such requests
may be made through the Internet by going to www.proxyvote.com and
entering the 12-digit control number located on the voting instruction form or
notification letter provided to beneficial shareholders and following the
instructions provided. Alternatively, such requests may be made by telephone at
any time prior to the meeting by dialing 1-800-690-6903 and entering the 12-digit
control number provided on the voting information form or notification letter
provided to beneficial shareholders and following the instructions provided.
To
receive meeting materials in advance of the proxy deposit date and meeting date,
requests for printed copies must be received at least fourteen business days in
advance of the Annual General and Special Meeting and time set out in the proxy
or voting instruction form.
VOTING
Beneficial shareholders are asked to return their
voting instruction form using the following methods at least two business days
in advance of the proxy deposit date noted on your voting instruction form:
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INTERNET: |
www.proxyvote.com |
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TELEPHONE: |
1-800-690-6903 |
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FACSIMILE: |
1-866-623-5305 (For Canadian
Shareholders only) |
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MAIL: |
Broadridge Financial c/o Vote
Processing, 51 Mercedes Way, Edgewood NY 11707 |
By Order of the Board of Directors
signed Jonathan Cherry
Jonathan Cherry
President &
Chief Executive Officer
Toronto, Ontario
May 20, 2015
POLYMET MINING CORP.
NOTICE OF ANNUAL GENERAL AND
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 15, 2015
Dear Shareholder:
You
are receiving this notification as PolyMet Mining Corp. (PolyMet) has elected
to use the notice and access model for delivery of meeting materials to its
shareholders. Under notice and access, shareholders still receive a proxy or
voting instruction form enabling them to vote at the shareholders meeting.
However, instead of a paper copy of the Management Proxy Circular, shareholders
receive this notice along with information on how they may access such materials
electronically. The use of this alternative means of delivery is more
environmentally friendly as it will help reduce paper use and also will reduce
the cost of printing and mailing materials to shareholders.
NOTICE
IS HEREBY GIVEN that the 2015 Annual General and Special Meeting (the
Meeting), of shareholders of PolyMet will be held on Wednesday, July 15, 2015
at 10:00 a.m. (Toronto Time), at The York Room, Hilton Toronto, 145
Richmond Street West, Toronto, Ontario, for the following purposes:
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1. |
to receive the 2015 Annual Report, including the audited
consolidated financial statements for the fiscal year ended January 31,
2015 and the report of the auditor on those financial
statements; |
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2. |
to elect eight directors to hold office until the close
of the next annual meeting of shareholders; |
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3. |
to appoint PricewaterhouseCoopers LLP as the auditor to
hold office until the close of the next annual meeting of shareholders and
to authorize the Board of Directors to fix the remuneration to be paid to
the auditor; |
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4. |
to consider, and if thought fit, re-approve PolyMets
2007 Omnibus Share Compensation Plan (the Omnibus Plan), as approved by
shareholders in 2007, 2010 and subsequently amended and restated by
shareholders in 2012; |
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5. |
to consider, and if thought fit, re-approve PolyMets
Amended and Restated Shareholder Rights Plan (the Rights Plan), as
amended and restated by the shareholders in 2007, 2008, confirmed in 2011
and subsequently amended and restated by shareholders in 2013,
and |
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6. |
to transact such other business as may properly come
before the Meeting or any adjournment or postponement
thereof. |
Further
information regarding the matters to be considered at the Meeting is set out in
the accompanying Management Proxy Circular.
The
Board of Directors has fixed the close of business on May 20, 2015 as the record
date for determining shareholders entitled to receive notice of and to vote at
the Meeting. Only the registered shareholders as of the close of business on May
20, 2015 will be entitled to vote, in person or by proxy, at the Meeting.
Whether
or not you plan to attend the Meeting, PolyMet urges you to, as promptly as
possible, complete and return the form of proxy, or vote by proxy over the
Internet, mail or telephone, as instructed in the Management Proxy Circular. To
be effective, your form of proxy must be received by Broadridge, 51 Mercedes
Way, Edgewood, NY, 11717, no later than Monday July 13, 2015 at 11:59 p.m.
(Eastern Time) or, if the Meeting is adjourned or postponed, no later than 48
hours (excluding Saturdays, Sundays and holidays) prior to the time to which the
Meeting is adjourned or postponed. Proxies received by Broadridge after this
time will not be accepted; however, the Chair of the Meeting may determine, in
the Chairs sole discretion, to accept a proxy that is delivered in person to
the Chair at the Meeting as to any matter in respect of which a vote has not
already been cast.
If
you are a beneficial shareholder and hold your common shares through an
intermediary, such as a brokerage firm, bank, clearing agency, securities dealer
or other similar organization, you should follow the voting procedures provided
by: (a) Broadridge, if you have given permission to your intermediary to
disclose your share ownership information to PolyMet; or (b) your intermediary,
if you have objected to your intermediarys disclosure of such information.
Beneficial
shareholders may request that a paper copy of the meeting materials be sent to
them by postal delivery at no cost to them. Requests may be made up to one year
from the date the Management Proxy Circular was filed on SEDAR. Such requests
may be made through the Internet by going to www.proxyvote.com and
entering the 12-digit control number located on the voting instruction form or
notification letter provided to beneficial shareholders and following the
instructions provided. Alternatively, such requests may be made by telephone at
any time prior to the meeting by dialing 1-800-690-6903 and entering the
12-digit control number provided on the voting information form or notification
letter provided to beneficial shareholders and following the instructions
provided.
To
receive meeting materials in advance of the proxy deposit date and meeting date,
requests for printed copies must be received at least fourteen business days in
advance of the Annual General and Special Meeting and time set out in the proxy
or voting instruction form.
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VOTING
Beneficial
shareholders are asked to return their voting instruction form using the
following methods at least two business days in advance of the proxy deposit
date noted on your voting instruction form:
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INTERNET: |
www.proxyvote.com |
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TELEPHONE: |
1-800-690-6903 |
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FACSIMILE: |
1-866-623-5305 (For Canadian
Shareholders only) |
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MAIL: |
Broadridge Financial c/o Vote
Processing, 51 Mercedes Way, Edgewood NY 11707 |
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By Order of the Board of Directors |
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signed Jonathan Cherry |
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Jonathan Cherry |
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President & Chief Executive Officer
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Toronto, Ontario
May 20, 2015
POLYMET MINING CORP.
MANAGEMENT PROXY CIRCULAR FOR THE
ANNUAL GENERAL
AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 15, 2015
Unless
the context otherwise requires, in this Management Proxy Circular all references
to PolyMet and the Company, refer to PolyMet Mining Corp. and its
subsidiaries. Unless otherwise stated, information in this Management Proxy
Circular is given as at May 20, 2015. All references in this Management Proxy
Circular to $ or to US$ are to U.S. dollars. Any references to C$ are to
Canadian dollars.
INFORMATION ABOUT THIS MANAGEMENT PROXY CIRCULAR
AND
THE 2015 ANNUAL GENERAL AND SPECIAL MEETING OF
SHAREHOLDERS
Why did I receive this Management Proxy Circular?
PolyMet
has sent this Notice of Annual General and Special Meeting and Management Proxy
Circular or Notice of the Meeting, together with the form of proxy (the Form of
Proxy), because the Board of Directors is soliciting your proxy to vote at the
2015 Annual General and Special Meeting (the Meeting) of shareholders. This
Management Proxy Circular contains information about the matters to be voted on
at the Meeting and important information about PolyMet. As many of the
shareholders are expected to be unable to attend the Meeting in person, proxies
are solicited by mail to give each shareholder an opportunity to vote on all
matters that will properly come before the Meeting. References in this
Management Proxy Circular to the Meeting include any adjournments or
postponements of the Meeting.
PolyMet
intends to mail a Notice of the Meeting on or about June 5, 2015 to all of the
shareholders entitled to vote at the Meeting.
Delivery of Management Information Circular
The
Canadian Securities Administrators have adopted amendments to National
Instrument 54-101 Communication with Beneficial Owners of Securities of a
Reporting Issuer and National Instrument 51-102 Continuous Disclosure
Obligations, which allow the use of a notice and access system for the
delivery of proxy related materials, annual financial statements and related
managements discussion and analysis (the Annual Materials).
Under
this system, reporting issuers are permitted to deliver the Annual Materials by
posting them on SEDAR as well as a website other than SEDAR and sending a notice
package to each shareholder receiving the Annual Materials under this system.
The notice package must include (i) the relevant form of proxy or voting
instruction form; (ii) basic information about the meeting and the matters to be
voted on; (iii) instructions on how to obtain a paper copy of the Annual
Materials; and (iv) a plain-language explanation of how the notice and access
system works and how the Annual Materials can be accessed online. Where prior
consent has been obtained, a reporting issuer can send this notice package to
shareholders electronically. This notice package must be mailed to shareholders
for whom consent to electronic delivery has not been received.
PolyMet
has elected to send the Annual Materials to Beneficial Shareholders using the
notice and access system. As such, PolyMet will send the above mentioned notice
package to beneficial shareholders which will include instructions on how to
access PolyMets Annual Materials online and how to request a paper copy.
Distribution of the Annual Materials under this system not only reduces printing
and mailing costs, but it also reduces PolyMets impact on the environment.
What is the date, time and place of the Meeting?
The
Meeting will be held in The York Room, Hilton Toronto, 145 Richmond
Street West, Toronto, Ontario, on Wednesday, July 15, 2015, at 10:00 a.m.
(Toronto Time).
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Who can vote at the Meeting?
Only
registered shareholders as at the close of business on May 20, 2015 will be
entitled to vote at the Meeting. As at May 20, 2015, there are 276,505,583
common shares without par value of PolyMet (Common Shares) issued and
outstanding. Each person voting at the Meeting has one vote in a vote by show of
hands. If a ballot is taken, each person voting at the Meeting will have one
vote for each Common Share held.
Registered Shareholder: Common Shares Registered in Your
Name
If
on May 20, 2015, your Common Shares were registered directly in your name with
the registrar and transfer agent, Computershare Investor Services Inc., then you
are a registered shareholder. As a registered shareholder, you may vote in
person at the Meeting or vote by proxy. Whether or not you plan to attend the
Meeting, PolyMet urges you to, as promptly as possible, complete and return the
Form of Proxy, or vote by proxy over the Internet, as instructed below to ensure
your vote is counted.
Beneficial Shareholder: Common Shares Registered in the
Name of an Intermediary such as a Brokerage Firm, Bank, Dealer or other Similar
Organization
If
on May 20, 2015, your Common Shares were held in an account with an
intermediary, such as a brokerage firm, bank, dealer or other similar
organization, then you are a beneficial shareholder and your Common Shares
are held in street name. The intermediary holding your account,
or a clearing agency (such as CDS Clearing and Depositary Services Inc. in
Canada or Depositary Trust Company in the United States) of which the
intermediary is a participant, is considered the registered shareholder for
purposes of voting at the Meeting. As a beneficial shareholder, you have the
right to direct the intermediary or clearing agency on how to vote the Common
Shares registered in their name. You are also invited to attend the Meeting;
however, since you are not the registered shareholder, you will not be able to
vote your Common Shares registered in the name of the intermediary or clearing
agency unless you have been appointed as a proxyholder by the intermediary or
clearing agency.
What am I voting on at the Meeting?
At
the Meeting, the shareholders will be asked to vote on the following
resolutions:
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to elect eight directors to hold office until the close of the next annual
meeting of shareholders;
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to appoint PricewaterhouseCoopers LLP as the auditor to hold office until
the close of the next annual meeting of shareholders and to authorize the
Board of Directors to fix the remuneration to be paid to the auditor;
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to consider, and if thought fit, re-approve PolyMets 2007 Omnibus Share
Compensation Plan (the Omnibus Plan), as approved by shareholders in 2007,
2010 and subsequently amended and restated by the shareholders in 2012; and
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to consider, and if thought fit, re-approve PolyMets Amended and Restated
Shareholder Rights Plan (the Rights Plan), as amended and restated by the
shareholders in 2007, 2008, confirmed in 2011 and subsequently amended and
restated by the shareholders in 2013.
How does the Board recommend that I vote?
The
Board of Directors believe that the fixing of the number of directors at eight,
the election of managements eight nominees to the Board of Directors, the
appointment of PricewaterhouseCoopers LLP as the auditor, re-approving the
Omnibus Plan and re-approving the Rights Plan are each in the best interests of
PolyMet and the shareholders and, accordingly, recommends that each shareholder
vote his or her shares FOR each of the named management nominees for
election to the Board of Directors and FOR each of the other matters.
What vote is required in order to approve each proposal?
Directors
are elected by a plurality of votes cast by proxy or in person at the Meeting,
which means that those nominees for election to the Board of Directors who
receive the largest number of favourable votes will be elected directors, up to
the maximum number of directors established by the shareholders. Shareholders
are not entitled to cumulative votes for the election of directors. Abstention
from voting on the election of directors will have no impact on the outcome of
this proposal since no vote will have been cast in favour of any nominee.
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A
simple majority of the votes cast by proxy or in person at the Meeting is
required to approve the appointment of PricewaterhouseCoopers LLP as the auditor
and independent registered public accounting firm.
A
simple majority of the votes of the disinterested shareholders (the votes of
securities held directly or indirectly by insiders who hold current outstanding
stock options or other Awards under the Omnibus Plan and their associates) cast
by proxy or in person at the Meeting is required to approve the resolution
re-approving the Omnibus Plan.
To
re-approve the Rights Plan, there are two votes required: (a) a simple majority
of the votes cast by proxy or in person at the Meeting; and (b) a simple
majority of the votes cast by proxy or in person at the Meeting other than (i)
any shareholder that, directly or indirectly, on its own or in concert with
others holds or exercises control over more than 20% of the outstanding voting
shares of PolyMet, and (ii) the associates, affiliates and insiders of anyone
referred to in (i) above.
Proxies
returned by intermediaries as non-votes because the intermediary has not
received instructions from the beneficial shareholder with respect to the voting
of certain of the Common Shares or, under applicable stock exchange or other
rules, the intermediary does not have the discretion to vote those Common Shares
on one or more of the matters that come before the Meeting, will be treated as
not entitled to vote on any such matter and will not be counted as having been
voted in respect of any such matter. Common Shares represented by such broker
non-votes will, however, be counted in determining whether there is a quorum
for the Meeting.
How do I vote?
Registered Shareholder: Common Shares Registered in Your
Name
If
you are a registered shareholder you may vote by proxy or in person at the
Meeting. Whether or not you plan to attend the Meeting, PolyMet urges you to
vote by proxy to ensure your vote is counted. You may still attend the Meeting
and vote in person if you have already voted by proxy.
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To vote in person at the Meeting, please come to the Meeting and you
will receive an attendance card when you arrive.
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To vote by proxy over the telephone, please call 1-800-690-6903 up
until 11:59 p.m. Eastern Time on Monday July 13, 2015.
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To vote using a Form of Proxy, please complete, sign, date and
return your Form of Proxy in accordance with the instructions on the Form of
Proxy.
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To vote by proxy over the Internet, go to www.proxyvote.com and follow the online voting
instructions and refer to your holder account number and proxy access number
provided on the Form of Proxy.
Whether
you are voting by paper or Internet proxy, your proxy must be received by
Broadridge, Attention: Vote Processing, 51 Mercedes Way, Edgewood, NY, 11717 no
later than July 13, 2015 at 11:59 p.m. (Eastern Time) or, if the Meeting is
adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and
holidays) prior to the time to which the Meeting is adjourned or postponed.
Proxies received by Broadridge after this time will not be accepted; however,
the Chair of the Meeting may determine, in the Chairs sole discretion, to
accept a proxy that is delivered in person to the Chair at the Meeting as to any
matter in respect of which a vote has not already been cast.
If
the instructions you give in your proxy are clear, and if the proxy is properly
completed and delivered as described above and has not been revoked, the Common
Shares represented by your proxy will be voted or withheld from voting on any
poll that may be called for and, if you specify a choice with respect to any
matter to be acted upon, the Common Shares will be voted on any poll in
accordance with your instructions.
You
have the right to appoint another person to attend and act on your behalf at the
Meeting other than the persons named in the Form of Proxy. To exercise this
right, please insert the name of your nominee in the blank space provided. A
person appointed as a proxyholder need not be a shareholder.
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Beneficial Shareholder: Common Shares Registered in the
Name of an Intermediary such as a Brokerage Firm, Bank, Dealer or other Similar
Organization
PolyMet
has two kinds of beneficial shareholders those who have given permission to
their intermediary to disclose their ownership information to PolyMet, otherwise
referred to as non-objecting beneficial owners, and those who have objected to
their intermediarys disclosure of this information, otherwise referred to as
objecting beneficial owners. As allowed under Canadian provincial securities
laws, PolyMet has obtained a list of the non-objecting beneficial owners from
intermediaries and has used that list to distribute proxy-related materials
directly to non-objecting beneficial owners.
If
you are a non-objecting beneficial owner, then you will receive a voting
instruction form from Broadridge. If you are an objecting beneficial owner, then
you will receive a voting instruction form from your intermediary.
The
voting instruction form that you will receive is similar to the proxy that
PolyMet provides to the registered shareholders. However, its purpose is limited
to instructing your intermediary or clearing agency, as the registered
shareholder, on how to vote on your behalf. No person will be admitted at the
Meeting to vote by presenting a voting instruction form.
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To vote using the voting instruction form, simply complete and
return the voting instruction form in accordance with its instructions.
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To vote in person at the Meeting, you must instruct Broadridge if
you are a non-objecting beneficial owner, or your intermediary if you are an
objecting beneficial owner, to appoint you as proxyholder.
If
you have any questions, contact Broadridge if you are a non-objecting beneficial
owner, or your intermediary if you are an objecting beneficial owner.
How will proxies be exercised?
The
proxyholder will vote according to instructions in the proxy on any ballot,
which may be called for and for which a choice has been specified. Unless
otherwise indicated by you on the proxy, your Common Shares will be voted FOR
the election of managements nominees for election to the Board of Directors and
FOR each of the other motions proposed to be made at the Meeting as stated in
the proxy.
The
proxy also confers upon the proxyholder discretionary authority to vote all
Common Shares represented by the proxy with respect to amendments or variations
to matters identified in the Notice of Meeting and any other matter that
properly comes before the Meeting. The Board of Directors knows of no such
amendment, variation or other matter that is to be presented for action at the
Meeting. However, if any other matters which are not now known to the Board of
Directors should properly come before the Meeting, the proxies will be voted, or
withheld, by the proxyholder in his or her discretion.
What is the quorum for the Meeting?
A
quorum of shareholders must be present at the commencement of the Meeting,
either in person or by proxy. Under the bylaws, the quorum for the Meeting is
two shareholders present in person or by proxy holding or representing at least
5% of the Common Shares. If a quorum is not present at the commencement of the
Meeting or within a reasonable period of time thereafter, the shareholders
present in person or by proxy may adjourn the Meeting to a fixed time and place
but may not transact any other business at the Meeting.
What does it mean if I receive more than one set of proxy
materials?
This
means that you own Common Shares that are registered under different names. For
example, you may own some Common Shares directly as a registered shareholder and
other Common Shares as a beneficial shareholder through an intermediary, or you
may own Common Shares through more than one such organization. In these
situations, you will receive multiple sets of proxy materials. It is necessary
for you to, as promptly as possible, complete and return all paper proxies, or
vote by proxy over the Internet, and complete and return all voting instruction
forms in order to vote all of the Common Shares you own. Each paper proxy you
receive will come with its own return envelope. If you vote by mail, please make
sure you return each paper proxy in the return envelope that accompanies that
proxy.
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Can I revoke my proxy?
Yes,
if you are a registered shareholder and have voted by paper or Internet proxy,
you may revoke your proxy by delivering a duly executed proxy by paper or
Internet with a later date or a form of revocation of proxy. Your proxy may be
revoked by an instrument in writing signed by you or by your attorney duly
authorized in writing and, if you are a corporation or association, the
instrument in writing should bear the seal of the corporation or association and
must be executed by an officer or by an attorney duly authorized in writing, and
deposited at the Companys registered office at Farris, Vaughan, Wills &
Murphy LLP, 25th Floor, 700 West Georgia Street, Vancouver, British
Columbia, V7Y 1B3, Attention: Denise Nawata, at any time up to and including the
last business day preceding the day of the Meeting or any adjournment thereof.
Alternatively,
you may revoke your proxy and vote in person, by delivering a form of revocation
of proxy to the Chair of the Meeting at the Meeting, or any adjournments or
postponements of the Meeting thereof, before the taking of a vote in respect of
which the proxy is to be used. You may also revoke your proxy in any other
manner permitted by law.
If
you are a non-objecting beneficial owner, you should contact Broadridge in order
to obtain instructions regarding the procedures for revoking any voting
instructions that you previously provided to Broadridge. Similarly, if you are
an objecting beneficial owner, you should contact the intermediary that holds
your Common Shares in order to obtain instructions regarding the procedures for
revoking any voting instructions that you previously provided to your
intermediary.
Who pays the cost of the proxy solicitation?
PolyMet
will pay the cost of soliciting these proxies, including the printing, handling
and mailing of the proxy materials. Copies of these materials will be given to
brokerage firms, banks, dealers or other similar organizations that hold Common
Shares for beneficial shareholders. PolyMet will reimburse these brokerage
firms, banks, dealers or other similar organizations for their reasonable out of
pocket expenses in forwarding proxy materials to beneficial shareholders. In
addition, proxies may be solicited by certain directors, executive officers and
employees personally or by telephone, mail, facsimile or e-mail. No additional
compensation will be paid to directors, officers or other employees for
soliciting proxies. PolyMet may, if determined advisable, retain at its cost an
agency to solicit proxies in Canada and in the United States.
How can I make a shareholder proposal for PolyMets
2016 Annual Meeting?
If
you want to propose a matter for consideration at the 2016 Annual Meeting, then
that proposal must be submitted to PolyMet at the Companys registered office at
Farris, Vaughan, Wills & Murphy LLP, 25th Floor, 700 West Georgia
Street, Vancouver, British Columbia, V7Y 1B3, Attention: Denise Nawata, no later
than January 15, 2016 (90 days before the anniversary date of the filing of the
2015 Notice of Meeting). To be eligible to submit a proposal, a person:
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must be, for at least the six month period immediately
before the day on which the shareholder submits the proposal, the
registered holder or the beneficial owner of the number of Common
Shares: |
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that is equal to at least 1% of the total number of
outstanding Common Shares, as of the day on which the shareholder submits
the proposal; or |
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whose fair market value, as determined at the close of
business on the day before the shareholder submits the proposal, is at
least $2,000; or |
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must have the support of persons who, in the aggregate,
and not-including the person that submits the proposal, have been, for at
least the six month period immediately before the day on which the
shareholder submits the proposal, the registered holders, or the
beneficial owners of the number of Common Shares: |
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that is equal to at least 1% of the total number of
outstanding Common Shares, as of the day on which the shareholder submits
the proposal; or |
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whose fair market value, as determined at the close of
business on the day before the shareholder submits the proposal, is at
least $2,000. |
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For a proposal to be valid, it must, subject to the
Business Corporations Act (British Columbia), contain: |
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the name and address of the person and of the persons
supporters, if applicable; and |
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the number of Common Shares held or owned by the person
and the persons supporters, if applicable, and the date the Common Shares
were acquired. |
What if I have any questions regarding the Meeting?
If
you have any questions regarding the Meeting, please contact either Broadridge
or PolyMet as follows:
Broadridge
by
phone: |
1-800-693-6903, or |
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by
mail: |
51 Mercedes Way, Edgewood, NY 11717
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PolyMet
by
phone: 1-416-915-4149;
by
email: info@polymetmining.com, or
by
mail: First Canadian Place, 100 King Street West, Suite 5700, Toronto,
Ontario M5X 1C7
How can I find out the results of the voting at the
Meeting?
Preliminary
voting results will be announced at the Meeting. Final voting results will be
filed with the Canadian provincial securities regulatory authorities and be
available on the Internet at www.sedar.com and
will also be furnished to the United States Securities and Exchange Commission
published in a report on Form 6-K and be available on the Internet at www.sec.gov.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
As
of May 20, 2015, to the knowledge of the directors and executive officers, no
one person beneficially owns, controls or directs, directly or indirectly, more
than 10% of the issued and outstanding Common Shares, other than Glencore AG,
which holds 28.5% of the outstanding Common Shares.
BUSINESS TO BE CONDUCTED AT THE MEETING
1. Presentation of Financial Statements
The
audited consolidated financial statements of the Company for the financial year
ended January 31, 2015, together with the report of the auditors thereon, will
be placed before the Meeting. Copies of the financial statements and MD&A
can be obtained by contacting the Corporate Secretary of PolyMet in writing at
First Canadian Place, 100 King Street West, Suite 5700, Toronto, Ontario M5X 1C7
or by e-mail at info@polymetmining.com. Copies of such documents will be
provided to shareholders free of charge. These documents are also available
through the Internet at www.sedar.com
and www.sec.gov.
2. Election of Directors
Director Nominees for Election
All
current directors intend to stand for election to the Board of Directors.
Management has put forward the names of the directors as nominees as outlined
below.
The
term of each present director expires at the conclusion of the Meeting. Each
director elected at the Meeting will hold office until the conclusion of the
next annual meeting of shareholders or until his or her successor is duly
elected or appointed, unless he or she resigns, is removed or becomes
disqualified in accordance with PolyMets articles or the Companys governing
legislation.
PolyMet
is not aware that any of the nominees will be unable or unwilling to serve as
one of the directors; however, should PolyMet become aware of such an occurrence
before the election of directors takes place at the Meeting and if the persons
named in the accompanying Form of Proxy are appointed as proxyholder, it is
intended that the discretionary power granted under such proxy will be used to
vote for any substitute nominee or nominees whom the Board of Directors in its
discretion, may select.
8
Directors
are elected by a plurality of votes cast by proxy or in person at the Meeting,
which means that those nominees for election to the Board of Directors receiving
the largest number of favourable votes will be elected as directors, up to the
maximum number of directors fixed by shareholders. Shareholders are not entitled
to cumulate votes for the election of directors and no class of shareholders has
the right to elect a specified number of directors or to cumulate their votes
with respect to the election of directors. Abstention from voting on the
election of directors will have no impact on the outcome of this proposal since
no vote will have been cast in favour of any nominee.
The
persons named in the managements proxy intend to vote the Common Shares
represented by proxies for which either of them is appointed proxyholder
FOR each named nominee.
The
Board of Directors recommends a vote FOR each named nominee.
Information about Nominees for Directors
The
following table provides certain information regarding managements nominees for
election to the Board of Directors. The respective nominees have provided this
information to PolyMet as of May 20, 2015.
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Number of Common Shares |
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Beneficially Owned, |
Name, Province/State and Country |
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Controlled or Directed, |
of Residence |
Director Since |
Position with PolyMet |
Directly or Indirectly(1)
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Jonathan Cherry(5, 6, 7) |
July 16, 2012 |
Director, |
664,095 |
Minnesota, United States |
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President & Chief Executive Officer |
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Matthew Daley(5,7) |
July 9, 2014 |
Director |
Nil |
Ontario, Canada |
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Dr. David Dreisinger(3, 4, 5, 7) |
October 3, 2003 |
Director |
1,314,450 |
British Columbia, Canada |
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W. Ian L. Forrest (2, 3, 4, 6, 8) |
October 3, 2003 |
Director, Chairman |
2,779,500 |
Vaud, Switzerland |
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Alan R. Hodnik(2, 4, 5, 8) |
March 9, 2011 |
Director |
100,500 |
Minnesota, United States |
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William Murray, P. Eng. (2, 7, 8) |
March 17, 2003 |
Director |
2,437,854 |
British Columbia, Canada |
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Stephen Rowland(4-ex=officio, 7) |
October 30, 2008 |
Director |
150,000 |
Connecticut, United States |
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Michael M. Sill(2, 3, 5, 6) |
March 9, 2011 |
Director |
280,201 |
Minnesota, United States |
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Notes: |
(1) |
The information as to the number of Common Shares owned,
controlled or directed, directly or indirectly, has been based upon
information provided by each of the proposed nominees for director and
reports filed on the System for Electronic Disclosure by Insiders (SEDI)
at www.sedi.ca. |
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(2) |
Member of the Compensation
Committee. |
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(3) |
Member of the Audit Committee.
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(4) |
Member of the Nominating and
Corporate Governance Committee |
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(5) |
Member of the Safety, Health and
Environmental Committee. |
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(6) |
Member of the Capital Finance
Committee. |
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Member of the Technical Steering
Committee. |
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Member of the Business
Development and Risk Committee. |
The following is a brief profile of each of the nominees for
election to the Board of Directors:
Jonathan Cherry has served as the President and
Chief Executive Officer and as a member of the Board of Directors since July
2012. He also serves as the Chair on both the Safety, Health and Environmental
and Capital Finance committees and serves on the Technical Steering Committee.
Prior to July 2012, Mr. Cherrys career spanned more than 20 years with Rio
Tinto where he worked in a number of positions, including general manager, where
he was responsible for permitting and the initial development of the Eagle Mine
in Michigans Upper Peninsula. His last position was Vice President with Rio
Tinto, responsible for strategic direction in environmental permitting and
compliance, legal matters and external relations related to mine development of
the Resolution copper project in Arizona. Mr. Cherry is a licensed
Professional Engineer. Mr. Cherry currently resides in Minnesota, United States.
9
Matthew Daley has served as a member of
the Board of Directors since July 2014. He also serves on the Technical Steering
and Safety, Health and Environmental committees. Mr. Daley started his career
with Mount Isa Mines in Australia, and then held increasingly senior management
positions with Xstrata plc in Australia, Asia and South America before joining
Glencore Xstrata plc in Canada in 2013. Mr. Daley is responsible for technical
and project support for Glencore's copper assets in Australia, Asia and the
Americas. Mr. Daley currently resides in Ontario, Canada.
Dr. David Dreisinger has served as a
member of the Board of Directors since October 2003. He also serves on the
Safety, Health and Environmental, Audit, Technical Steering and on the
Nominating and Corporate Governance committees. Since 1988, Dr. Dreisinger has
been a member of the faculty at the University of British Columbia in the
Department of Materials Engineering and is currently Professor and Chairholder
of the Industrial Research and Chair in Hydrometallurgy. He has published over
250 papers and has been extensively involved as a process consultant in
industrial research programs with metallurgical companies. Dr. Dreisinger has
participated in 19 U.S. patents for work in areas such as pressure leaching, ion
exchange removal of impurities from process solutions, use of thiosulfate as an
alternative to cyanide in gold leaching, and leach-electrolysis treatment of
copper recovery from sulfide ores, and the Sepon Copper Process for copper
recovery from sulfidic-clayey ores. Dr. Dreisinger serves as a director
of Search Minerals, Inc. and as Vice President Metallurgy for each of Search
Minerals, Inc., Baja Mining Corp. and Trimetals Mining Inc. Dr. Dreisinger
currently resides in British Columbia, Canada.
W. Ian L. Forrest has served as a member
of the Board of Directors since October 2003 and the Chairman since July 2012.
Mr. Forrest previously served as Chairman of the board from May 2004 to February
5, 2008 and Co-Chairman from January 2011 to July 2012. He also serves as the
Chair on both the Business Development and Risk Management committee and
Nominating and Corporate Governance committees and also serves on the Audit,
Compensation and Capital Finance committees. Mr. Forrest played an important
role in PolyMets revival in 2003. Mr. Forrest is a member of the Institute of
Chartered Accountants of Scotland. Mr. Forrest has more than 40 years of
experience with public companies in the resource sector. His experience
encompasses the areas of promotion, financing, exploration, production and
company management. He has also participated in several notable projects
including Gulfstream's North Dome gas discovery, Qatar, Reunion Mining's
Scorpion zinc, Namibia, which was subsequently developed by Anglo American, and
Ocean Diamond Mining, which pioneered the independent diamond dredging industry
off the west coast of southern Africa. He also served as a director of Tanager
Energy Inc. (formerly MGold Resources Inc.) until October, 2011 and Belmore
Resources (Holdings) plc until July, 2011 when it was acquired by Lundin Mining
Ltd. He currently serves on the boards of Georex SA and Poros SAS. Mr. Forrest
was a director of Viatrade plc, which was put into receivership in August 2009.
Mr. Forrest currently resides in Vaud, Switzerland.
Alan R. Hodnik has served as a member of the
Board of Directors since March 2011. He also serves as the Chair of the
Compensation Committee and also serves on the Safety, Health and Environmental,
Business Development and Risk Management and Nominating and Corporate Governance
committees. Mr. Hodnik was named President of ALLETE, Inc. in May 2009, CEO in
May 2010, and Chairman of that company in May 2011. Since joining ALLETE in
1982, Mr. Hodnik has served as Vice President-Generation Operations, Senior Vice
President of Minnesota Power Operations, and Chief Operating Officer. As Chief
Operating Officer, he led BNI Coal Mining, Superior Water Light & Power
(SWLP) and transmission, distribution, generation, customer service and
engineering for all aspects of Minnesota Power. Mr. Hodnik also serves on the
Edison Electric Institute (EEI) board of directors. Mr. Hodnik was elected and
served as Mayor of the City of Aurora, Minnesota from 1987 - 1998. The cities of
Aurora and Hoyt Lakes co-host the PolyMet Erie Mine site location. He is a
member of the board of Essentia Health-East Region and the Area Partnership for
Economic Expansion (APEX). Mr. Hodnik currently resides in Minnesota, United
States.
William Murray served as the Executive Chairman
from February 2008 to December 2010 and has served as a member of the Board of
Directors since March 2003. He previously served as the President and Chief
Executive Officer from March 2003 until February 2008. He also serves as the
Chair of the Technical Steering Committee and also serves on the Business
Development and Risk Management and Compensation committees. Mr. Murray is an
engineer in the mining industry with more than 35 years of experience in
construction management, project evaluation in North America and Africa. From
April 1993 to 2003, Mr. Murray provided consulting services to the mining
industry as a principal of Optimum Project Services Ltd. Prior to that, Mr.
Murray was employed by Fluor Daniel, a large U.S. Engineering & Construction
contractor, as the Director of New Business from October 1989 to April 1993.
From September 1981 to May 1986, Mr. Murray was a Director of Project Services
at Denison Mines where he was part of the core team than built the $1.2 billion
Quintette Coal project. From September 1970 to August 1981, Mr. Murray held a
number of positions at Anglo American Corp in South Africa, principally in the
Gold Division. Mr. Murray is also a director of Aura Minerals, Inc., and
Prospero Silver Corp. Mr. Murray currently resides in British Columbia, Canada.
10
Stephen Rowland has served as a member of
the Board of Directors since October 2008. He also serves on the Technical
Steering committee and as an ex-officio member on the Nominating and
Corporate Governance committees. Mr. Rowland has been an executive with
Glencore, a diversified natural resources company, since 1988. Mr. Rowland has
held various positions with responsibility for international trading in metals
and minerals in London, Switzerland, and the United States. Prior to joining
Glencore, Mr. Rowland started his career in 1985 with Cargill, Inc. in
Minneapolis. Mr. Rowland currently resides in Connecticut, United States.
Michael M. Sill has served as a member of
the Board of Directors since March 2011. He also serves as the Chair of the
Audit committee and also serves on the Capital Finance, Safety, Health and
Environmental and Compensation committees. Mr. Sill has served as President and
CEO of Road Machinery & Supplies Co. since 1994, having joined the company
in 1988. Road Machinery is a distributor of construction, mining and forestry
equipment. Educated at Dartmouth College and J.L. Kellogg Graduate School of
Management, Mr. Sill started his career as a financial analyst and commercial
lending officer with The Northern Trust Company. He has served on the boards of
the Associated Equipment Distributors, Associated General Contractors of
Minnesota, the Twin Cities Regional Board of US Bank and Dunwoody College of
Technology. Mr. Sill currently resides in Minnesota, United States.
To
the knowledge of PolyMets management, except for Viatrade plc, an investment
company of which Mr. Forrest was a director, which company went into
administration in August 2009, no proposed directors are, at the date hereof, or
have been, during the 10 years prior to the date hereof, a director or executive
officer of any company that, while that person was acting in that capacity or
within a year of that person ceasing to act in that capacity became bankrupt,
made a proposal under any legislation relating to bankruptcy or insolvency, or
became subject to or instituted any proceedings, arrangement or compromise with
creditors, or had a receiver, receiver-manager or trustee appointed to hold
assets of the proposed director; or (ii) has, within the 10 years before the
date hereof, become bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency, or become subject to or instituted any proceedings,
arrangements or compromises with creditors, or had a receiver, receiver manager
or trustee appointed to hold assets of the proposed director.
3. Appointment of Auditors
PricewaterhouseCoopers
LLP has served as PolyMets auditor since April 2006. Upon the recommendation of
the audit committee, management proposes that PricewaterhouseCoopers LLP be
appointed as the auditor to hold office until the close of the next annual
meeting of shareholders and that the Board of Directors be authorized to fix the
remuneration to be paid to the auditor. If the resolution is not adopted, the
Business Corporations Act (British Columbia) provides that the current
auditor, PricewaterhouseCoopers LLP, will continue to act for PolyMet until such
time as the shareholders approve an alternative auditor. PolyMet has been
advised that a representative of PricewaterhouseCoopers LLP will attend the
Meeting and will have the opportunity to make a statement and respond to
questions relating to their duties as auditor.
A
simple majority of the votes cast by proxy or in person at the Meeting is
required to approve the proposed appointment of PricewaterhouseCoopers LLP.
The
persons named in the managements proxy intend to vote the Common Shares
represented by proxies for which either of them is appointed proxyholder
FOR the appointment of PricewaterhouseCoopers LLP as the auditor to
hold office until the close of the next annual meeting of shareholders and that
the Board of Directors be authorized to fix the remuneration to be paid to the
auditor.
The
Board of Directors recommends a vote FOR appointing PricewaterhouseCoopers
LLP.
4. Re-Approval of 2007 PolyMet Omnibus Share Compensation
Plan
Pursuant
to the policies of the TSX, security based compensation arrangements, which do
not have a fixed maximum aggregate of securities issuable, must be approved
every three years by the shareholders of the listed issuer. The Omnibus Plan, as
most recently amended and restated by shareholders at the annual general and
special meeting held on July 10, 2012, reserves for issuance an aggregate number
of share options, restricted shares and restricted share units and other share
based awards limited to 10% of the issued and outstanding Common Shares as of the record date of the Meeting. For a more detailed
description of the Bonus Shares, see heading Statement of Executive
Compensation Share Bonus Plan in this Management Proxy Circular. This
excludes 2,500,000 common shares underlying options granted pursuant to the
exemption under section 613(c) of the TSX Company Manual to Jonathan Cherry as
an inducement to Mr. Cherry entering into full time employment with PolyMet,
which was approved by the TSX. The Board of Directors re-approved the Omnibus
Plan on May 20, 2015. For a description of the Plan, see Omnibus
Plan.
11
The
Omnibus Plan is subject to TSX acceptance and approval of the shareholders.
Thereafter, notice of any awards granted under the Omnibus Plan must be given to
the TSX.
As of the date of this Management Proxy Circular, PolyMet had 19,737,047
securities issued and securities issuable under the Omnibus Plan, or 7% of the
number of PolyMets securities outstanding.
If
the resolution to re-approve the Omnibus Plan is not approved, all unallocated
options or other awards under the Omnibus Plan will be cancelled and PolyMet
will not be permitted to grant further options or other awards under the Omnibus
Plan until such time as renewal approval is obtained. In such a case, all
outstanding options and other awards under the Omnibus Plan will remain
outstanding and be unaffected, however any outstanding options or other awards
that expire unexercised, are cancelled or are otherwise terminated shall not be
available for re-granting.
Under
the policies of the TSX, the Omnibus Plan must be approved by PolyMets
shareholders, excluding the votes of Common Shares held by insiders who are
eligible to participate in the Omnibus Plan. An aggregate of 87,016,877 Common
Shares are held by insiders who are eligible to participate in the Omnibus Plan
and whose votes will be excluded in determining the number of votes cast in
respect of the resolution to re-approve the Omnibus Plan. Accordingly, at the
Meeting, shareholders will be asked to consider the following resolution:
BE IT RESOLVED as an ordinary resolution THAT:
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1. |
Subject to the approval of the TSX and all other
applicable regulatory authorities, the 2007 PolyMet Omnibus Share
Compensation Plan (the Omnibus Plan) and any unallocated entitlements
thereunder, as most recently amended and restated by shareholders at the
annual general and special meeting held on July 10, 2012, be and is hereby
approved and adopted as the Omnibus Plan of the Company; |
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2. |
PolyMet has the ability to continue granting securities
under the Omnibus Plan until July 15, 2018, that is until the date that is
three years from the date of this Meeting or any adjournment or
postponement thereof, where approval of the holders of common shares is
being sought; |
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3. |
Notwithstanding that this resolution has been passed by
the shareholders of PolyMet, the Board of Directors of PolyMet may revoke
such resolution at any time before it has been effected without further
action by the shareholders; and |
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4. |
Any director or officer of PolyMet be and is hereby
authorized, for and on behalf of PolyMet, to execute and deliver all
documents and instruments and take such other actions, including making
all necessary filings with applicable regulatory bodies and stock
exchanges, as such director or officer may determine to be necessary or
desirable to implement this ordinary resolution and the matter authorized
hereby, such determination to be conclusively evidenced by the execution
and delivery of any such document or instrument and the taking of any such
action. |
The
persons named in the managements proxy intend to vote the Common Shares
represented by proxies for which either of them is appointed proxyholder
FOR the re-approval of the Omnibus Plan.
The
Board of Directors recommends a vote FOR re-approval of the Omnibus Plan.
5. Re-Approval of Amended and Restated Shareholder Rights
Plan
At
the Meeting, shareholders will be asked to confirm the Companys Rights Plan,
the terms and conditions of which are set out in the Amended and Restated
Shareholder Rights Plan Agreement dated as of May 25, 2007 between the Company
and Pacific Corporate Trust Company (the Rights Agent), amended and restated
in 2008, confirmed in 2011 and recently amended and restated by shareholders in
2013. A shareholder or any other interested party may obtain a copy of the
current Rights Plan by contacting the Corporate Secretary of the Company or by
accessing it online at www.sedar.com and at
www.sec.gov.
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Background
The
Board of Directors originally adopted a shareholder rights plan (the Original
Rights Plan) on December 4, 2003, which was approved by the Companys
shareholders on May 28, 2004, modified and further ratified and reconfirmed by
the Companys shareholders most recently on July 9, 2013. The Shareholder Rights
Plan is designed to ensure that all shareholders receive equal treatment and to
maximize shareholder values in the event of a take-over bid or other acquisition
that could lead to a change in control of the Company. It is not intended to
deter take-over bids. The Shareholder Rights Plan is intended to provide time
for shareholders to properly assess any take-over bid and to provide
non-abstaining members of the Board of Directors with sufficient time to explore
and develop alternatives for maximizing shareholder value, including, if
considered appropriate, identifying and locating other potential bidders.
Under
the Rights Plan, the Company has issued one right for no consideration in
respect of each outstanding common share held by the shareholder of the Company
on December 4, 2003. All common shares subsequently issued by the Company during
the term of the Rights Plan will have one right represented for each common
share held by the shareholder of the Company. The Rights Plan expires if not
reapproved at every third annual shareholder meeting.
The
rights issued under the Rights Plan become exercisable only if a party acquires
20% or more of the Company's common shares without complying with the Rights
Plan or without the approval of non-abstaining Board of Directors, all holders
of record will have a right to one common share for each common share owned.
Each Right entitles the registered holder to purchase one common share of the
Company at the price of C$43.06 per share, subject to adjustment which was
triggered upon close of the Rights Offering (the Exercise Price). However, if
a Flip-in Event (as defined in the Rights Plan) occurs, each Right would then
entitle the registered holder to purchase that number of common shares having a
market value at the date of the Flip-in Event equal to twice the Exercise Price
upon payment of the Exercise Price.
Summary of Certain Key Provisions of the Rights Plan
The
Rights Plan is not intended to, and will not, prevent a take-over of the
Company. The objectives of the Rights Plan are to provide all holders of the
voting shares with sufficient time to assess and evaluate a take-over bid and to
permit the Board of Directors to pursue other alternatives, if appropriate,
designed to maximize shareholder value.
Under
the Rights Plan, a bidder making a Permitted Bid for the voting shares may not
take up any shares before the close of business on the 75th day after the date
of the bid and then only if more than 50% of the common shares not beneficially
owned by the person making the bid, certain related parties and certain others
are deposited, in which case the bid must be extended for 10 business days on
the same terms. The Rights Plan is intended to encourage an offeror to proceed
by way of Permitted Bid or to approach the Board of Directors with a view to
negotiation by creating the potential for substantial dilution of the offerors
position. The Permitted Bid provisions of the Rights Plan are designed to ensure
that, in any take-over bid, all shareholders are treated equally, receive the
maximum available value for their investment and are given adequate time to
properly assess the bid on a fully informed basis. Under the Rights Plan, a bid
for less than all of the voting shares is not a Permitted Bid.
The
ratification and confirmation of the Rights Plan is not being proposed in
response to, or in anticipation of, any acquisition or take-over offer. The
Rights Plan does not inhibit any shareholder from using the proxy mechanism set
out in the Business Corporations Act (British Columbia), the corporate statute
governing the Company, to promote a change in the management or direction of the
Company, including the right of holders of not less than 1/20 of the Companys
issued voting shares to requisition the directors to call a meeting of
shareholders to transact any proper business stated in the requisition.
Issuance and Trading of Rights
One
right (Right) has been issued by the Company in respect of each common share
issued to date and one Right will be issued in respect of each common share
issued before the earlier of the Separation Time (as described below) and the
Expiration Time (as describe below).
Notwithstanding
the effectiveness of the Rights Plan, the Rights are not exercisable until the
Separation Time and certificates representing the Rights have not been sent to
shareholders of the Company. Until the Separation Time, or earlier termination
or expiration of the Rights, the Rights are evidenced by and transferred with
the associated common shares and the surrender for transfer of
any certificate representing common shares will also constitute the surrender
for transfer of the Rights associated with those Common Shares of the Company.
After the Separation Time, the Rights will become exercisable and begin to trade
separately from the associated common shares. Each Right permits the holder to
purchase from the Company one Common Share of the Company at an Exercise Price
equal to two times the market price of a Common Share (determined as at the
Separation Time) subject to adjustments and certain anti-dilution provisions.
13
Separation of Rights
The
Rights will become exercisable and trade separately from the associated Common
Shares of the Company at the Separation Time, which is generally the close of
business on the tenth trading day after the earlier of:
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(a) |
the first date of public announcement that a person or a
group of affiliated or associated persons (an Acquiring Person) has
acquired beneficial ownership of 20% or more of the outstanding voting
shares of the Company other than as a result of (i) a reduction in the
number of voting shares outstanding; (ii) a Permitted Bid or Competing
Permitted Bid (as discussed below); (iii) acquisition of voting shares in
respect of which the Board of Directors has waived the application of the
Rights Plan; or (iv) other specified exempt acquisitions in which
shareholders of the Company participate on a pro rata basis; and |
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(b) |
the date of commencement of, or the first public
announcement of an intention of any person to commence, a Take-over Bid
(other than a Permitted Bid or a Competing Permitted Bid as each such
term is described below). A Take-over Bid is an offer to acquire Common
Shares of the Company (or any other voting shares) or securities
convertible into common shares or voting shares, where the shares subject
to the offer, together with shares beneficially owned by that person
(including its affiliates, associates and others acting jointly or in
concert therewith) would constitute 20% or more of the outstanding voting
shares of the Company. |
Notwithstanding
the above, the Separation Time can be a later date as may from time to time be
determined by the Board of Directors.
As
soon as practicable following the Separation Time, separate certificates
evidencing Rights will be mailed to holders of record of Common Shares of the
Company as of the Separation Time and the right certificates will evidence the
Rights.
When Rights Become Exercisable
After
the Separation Time, each Right entitles the holder thereof to purchase one
Common Share of the Company at the Exercise Price. Following a transaction which
results in a person becoming an Acquiring Person (a Flip-in Event), the Rights
entitle the holder thereof (other than a holder who is an Acquiring Person) to
receive upon exercise, that number of Common Shares of the Company having an
aggregate market price on the date of the Flip-in Event equal to twice the
Exercise Price, for the Exercise Price. In such event, however, any Rights
beneficially owned by an Acquiring Person (including affiliates, associates and
others acting jointly or in concert therewith), or a transferee of any such
person, will be void. A Flip-in Event does not include acquisitions approved by
the Board of Directors or acquisitions pursuant to a Permitted Bid or Competing
Permitted Bid.
Permitted Bid and Competing Permitted Bid
The
Rights Plan continues to include a Permitted Bid concept whereby a Takeover
Bid will not trigger the Rights if the bid meets certain conditions. A
Permitted Bid is a Take-over Bid made by way of a take-over bid circular
(which is a disclosure document required by Canadian securities legislation to
be delivered with or as part of a Take-over Bid) and which complies with the
following provisions:
|
(a) |
the Take-over Bid is made to all registered holders of
voting shares; |
|
|
|
|
(b) |
the Take-over Bid is made for all voting
shares; |
|
|
|
|
(c) |
voting shares may be deposited under the bid at any time
between the date of the bid and the date voting shares are first taken up
or paid for, and any voting shares deposited under the bid may be
withdrawn until taken up and paid for; and |
14
|
(d) |
the Take-over Bid must be open for at least 75 days and
more than 50% of the outstanding voting shares held by Independent
Shareholders (as described below) must be deposited under the bid and not
withdrawn before any shares may be taken up and paid for and, if more than
50% of the voting shares are deposited and not withdrawn, an announcement
of this fact must be made and the bid must remain open for a further 10
business day period. |
The
Board of Directors, when a Permitted Bid is made, will continue to have the duty
and power to take such actions and make such recommendations to shareholders as
are considered appropriate.
A
Competing Permitted Bid is a Take-over Bid that is made after a Permitted Bid
has been made but prior to its expiry, satisfies all the requirements of a
Permitted Bid as described above, except that a Competing Permitted Bid is not
required to remain open for 75 days so long as it is open until the later of 35
days (the minimum period under Canadian securities legislation) after the date
of the Competing Permitted Bid and the 60th day after the earliest date on which
any other Permitted Bid or Competing Permitted Bid then in existence was made.
The reduction in time for acceptance of a Competing Permitted Bid is designed to
allow, as nearly as practicable, all bids to be dealt with by shareholders of
the Company in substantially the same timeframe.
Redemption and Waiver
The
Rights may be redeemed by the Board of the Directors, with the prior approval of
the holders of voting shares or Rights, as the case may be, at any time prior to
the occurrence of a Flip-in Event at a redemption price of C$0.0001 per Right.
Rights are deemed to have been redeemed if a bidder successfully completes a
Permitted Bid or a Competing Permitted Bid.
The
Board of Directors can waive the application of the Rights Plan to enable a
Take-over Bid made by means of a take-over bid circular to all registered
holders of voting shares to proceed. Where the Board of Directors exercises this
waiver power for one Take-over Bid, the waiver will also apply to any other
Take-over Bid made by means of a take-over bid circular to all registered
holders of voting shares made prior to the expiry of any bid subject to such
waiver.
Protection Against Dilution
The
Exercise Price, the number and nature of securities which may be purchased upon
the exercise of Rights and the number of Rights outstanding are subject to
adjustment from time to time to prevent dilution in the event of stock
dividends, subdivisions, consolidations, reclassifications or other changes in
the outstanding common Shares of the Company, pro rata distributions to holders
of Common Shares and other circumstances where adjustments are required to
appropriately protect the interests of holders of Rights.
Institutional Investor Exemption
Generally
fund managers (for client accounts), managers or trustees of certain mutual
funds (as well as the mutual funds), trust companies (acting in their capacities
as trustees and administrators), crown agents (that manage public assets),
statutory bodies (whose business includes the management of investment funds)
and administrators or trustees of registered pension plans or funds (as well as
the pension plans and funds) acquiring 20% or more of the voting shares of the
Company (either directly and/or through associates and affiliates) are exempted
from triggering a Flip-in Event, provided that for certain investors they are
holding such securities in their ordinary course of business and in all cases
they are not making, or are not part of a group making, a Take-over Bid (other
than through certain limited transactions).
Expiration and Renewal
If
the Rights Plan is ratified and confirmed at the Meeting, the Rights Plan will
remain in force until the Expiration Time, being the earlier of the
Termination Time (the time at which the ability to exercise Rights terminates
pursuant to the Rights Plan) and the close of business on the date of the
meeting of shareholders of the Company at which a resolution to continue the
existence of the Rights Plan is not approved by Independent Shareholders
pursuant to the terms of the Rights Plan.
To
be effective, the resolution must be approved by: (a) a simple majority of the
votes cast by proxy or in person at the Meeting, and (b) a simple majority of
the votes cast by proxy or in person at the Meeting other than (i) any shareholder that, directly or indirectly, on its own or in
concert with others holds or exercises control over more than 20% of the
outstanding voting shares of PolyMet, and (ii) the associates, affiliates and
insiders of PolyMet.
15
Accordingly,
at the Meeting, shareholders will be asked to consider the following resolution:
BE IT RESOLVED as an ordinary resolution THAT:
|
1. |
The Amended and Restated Shareholder Rights Plan made as
of May 25, 2007 between PolyMet Mining Corp. (the Company) and Pacific
Corporate Trust Company, as Rights Agent, amended and restated in 2008,
confirmed in 2011 and amended and restated by shareholders in 2013 as may
be further amended pursuant to its terms, be and the same is hereby
ratified, confirmed and approved; and |
|
|
|
|
2. |
Any director or officer of the Company be and is hereby
authorized, for and on behalf of the Company, to execute (whether under
the corporate seal of the Company or otherwise) and deliver such other
documents and instruments and take such other actions as such director or
officer may determine to be necessary or advisable to implement this
resolution and the matters authorized hereby, such determination to be
conclusively evidenced by the execution and delivery of any such documents
or instrument sand the taking of any such
actions. |
The
persons named in the managements proxy intend to vote the Common Shares
represented by proxies for which either of them is appointed proxyholder
FOR the re-approval of the Rights Plan.
The
Board of Directors recommends a vote FOR the re-approval of the Amended and
Restated Rights Plan.
6. Other Business
Management
knows of no other matters to come before the Meeting other than those referred
to in the Notice of Meeting. However, if any other matters which are not now
known to PolyMet shall properly come before the said Meeting, the Form of Proxy
given pursuant to the solicitation by management will be voted on such matters
in accordance with the best judgment of the persons voting the proxy.
STATEMENT OF EXECUTIVE COMPENSATION
In
this Management Proxy Circular, a Named Executive Officer (NEO) means: (i)
the Chief Executive Officer; (ii) the Chief Financial Officer; (iii) the three
other most highly compensated executive officers at the end of the financial
year; and (iv) each individual who would be an NEO but for the fact that the
individual was neither an executive officer, nor serving in a similar capacity
as the end of the financial year. For the financial year ended January 31, 2015,
PolyMet had five NEOs, namely Messrs. Jonathan Cherry, Douglas Newby, Bradley
Moore, Andrew Ware and Bruce Richardson.
Compensation Committee
The
Compensation Committee is responsible for making recommendations to the Board of
Directors regarding the compensation to be paid to each of the executive
officers of PolyMet. In addition, the Compensation Committee makes
recommendations regarding compensation programs and policies and the granting of
options and other stock-based awards under the Omnibus Plan and Share Bonus
Plan.
Composition of the Compensation Committee
During
the year ended January 31, 2015, the following individuals served as members of
the Compensation Committee: Alan R. Hodnik, W. Ian L. Forrest, William Murray
and Michael M. Sill, each of whom were directors of PolyMet during the time they
served and all of whom are non-management and were deemed to be independent
during the year. Each of the members of the Compensation Committee has extensive
experience in corporate management in either the mining industry or in
businesses located in Minnesota. Mr. Hodnik serves as Chairman, President and
CEO of Allete Inc., a Minnesota-based utility, where he has overall
responsibility for approximately 1,400 employees, many of whom are skilled
engineers, environmental specialists or experienced in project development and
finance, and many of whom work in north eastern Minnesota. Mr. Forrest has more
than thirty years of experience in senior corporate management and board
oversight primarily in the global natural resources industries. Mr. Murray has
more than thirty years of experience in construction management and project
evaluation in North America and Africa. Mr. Murray also serves as the chair of
the compensation committee of Aura Minerals Inc. Mr. Sill serves as President and CEO of Road Machinery
& Supplies Co., a Minnesota-based distributor of construction, mining and
forestry equipment, where he has overall responsibility for approximately 200
employees.
16
PolyMet
has utilized a compensation consultant, The Human Well, since August 2012 to
assist the Compensation Committee and Board of Directors in determining
salaries, director compensation, cash incentives and share based incentives and
to assess the effectiveness of PolyMets incentive plans in contributing to
corporate performance. The Compensation Committee used this data to ensure
PolyMet has the ability to attract, retain and motivate directors and key
executives. Compensation is intended to be competitive with similar positions in
the comparator group. The comparator group includes publicly held companies of
similar size and market cap in Canada and the United States and other companies
operating in the mining industry in North America. PolyMet uses comparator group
information as a general guide to assist in comparing and reviewing compensation
levels and establishing compensation arrangements. PolyMet does not rely soley
on specific benchmarks relative to the comparator group or any particular
company in the comparator group but does consider this information when setting
the overall compensation strategy.
PolyMet
paid the following fees to The Human Well for these services for the years ended
January 31, 2015 and 2014.
Year
|
Executive Compensation
Related Fees (US$) |
All Other Fees (US$) |
2015 |
1,014 |
N/A |
2014 |
22,090 |
N/A |
The
Human Well will continue to provide PolyMet with compensation consulting
services for the current fiscal year.
No
members of the Compensation Committee are officers or employees or were former
officers or employees of PolyMet or any subsidiaries within the last three
years, had or has any relationship that requires disclosure hereunder in respect
of indebtedness owed to PolyMet or any interest in material transactions
involving PolyMet. In addition, executive officers have not served on the
Compensation Committee (or in the absence of such committee the entire Board of
Directors) of another issuer whose executive officer is a member of the
Compensation Committee or Board of Directors. The Compensation Committee met six
times during the year, including four in camera sessions. All meetings of the
Compensation Committee are documented in the form of meeting minutes.
Objectives of Executive Compensation
Due
to the competitive nature of the industry, executive talent have significant
career mobility and, as a result, the competition for experienced executives is
great. The existence of this competition along with the need for talented and
experienced executive officers to realize business objectives underlies the
design and implementation of all compensation programs.
The
Compensation Committee endeavours to ensure that PolyMets compensation
policies:
-
align the short-term and long-term interests of its management team with
those of its shareholders;
-
attract and retain highly qualified executives;
-
motivate performance and recognize and reward contribution to the success
of PolyMet as measured by the accomplishment of specific performance
objectives; and
-
ensure that a significant proportion of compensation is at risk and
directly linked to the success of PolyMet.
17
The
Compensation Committee has adopted share ownership guidelines for directors and
other key personnel. To be in compliance, directors must achieve ownership
levels equal to five (5) times the annual base director fee and the President
& Chief Executive Officer must achieve ownership levels equal to three (3)
times the annual base salary within five (5) years. As of May 20, 2015, the
Compensation Committee was satisfied that these goals are being met in a timely
fashion.
Risks Associated with PolyMets Compensation Policies and
Practices
The
Companys compensation program is structured in a way that does not encourage
excessive risk-taking by employees. Performance targets are designed to measure
a mixture of financial and non-financial measures and to balance short-term and
longer-term objectives. No single metric or objective can significantly impact
executive compensation in a given year.
The
compensation mix between base salary and at-risk pay (short-term and long-term
incentives), and the balance between short-term (paid in cash and shares) and
long-term incentives (paid in stock options and RSUs), are designed to ensure
that executive officers do not take inappropriate or excessive risks in the
performance of their duties. Before recommending the compensation mix to the
Board, the Compensation Committee undertakes an annual review of the
compensation policies and programs and considers the implications and risks
associated with such policies and programs. Based on its most recent review, the
Compensation Committee did not identify any risks from the compensation policies
and practices that are reasonably likely to have a material adverse effect on
the Company.
Policy Against Hedging
No
executive officer or director is permitted to purchase financial instruments
that are designed to offset a decrease in market value of equity securities that
are granted as compensation or held directly or indirectly.
Structure of Executive Compensation
PolyMets
compensation program for executive officers is designed to reward commitment and
achievement with respect to overall financial and operating performance of
PolyMet, the overall assessment of each executive officers individual
performance, and each executive officers contribution towards meeting corporate
objectives, levels of responsibility and length of service. PolyMet has
structured long-term incentives to ensure that compensation is closely aligned
with shareholder interests and that a significant proportion of compensation is
at risk and linked to PolyMets success.
Elements of Executive Compensation
PolyMets
compensation package for its executive officers consists of base salary,
short-term incentives, long-term incentives, and customary employment benefits.
See the Summary Compensation Table" for disclosure of total direct compensation
(as such term is defined in Form 51-102F6 Statement of Executive
Compensation) paid to the NEOs during the three most recently completed
fiscal years ended January 31, 2015, 2014, and 2013.
The
Compensation Committee believes that the elements of executive compensation,
when combined, form an appropriate mix of compensation. The elements provide
competitive salary, link executive compensation to corporate and individual
performance (which rewards behavior that creates long-term value for
shareholders and other stakeholders), and encourage retention with time-based
vesting attached to long-term incentives.
For
the Companys executive officers, the compensation mix is established with an
emphasis on variable (or at risk) pay, which is not guaranteed, including a
strong equity-linked component. The total value is weighted towards at-risk
variable compensation, which is based on performance and ties total direct
compensation to the achievement of current and longer-term corporate objectives
and strategies.
Base Salary
Base
salary levels reflect the fixed component of pay that compensates the NEOs for
fulfilling their roles and responsibilities and assists in the attraction and
retention of highly qualified executives. Base salaries are reviewed on an
annual basis for each individual and adjusted where it is deemed necessary. In
order to ensure that base salaries are competitive relative to similar positions
within the mining industry, industry salary surveys are reviewed. Other
considerations taken into account when examining base salaries include: years of
experience, the contribution which the individual can make and has made to the
success of the Company, the level of responsibility and authority inherent in
the individuals job, and leadership qualities of the individual.
18
Short-Term and Long-Term Incentives
The
Company has a STIP and LTIP developed by the Compensation Committee and approved
by the Board, pursuant to which key employees are eligible for an annual bonus
calculated as a percentage of their annual base salary if certain performance
criteria prescribed by the STIP and LTIP are satisfied. Incentives are based on
two factors, namely (i) the achievement of specific corporate objectives, and
(ii) the individuals performance. The weighting is based on the individuals
level in the Company. The evaluation of PolyMets corporate performance is based
on achievement of specific targets such as achievement of environmental review
and permitting milestones, operating expenditures, and safety. The individual
performance component is more subjective and is based on individual goals
established at the beginning of the year for each individual, which are linked
to the achievement of the Companys goals.
PolyMets
incentive compensation policy provides for targets for short-term and long-term
incentive compensation as a percentage of base salary. These targets are then
multiplied by a performance factor to arrive at a final bonus as a percentage of
salary. The performance factor is designed to provide the flexibility to
recognize exceptional performance of an individual and is determined by the
Compensation Committee with respect to the Chief Executive Officer, and jointly
by the Compensation Committee and the Chief Executive Officer for other
individuals. The performance factor, together with the targets, create a limit
(the maximum permissible bonus) on the annual incentive compensation as a
percentage of base salary.
Ultimately,
the Compensation Committee uses its discretion at the end of the year when
comparing actual achievements against the performance criteria prescribed by the
STIP and LTIP. The Compensation Committee believes that rigid formulas can
occasionally lead to an unwarranted result that does not accurately reflect
performance and believes that the discretion of the Board should be the ultimate
determinant of final, overall compensation within the context of pre-determined
guidelines. See Summary Compensation Table in this Circular for actual amounts
paid and value granted to Named Executive Officers for the fiscal year ended
January 31, 2015.
Common Share Performance Graph
PolyMets
Common Shares trade on the Toronto Stock Exchange (the TSX) under the symbol
POM. The Common Shares also trade on the NYSE MKT (NYSE) under the symbol
PLM. Assuming an initial investment of $100, the following graph illustrates
the comparison between the cumulative total shareholder return on the Common
Shares (based upon the trading prices on the TSX) relative to the cumulative
total return on the S&P/TSX Composite Index and S&P TSX Composite Index
Metals and Mining for the period of February 1, 2010 to January 31, 2015.
19
CUMULATIVE VALUE OF A $100 INVESTMENT ASSUMING REINVESTMENT
OF DIVIDENDS
The
S&P/TSX Composite Index is an index of the share prices of the largest
companies on the TSX as measured by market capitalization. Stocks included in
this index cover all sectors of the economy, and the S&P/TSX Composite Index
has traditionally been heavily weighted towards financial stocks. The
S&P/TSX Composite Index Metals & Mining is comprised of the worlds
leading mining companies with holdings and projects all over the globe. Stocks
included in this index provide diverse geographic exposure to mining companies
and broad exposure to metals and minerals. As such, it is difficult to directly
compare our NEO compensation with the trends reflected in the graph above.
However; it is important to note that following several management changes in
recent years, including the hiring of a new CEO in July 2012, the slope of the
share price performance line has changed such that the Company has outperformed
the Metals & Mining index during each of the last three years.
The
Company is of the view that compensation levels for the executive officers
cannot and should not be directly compared to year-over-year relative share
price performance. Global commodity prices and general market conditions are
significant factors affecting the Companys share price and these are beyond the
control of the Companys executive officers.
The
Companys executive compensation package is designed to attract and retain top
quality managers for the longer-term to manage and grow the business through
both adverse and favorable economic cycles. During the year ended January 31,
2015, a significant portion of executive officer compensation was based on
long-term incentives with the ultimate value received tied directly to the
Companys share price performance.
20
Highlights for the fiscal year ended January 31, 2015 included:
-
Completion of the public review and comment period on the SDEIS on March
13, 2014;
-
EPA review of the SDEIS, including an EC-2 rating. The EC-2 rating is the
highest rating for a proposed mining project, so far as the Company is aware;
-
The Co-lead Agencies made substantial progress responding to the
approximately 58,000 comments received on the SDEIS. In October 2014, the
Commissioner of the MDNR indicated at a public meeting he thought preparation
of the final EIS would be completed in the spring of 2015;
-
PolyMet advanced its Definitive Cost Estimate and Project Update; and
-
PolyMet secured a $30 million loan facility from Glencore AG, a wholly
owned subsidiary of Glencore plc (together Glencore) to fund the company
through fiscal 2016. PolyMet received the first tranche of $8 million prior to
January 31, 2015 and the second tranche of $8 million on April 15, 2015. The
remaining $14 million is scheduled to be drawn in two further tranches on or
before July 1, 2015 and October 1, 2015. Glencore also agreed a one-year
extension of $25 million initial principal convertible debentures, originally
issued in 2008, that were due September 30, 2014.
Despite the significant
milestones achieved, the fiscal year ended January 31, 2015 was a challenging
year for PolyMet and the broader mining industry. In determining executive
compensation, the Compensation took into consideration corporate performance and
individual performance. Although individual performance of our executives met
performance objectives on a number of fronts, corporate performance had its
mixture of successes and challenges.
21
Summary Compensation Table
The following table provides a
summary of compensation earned during the financial year ended January 31, 2015
by the NEOs:
|
|
|
|
|
Non-equity incentive |
|
|
|
|
|
|
|
|
plan compensation |
|
|
|
|
|
|
|
|
(US$) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Share- |
Option- |
|
Long- |
|
|
|
and |
|
|
based |
based |
Annual |
term |
Pension |
All other |
Total |
principal |
|
Salary |
awards |
awards |
incentive |
incentive |
value |
compensation |
compensation |
position |
Year |
(US$) |
(US$)(2)
|
(US$)(3)
|
plans |
plans |
(US$)(4) |
(US$) |
(US$) |
|
|
|
|
|
|
|
|
|
|
Jonathan Cherry(1)
|
2015 |
350,000 |
325,000 |
163,800 |
159,500 |
Nil |
21,000 |
Nil |
1,019,300 |
President and CEO |
2014 |
350,000 |
447,600 |
164,400 |
109,600 |
Nil |
15,300 |
Nil |
1,086,900 |
|
2013 |
189,585 |
202,438 |
938,250 |
Nil |
Nil |
10,500 |
25,000 |
1,365,773 |
|
|
|
|
|
|
|
|
|
|
Douglas Newby |
2015 |
250,000 |
138,000 |
69,100 |
67,700 |
Nil |
7,500 |
Nil |
532,300 |
CFO |
2014 |
250,000 |
174,500 |
64,100 |
42,800 |
Nil |
7,500 |
Nil |
538,900 |
|
2013 |
250,020 |
32,200 |
147,000 |
Nil |
Nil |
7,500 |
Nil |
436,720 |
|
|
|
|
|
|
|
|
|
|
Bradley Moore |
2015 |
197,500 |
89,600 |
45,200 |
44,000 |
Nil |
12,000 |
Nil |
388,300 |
Executive Vice President, |
2014 |
185,000 |
127,400 |
46,800 |
31,200 |
Nil |
11,100 |
Nil |
401,500 |
Environmental and |
2013 |
183,754 |
27,600 |
Nil |
Nil |
Nil |
11,025 |
Nil |
222,379 |
Governmental Affairs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew Ware(1) |
2015 |
150,000 |
70,600 |
33,400 |
34,600 |
Nil |
9,000 |
Nil |
297,600 |
Chief Geologist |
2014 |
125,000 |
67,400 |
65,200 |
16,500 |
Nil |
7,500 |
Nil |
281,600 |
|
2013 |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
|
|
|
|
|
|
|
|
|
|
Bruce Richardson(1) |
2015 |
150,000 |
69,200 |
32,800 |
34,000 |
Nil |
9,000 |
Nil |
295,000 |
Vice President, Corp |
2014 |
50,000 |
22,400 |
34,400 |
5,500 |
Nil |
3,000 |
Nil |
115,300 |
Communications and |
2013 |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
External Affairs |
|
|
|
|
|
|
|
|
|
(1) |
Mr. Cherry was appointed President and Chief Executive
Officer on July 16, 2012. Mr. Ware assumed the role of Chief Geologist on
April 1, 2013. Mr. Richardson assumed the role of Vice President, Corp
Communications and External Affairs on October 1, 2013. |
|
|
(2) |
Balances represent shares valued using the Companys
share price the day prior to the grant. |
|
|
|
Mr. Cherry was granted 151,875 unrestricted shares on
January 5, 2015 valued at $162,500 and 151,875 restricted share units on
January 5, 2015 valued at $162,500 with vesting on the earlier of December
1, 2016 or at the start of production. Mr. Cherry was granted 261,000
unrestricted shares on January 17, 2014 valued at $255,800 and 195,750
restricted share units on January 17, 2014 valued at $191,800 with vesting
on the earlier of start of construction or December 31, 2015. Mr. Cherry
was granted 182,706 restricted shares on June 21, 2012 valued at $160,416
with 91,353 vesting on SDEIS publication and 91,353 vesting on EIS
publication. Mr. Cherry was granted 45,676 restricted shares on January 7,
2013 valued at $42,022 with vesting on the earlier of permit issuance or
December 31, 2014. The vesting provisions on the restricted shares granted
January 7, 2013 have been met and the shares have since been
released. |
|
|
|
Mr. Newby was granted 64,464 unrestricted shares on
January 5, 2015 valued at $69,000 and 64,464 restricted share units on
January 5, 2015 valued at $69,000 with vesting on the earlier of December
1, 2016 or at the start of production. Mr. Newby was granted 101,786
unrestricted shares on January 17, 2014 valued at $99,700 and 76,339
restricted shares on January 17, 2014 valued at $74,800 with vesting on
the earlier of start of construction or December 31, 2015. Mr. Newby was
granted 35,000 restricted shares on January 7, 2013 valued at $32,200 with
vesting on the earlier of permit issuance or December 31, 2014. The
vesting provisions on the restricted shares granted January 7, 2013 have
been met and the shares have since been released. |
|
|
|
Mr. Moore was granted 41,905 unrestricted shares on
January 5, 2015 valued at $44,800 and 41,905 restricted shares on January
5, 2015 valued at $44,800 with vesting on the earlier of December 1, 2016
or at the start of production. Mr. Moore was granted 74,294 unrestricted
shares on January 17, 2014 valued at $72,800 and 55,720 restricted shares
on January 17, 2014 valued at $54,600 with vesting on the earlier of start
of construction or December 31, 2015. Mr. Moore was granted 30,000
restricted shares on January 7, 2013 valued at $27,600 with vesting on the
earlier of permit issuance or December 31, 2014. The vesting provisions on
the restricted shares granted January 7, 2013 have been met and the shares
have since been released. |
|
|
|
Mr. Ware was granted 33,000 unrestricted shares on
January 5, 2015 valued at $35,300 and 33,000 restricted shares on January
5, 2015 valued at $35,300 with vesting on the earlier of December 1, 2016
or at the start of production. Mr. Ware was granted 39,286 unrestricted
shares on January 17, 2014 valued at $38,500 and 29,464 restricted shares
on January 17, 2014 valued at $28,900 with vesting on the earlier of start
of construction or December 31, 2015. |
|
|
|
Mr. Richardson was granted 32,371 unrestricted shares on
January 5, 2015 valued at $34,600 and 32,371 restricted shares on January
5, 2015 valued at $34,600 with vesting on the earlier of December 1, 2016
or at the start of production. Mr. Richardson was granted 13,095
unrestricted shares on January 17, 2014 valued at $12,800 and 9,821
restricted shares on January 17, 2014 valued at $9,600 with vesting on the
earlier of start of construction or December 31,
2015. |
22
(3) |
The fair value of each option is estimated as at the date
of grant using the Black-Scholes pricing model. |
|
|
|
On January 5, 2015, Mr. Cherry was granted 502,000 stock
options with immediate vesting. These options expire January 5, 2020 and
have an exercise price of $1.0700. The fair value of $163,800 was
determined using the following key assumptions: risk free interest rate of
0.68%, expected dividend yield of zero, expected forfeiture rate of zero,
expected volatility of 50.97%, and estimated life of 2.25 years. On
January 17, 2014, Mr. Cherry was granted 562,000 stock options with
immediate vesting. These options expire January 17, 2024 and have an
exercise price of $0.9800. The fair value of $164,400 was determined using
the following key assumptions: risk free interest rate of 0.41%, expected
dividend yield of zero, expected forfeiture rate of zero, expected
volatility of 59.76%, and estimated life of 1.62 years. On June 21, 2012,
Mr. Cherry was granted 2,500,000 stock options with 833,334 vesting
immediately, 833,333 vesting on SDEIS publication and 833,333 vesting on
permit issuance. These options expire July 21, 2022 and have an exercise
price of $0.88. The fair value of $938,250 was determined using the
following key assumptions: risk free interest rate of 0.41%, expected
dividend yield of zero, expected forfeiture rate of zero, expected
volatility of 67.49%, and estimated life of 2.75 years. |
|
|
|
On January 5, 2015, Mr. Newby was granted 213,000 stock
options with immediate vesting. These options expire January 5, 2020 and
have an exercise price of $1.0700. The fair value of $69,100 was
determined using the following key assumptions: risk free interest rate of
0.68%, expected dividend yield of zero, expected forfeiture rate of zero,
expected volatility of 50.97%, and estimated life of 2.25 years. On
January 17, 2014, Mr. Newby was granted 219,000 stock options with
immediate vesting. These options expire January 17, 2024 and have an
exercise price of $0.9800. The fair value of $64,100 was determined using
the following key assumptions: risk free interest rate of 0.41%, expected
dividend yield of zero, expected forfeiture rate of zero, expected
volatility of 59.76%, and estimated life of 1.62 years. On January 7, 2013
Mr. Newby was granted 100,000 stock options with immediate vesting. These
options expire January 7, 2023 and have an exercise price of $0.7977. The
fair value of $34,400 was determined using the following key assumptions:
risk free interest rate of 0.27%, expected dividend yield of zero,
expected forfeiture rate of zero, expected volatility of 64.60%, and
estimated life of 2.25 years. On March 8, 2012 Mr. Newby was granted
200,000 stock options with immediate vesting. These options expire March
8, 2022 and have an exercise price of $1.19. The fair value of $112,600
was determined using the following key assumptions: risk free interest
rate of 0.44%, expected dividend yield of zero, expected forfeiture rate
of zero, expected volatility of 72.65%, and estimated life of 3.00
years. |
|
|
|
On January 5, 2015, Mr. Moore was granted 138,000 stock
options with immediate vesting. These options expire January 5, 2020 and
have an exercise price of $1.0700. The fair value of $45,200 was
determined using the following key assumptions: risk free interest rate of
0.68%, expected dividend yield of zero, expected forfeiture rate of zero,
expected volatility of 50.97%, and estimated life of 2.25 years. On
January 17, 2014, Mr. Moore was granted 160,000 stock options with
immediate vesting. These options expire January 17, 2024 and have an
exercise price of $0.9800. The fair value of $46,800 was determined using
the following key assumptions: risk free interest rate of 0.41%, expected
dividend yield of zero, expected forfeiture rate of zero, expected
volatility of 59.76%, and estimated life of 1.62 years. |
|
|
|
On January 5, 2015, Mr. Ware was granted 109,000 stock
options with immediate vesting. These options expire January 5, 2020 and
have an exercise price of $1.0700. The fair value of $33,400 was
determined using the following key assumptions: risk free interest rate of
0.68%, expected dividend yield of zero, expected forfeiture rate of zero,
expected volatility of 50.97%, and estimated life of 2.25 years. On
January 17, 2014, Mr. Ware was granted 85,000 stock options with immediate
vesting. These options expire January 17, 2024 and have an exercise price
of $0.9800. The fair value of $24,900 was determined using the following
key assumptions: risk free interest rate of 0.41 %, expected dividend
yield of zero, expected forfeiture rate of zero, expected volatility of
59.76%, and estimated life of 1.62 years. On April 3, 2013, Mr. Ware was
granted 100,000 stock options, 50,000 vested immediately and the remaining
50,000 vested April 3, 2015. These options expire April 3, 2023 and have
an exercise price of $0.9972. The fair value of $40,300 was determined
using the following key assumptions: risk free interest rate of 0.24%,
expected dividend yield of zero, expected forfeiture rate of zero,
expected volatility of 63.87%, and estimated life of 2.00 years. |
|
|
|
On January 5, 2015, Mr. Richardson was granted 107,000
stock options with immediate vesting. These options expire January 5, 2020
and have an exercise price of $1.0700. The fair value of $32,800 was
determined using the following key assumptions: risk free interest rate of
0.68%, expected dividend yield of zero, expected forfeiture rate of zero,
expected volatility of 50.97%, and estimated life of 2.25 years. On
January 17, 2014, Mr. Richardson was granted 28,000 stock options with
immediate vesting. These options expire January 17, 2024 and have an
exercise price of $0.9800. The fair value of $8,200 was determined using
the following key assumptions: risk free interest rate of 0.41%, expected
dividend yield of zero, expected forfeiture rate of zero, expected
volatility of 59.76%, and estimated life of 1.62 years. On October 2,
2013, Mr. Richardson was granted 100,000 stock options, 50,000 vested
immediately and 50,000 shall vest upon receipt of permits. These options
expire October 2, 2023 and have an exercise price of $0.8200. The fair
value of $26,200 was determined using the following key assumptions: risk
free interest rate of 0.31%, expected dividend yield of zero, expected
forfeiture rate of zero, expected volatility of 59.18%, and estimated life
of 1.91 years. |
|
|
(4) |
Balances represent Company contributions under 401K
pension plan. |
Incentive Plan Awards
PolyMet
employs both short-term and long-term incentive plans to award its employees for
individual and company performance. Short-term incentives consist of cash and
vested shares. Long-term incentives consist of stock options, restricted shares,
and restricted share units. Option-based and share-based awards are issued under
the Omnibus Plan and the Share Bonus Plan, both of which are described in detail
below:
Omnibus Plan
PolyMets
Omnibus Plan was approved by shareholders at the 2007 Annual and Special Meeting
held on June 27, 2007, reapproved by shareholders at the 2010 Annual General and
Special Meeting held on July 7, 2010 and further amended and reapproved by
shareholders at the 2012 Annual General and Special Meeting held on July 10, 2012 and is administered by the Compensation Committee. The
maximum number of Common Shares issuable under the Omnibus Plan may not at any
time exceed 10% of the Common Shares issued and outstanding on the grant date,
of which 3,640,000 Common Shares remain reserved for issuance under PolyMets
existing Share Bonus Plan.
23
The
Omnibus Plan provides the flexibility to issue many types of incentive awards,
including stock options, restricted stock, and restricted stock units. Stock
options are rights to purchase a specified number of shares of PolyMet at a
pre-determined exercise price. Because the exercise price of a stock option is
fixed, a stock option becomes more valuable as the price of the shares increase.
Thus, stock option grants focus managements attention on long-term growth in
shareholder value and share price appreciation. Stock options also are a
valuable retention tool because stock option grants typically become exercisable
(or vest) over a period of time and, with limited exceptions, unvested stock
options are forfeited if the recipients employment with PolyMet terminates.
General Provisions of the Omnibus Plan
The
following is a summary of important provisions of the Omnibus Plan. A
shareholder or any other interested party may obtain a copy of the current
Omnibus Plan by contacting the Corporate Secretary of the Company or by
accessing it online at www.sedar.com and
www.sec.gov.
Purpose.
The purpose of the Omnibus Plan is to promote PolyMets interests and
long-term success by providing directors, officers, employees and consultants
with greater incentive to further develop and promote PolyMets business and
financial success, to further the identity of interest of persons to whom Awards
(as defined in the Omnibus Plan) may be granted with those of the shareholders
generally through a proprietary ownership interest in PolyMet, and to assist
PolyMet in attracting, retaining and motivating its directors, officers,
employees and consultants.
Eligible
Participants. Under the Omnibus Plan, the board can, at any time, appoint a
committee (the Compensation Committee) to oversee the administration of the
Omnibus Plan. The Compensation Committee can, from time to time, recommend
Awards to any director, officer, employee or any individual, company or other
person engaged to provide ongoing valuable services to PolyMet (a Consultant),
or to a person otherwise approved by the Compensation Committee (any such person
or company is called an Eligible Person).
Number
of Securities Issued or Issuable. The maximum number of Common Shares
issuable under the Omnibus Plan will be 10% of all issued and outstanding Common
Shares; of which 3,640,000 Common Shares are reserved for issuance as Bonus
Shares. A further 2,500,000 common shares are reserved for issuance
pursuant to the exemption under section 613(c) of the TSX Company Manual as an
inducement to Mr. Cherry entering into full time employment with PolyMet.
For
purposes of the above, if an Award entitles the holder to receive or purchase
Common Shares, the number of Common Shares covered by such Award or to which
such Award relates will be counted on the date of grant of such Award against
the aggregate number of Common Shares available for granting Awards under the
Omnibus Plan. Every Common Share subject to an Award that is an option or a
stock appreciation right will be counted against the limit as one (1) Common
Share.
Any
Common Shares that are used by a Participant (as defined below) as full or
partial payment to PolyMet of the purchase price relating to an Award will again
be available for granting Awards under the Omnibus Plan. If an outstanding Award
for any reason expires or is terminated or cancelled without having been
exercised or settled in full, or if Common Shares acquired pursuant to an Award
subject to forfeiture or repurchase are forfeited or repurchased by PolyMet for
an amount not greater than the Participants purchase price, the Common Shares
will again be available for issuance under the Omnibus Plan. Common Shares will
not be deemed to have been issued pursuant to the Omnibus Plan with respect to
any portion of an Award that is settled in cash.
Maximum
Grant to Insiders or any one Participant. The aggregate number of Common
Shares issuable to all persons to whom Awards have been granted under the
Omnibus Plan (a Participant) that are insiders, pursuant to the Omnibus Plan
or issuable in any one year period to persons that are insiders, when combined
with all other previously established and outstanding or proposed share
compensation arrangements, cannot exceed 10% of the total number of outstanding
Common Shares (on a non-diluted basis) excluding Common Shares that may be
issued as Performance Awards (which include, for greater certainty, those Common
Shares issuable under PolyMets existing Share Bonus Plan). The maximum number
of Common Shares issuable to any one Participant pursuant to this Plan within any one year period shall not, in aggregate,
exceed 5% of the total number of outstanding Common Shares.
24
Maximum
Grant to Independent Directors. The aggregate number of Common Shares
issuable to any one Participant that is an independent director of PolyMet,
pursuant to the Omnibus Plan or when combined with all other previously
established and outstanding or proposed share compensation arrangements, cannot
exceed 1% of the total number of outstanding Common Shares (on a non-diluted
basis), excluding Common Shares reserved for issuance to such Participant at a
time when such Participant was not an independent director of PolyMet and
excluding Common Shares that may be issued under PolyMets existing Bonus Plan.
Maximum
Grant to Any One Participant. Subject to the restrictions set forth under
Maximum Grant to Insiders and Maximum Grant to Independent Directors the
aggregate number of Common Shares issuable to any one Participant, pursuant to
the Omnibus Plan in any fiscal year of PolyMet or when combined with all other
previously established and outstanding or proposed share compensation
arrangements, cannot exceed, in aggregate, 5% of the total number of outstanding
Common Shares.
Notwithstanding
any other granting provision, the aggregate number of Common Shares issuable
under the Omnibus Plan for U.S. Qualified Incentive Stock Options is equal to
the maximum number of Common Shares subject to the Omnibus Plan, and for greater
certainty cannot exceed 25 million Common Shares, subject to adjustment
provisions in the Omnibus Plan and subject to the provisions of section
422 and 424 of the U.S. Internal Revenue Code.
Exercise
Price of Options. The exercise price per Common Share for options is fixed
by the Compensation Committee. Under no circumstances can the exercise price at
the time of grant be less than the closing United States dollar trading price of
the Common Shares on the NYSE MKT (formerly the NYSE Amex Stock Exchange) on the
previous day of the date of grant.
In
addition, if any Participant who is a citizen or resident of the U.S. to whom an
incentive stock option for the purposes of section 422 of the U.S. Internal
Revenue Code (a U.S. Qualified Incentive Stock Option) is to be granted under
the Omnibus Plan, and at the time of the grant the Participant is an owner of
shares possessing more than 10% of the total combined voting power of all
classes of the Common Shares, then special provisions will be applicable to the
U.S. Qualified Incentive Stock Option granted to such individual. These special
provisions applicable only to U.S. Qualified Incentive Stock Options will be:
(a) the exercise price (per Common Share) cannot be less than 110% of the fair
market value of one Common Share at the time of grant; and (b) the option
exercise period cannot exceed five years from the date of grant.
Vesting
of Options. Vesting is at the discretion of the Compensation Committee.
However, if a Participants employment is terminated by PolyMet without cause,
or a Participants contract as a consultant is terminated by PolyMet before its
normal termination date without cause, or a change of control of PolyMet occurs
then all unvested Options will vest on the date of termination or change of
control, as the case may be.
Term
of Options. The term of options granted will be determined by the
Compensation Committee and specified in the option agreement pursuant to which
such option is granted, provided that the date cannot be later than the earlier
of (i) the date which is the 10th anniversary of the date on which such option
is granted, and (ii) the latest date permitted under the applicable rules and
regulations of all regulatory authorities to which PolyMet is subject. In
addition, the term of the options will be extended if the expiry date occurs
during or within nine business days following the end of a blackout period (the
interval of time during which PolyMet determines that one or more Participants
cannot trade any securities because they may be in possession of undisclosed
material information). In such circumstances, the options will be extended to
the date, which is ten business days following the end of the blackout period.
No U.S. Qualified Incentive Stock Option can be granted more than ten years
after the earlier of (a) the date on which the Omnibus Plan was adopted by the
Board; or (b) the date on which the Omnibus Plan was approved by PolyMets
Shareholders.
Exercise
of Options. Options may be exercised by a Participant: (i) upon payment of
the exercise price; (ii) by arrangements made between PolyMet and a broker
chosen by the Participant by which the broker pays PolyMet the exercise price of
the Options that are exercised upon the sale of the Common Shares issued upon
the exercise of the Options; or (iii) with the approval of the Compensation
Committee, at the election of the Participant, by payment by PolyMet to the
Participant of an amount equal to the difference between the exercise price and
the Market Price of the Common Shares to be issued on the exercise of the Option
or by the issue of Common Shares to the Participant having a Market Price equal to the difference
between the exercise price and the Market Price of the Common Shares to be
issued on the exercise of the Option.
25
Stock
Appreciation Rights. The Compensation Committee is authorized to grant Stock
Appreciation Rights to Eligible Persons subject to the terms and conditions of
the Omnibus Plan. For Stock Appreciation Rights granted under the Omnibus Plan,
the Participant, upon exercise of the Stock Appreciation Right, has the right to
receive, as determined by the Compensation Committee, cash or a number of Common
Shares equal to the excess of: (a) the Market Price of one Common Share on the
date of exercise (or, if the Compensation Committee so determines at any time
during a specified period before or after the date of exercise), and; (b) the
grant price of the Stock Appreciation Right as determined by the Compensation
Committee, which grant price cannot be less than 100% of the Market Price of one
Common Share on the date of grant of the Stock Appreciation Right.
The
term of the Stock Appreciation Right granted will be determined by the
Compensation Committee and specified in the Award agreement pursuant to which
such Stock Appreciation Right is granted, provided that the date cannot be later
than the earlier of (i) the date which is the seventh anniversary of the date on
which such Stock Appreciation Right is granted, and (ii) the latest date
permitted under the applicable rules and regulations of all regulatory
authorities to which PolyMet is subject.
Restricted
Stock. The Compensation Committee is authorized to grant Restricted Stock to
Eligible Persons under the Omnibus Plan. The Common Shares of restricted stock
will be subject to such restrictions as the Compensation Committee may impose
(including, without limitation, a restriction on or prohibition against the
right to receive any dividend or other right or property with respect thereto),
which restrictions may lapse separately or in combination at such time or times,
in such instalments or otherwise as the Compensation Committee determines.
Restricted
Stock Unit. The Compensation Committee is authorized to grant Restricted
Stock Units to Eligible Persons under the Omnibus Plan. A Restricted Stock Unit
Award will be subject to a Restricted Stock Unit Award agreement containing such
terms and conditions, not inconsistent with the provisions of the Omnibus Plan,
as the Compensation Committee determines.
Performance
Awards. The Compensation Committee is authorized to grant Performance Awards
to Eligible Persons under the Omnibus Plan. A Performance Award granted under
the Omnibus Plan (i) may be denominated or payable in cash, Common Shares
(including, without limitation, Restricted Stock and Restricted Stock Units),
other securities, other Awards or other property, and (ii) will confer on the
holder thereof the right to receive payments, in whole or in part, upon the
achievement of such performance goals during such performance periods as the
Compensation Committee establishes. Subject to the terms of the Omnibus Plan,
the performance goals to be achieved during any performance period, the length
of any performance period, the amount of any Performance Award granted, the
amount of any payment or transfer to be made pursuant to any Performance Award
and any other terms and conditions of the Performance Award will be determined
by the Compensation Committee.
Other
Stock-Based Awards. The Compensation Committee is authorized to grant to an
Eligible Person, subject to the terms of the Omnibus Plan, such other Awards
that are denominated or payable in, valued in whole or in part by reference to,
or otherwise based on or related to, Common Shares (including, without
limitation, securities convertible into Common Shares), as are deemed by the
Compensation Committee to be consistent with the purpose of the Omnibus
Plan.
Termination
of Options. Except as may be determined by the Compensation Committee or the
Board of Directors; (i) if a Participant resigns or a Participants contract as
a consultant terminates at its normal termination date, then all Options granted
to such Participant expire 30 days after the date of resignation or termination;
(ii) if a Participants employment is terminated by PolyMet without cause, or a
Participants contract as a Consultant is terminated by PolyMet before its
normal termination date without cause, then the Option will expire 180 days
after the date of termination; (iii) if a Participants employment is terminated
by PolyMet for cause, or a Participants contract as a consultant is terminated
by PolyMet before its normal termination date for cause, then the Option will
expire on the eighth day following the date of termination; (iv) if a
Participants contract as a consultant is frustrated before its normal
termination date due to permanent disability, then the Option will expire 180
days after the date of frustration; (v) if a Participants employment ceases due
to permanent disability, then the Option will continue to become exercisable
until the Expiry Date; (vi) if a Participant retires upon attaining the
mandatory or early retirement age established by PolyMet from time to time, then
the Option will expire on the Expiry Date; and (vii) if a Participant dies, then
the Option will continue to become exercisable during the period ending on the
earlier of (i) 12 months after the death of the Participant and (ii) the Expiry
Date.
26
Termination
of Stock Appreciation Rights. Stock Appreciation Rights will terminate on
the earlier of the date determined by the Compensation Committee and specified
in the award agreement or the seventh anniversary from the date granted.
However, if a Participant ceases to be an Eligible Person for any reason, other
than the death of the Participant or termination of the Participant for cause,
the Stock Appreciation Rights will terminate on the date which is 180 days
following the date of termination of the Participants directorship, active
employment or active engagement, as applicable, with PolyMet, or such earlier or
later date as the Compensation Committee may determine but no later than the
Expiry Date. If the Participant is terminated as a director, officer, employee
or consultant of PolyMet for cause, Stock Appreciation Rights will terminate on
the date of notice of such termination, specifically without regard to any
period of reasonable notice or any salary continuance. If a Participant dies,
then the Stock Appreciation Rights will continue to become exercisable during
the period ending on the earlier of (i) 12 months after the death of the
Participant and (ii) the Expiry Date.
Change
in Status. A change in the status, office, position or duties of a
Participant from the status, office, position or duties held by such Participant
on the date on which the Award was granted to such Participant will not result
in the termination of the Award granted to such Participant provided that such
Participant remains an Eligible Person.
Assignability.
Awards granted under the Omnibus Plan are non-transferable and
non-assignable to anyone other than to a permitted assign as defined in the
Omnibus Plan.
Procedure
for Amending. The Compensation Committee has the right at any time to amend
the Omnibus Plan or any Award agreement under the Omnibus Plan provided that
shareholder approval has been obtained by ordinary resolution, including any
amendment that would: (i) increase the number of Common Shares, or rolling
maximum percentage, reserved for issuance under the Omnibus Plan; (ii) reduce
the exercise price per Common Share under any option or Stock Appreciation Right
or cancel any option or Stock Appreciation Right and replace such option or
Stock Appreciation Right with an option or Stock Appreciation Right with a lower
exercise price per Common Share; (iii) extend the term of an Award beyond its
original expiry time; (iv) increase the limit on the participation by
independent directors in the Omnibus Plan; or (v) permit an Award to be
transferable or assignable to any person other than in accordance with the
Omnibus Plan.
Notwithstanding
the foregoing, shareholder approval is not required for amendments of a clerical
nature, amendments to reflect any regulatory authority requirements (including
the Stock Exchanges), amendments to vesting provisions of option agreements,
amendments to the expiry date of options so long as such amendments do not
extend options past the original date of expiration, and any amendments which
provide for a cashless exercise feature with respect to an option so long as the
feature provides for the full deduction of the number of underlying Common
Shares from the total number of Common Shares subject to the Omnibus Plan.
Financial
Assistance. PolyMet does not provide financial assistance to Participants to
facilitate the purchase of Common Shares upon the exercise of options granted
under the Omnibus Plan. However, there may be certain financial assistance
provided by PolyMet for other types of Awards, subject to applicable law and the
rules and policies of any securities regulatory authority or stock exchange with
jurisdiction over PolyMet.
Other
Material Information. Appropriate adjustments to the Omnibus Plan and to
Awards granted thereunder are to be made to give effect to adjustments in the
number and type of Common Shares (or other securities or other property)
resulting from subdivisions, consolidations, substitutions, or reclassifications
of Common Shares, payment of stock dividends or other changes in PolyMets
capital. In the event of any merger, acquisition, amalgamation, arrangement or
other scheme of reorganization that results in a change of control, the
Compensation Committee will, in an appropriate and equitable manner: (i)
determine the purchase price or exercise price with respect to any Award,
provided, however, that the number of Common Shares covered by any Award
or to which such Award relates is always a whole number; or (ii) determine the
manner in which all unexercised option rights granted under the Omnibus Plan
will be treated; (iii) offer any Participant the opportunity to obtain a new or
replacement option over any securities into which the Common Shares are changed
or are convertible or exchangeable, on a basis proportionate to the number of
Common Shares under option and the exercise price (and otherwise substantially
upon the terms of the option being replaced, or upon terms no less favourable to
the Participant); or (iv) commute for or into any other security or any other
property or cash, any option that is still capable of being exercised, upon
giving to the Participant to whom the Award has been granted at least 30 days
written notice of its intention to commute the option, and during such period of
notice, the option, to the extent it has not been exercised, can be exercised by
the Participant without regard to any vesting conditions attached thereto, and
on the expiry of such period of notice, the unexercised portion of the option
will lapse and be cancelled.
27
Control
Change and Going Private Transaction. In addition to the foregoing, in the
event of a transaction that, if completed could result in a change of control
(including a take over bid), a Participant may exercise all Options granted to
the Participant, but only for the purposes of participating in such transaction.
In the event all of the equity interests in PolyMet are acquired without the
substitution of an equivalent equity interest (a going private transaction),
PolyMet may terminate the Options at the time of and subject to the completion
of such going private transaction by giving at least 10 days prior written
notice of such termination to the Participant and paying to the Participant at
the time of completion of such going private transaction an amount equal to the
fair value of such Option as determined by a recognized investment dealer in
Canada as selected by the Compensation Committee for this purpose.
Share Bonus Plan
In
2003, PolyMet established the Share Bonus Plan for its directors and key
employees and consultants (the Key Employees). The directors and Key Employees
are collectively referred to as the Share Bonus Plan Participants. The Share
Bonus Plan provides for the Common Shares to be issued to the Share Bonus Plan
Participants upon PolyMet reaching certain identifiable milestones in its
business plan, and is intended to reward the Share Bonus Plan Participants for
their unique expertise and experience in achieving these milestones. The Board
of Directors is of the view that, from a corporate governance perspective, it is
more appropriate to provide a reward mechanism of this nature than to provide
incentives to its Key Employees exclusively in the form of incentive stock
options or other awards granted under the Omnibus Plan, since the share price
can vary in accordance with a range of external factors not related to the
performance of management and its Key Employees.
The
Share Bonus Plan was initially adopted by the Board of Directors on November 5,
2003 and was approved by 98.42% of the disinterested shareholders at the Annual
General and Special Meeting held on May 28, 2004.
On
November 4, 2004, PolyMet adopted, and the shareholders approved, revisions to
the existing Share Bonus Plan which limited the aggregate number of shares that
may be issued under the Share Bonus Plan and PolyMets Incentive Stock Option
plan to not more than 20% of the issued shares from time to time. As a result,
at that time, the number of shares issuable under the Share Bonus Plan was
limited to Milestones l and 2, for an aggregate number of 2,890,000 Common
Shares. Milestone 1 and Milestone 2 have been reached and the 2,890,000 shares
issuable upon the achievement of Milestone 1 and Milestone 2 have been
issued.
At
the Annual General and Special Meeting held on June 21, 2006, 98.82% of the
disinterested shareholders approved the issue of a total of 2,350,000 shares to
the Share Bonus Plan Participants upon the attainment of Milestone 3 -
completion of a bankable feasibility study which indicates that production from
the NorthMet Property is commercially feasible. Milestone 3 was met on October
24, 2006 and the 2,350,000 shares issuable upon the achievement of Milestone 3
have been issued.
At
our Annual General and Special Meeting held on June 27, 2007, 97.83% of our
disinterested shareholders approved PolyMets Omnibus Plan. The Omnibus Plan
provided for the issuance of a total of 5,940,000 common shares under the Share
Bonus Plan, of which 3,640,000 common shares remain to be issued upon
achievement of Milestone 4.
At the Annual General and Special Meeting held on
June 17, 2008, 84.13% of the disinterested shareholders approved the
issuance of 3,640,000 shares of PolyMet under the Share Bonus Plan upon PolyMet
reaching Milestone 4 commencement of commercial production for the NorthMet
Property.
28
Outstanding share-based awards and option-based awards to
NEOs
The
following table provides a summary of outstanding share-based awards and
option-based awards as at January 31, 2015 for the NEOs:
|
|
Option-based Awards |
|
Share-based Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market or |
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
payout value |
|
|
Number of securities |
|
|
|
|
|
|
|
Value of vested |
|
shares or |
|
of share-based |
|
|
underlying unexercised |
|
|
|
Option |
|
|
|
unexercised in- |
|
units |
|
awards that |
|
|
options (#) |
|
|
|
exercise |
|
Option |
|
the-money |
|
of shares |
|
have not |
Name and |
|
|
|
|
|
price |
|
expiration |
|
options |
|
that have not |
|
vested |
Principal
Position |
|
Unvested |
|
Vested |
|
(US$) |
|
date |
|
(US$)(1) |
|
vested (#)(2) |
|
(US$) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jonathan Cherry |
|
833,333 |
|
1,666,667 |
|
0.7613 |
|
Jun. 21, 2022 |
|
481,167 |
|
438,978 |
|
460,927 |
President and CEO |
|
Nil |
|
562,000 |
|
0.9800 |
|
Jan. 17, 2024 |
|
39,340 |
|
|
|
|
|
|
Nil |
|
502,000 |
|
1.0700 |
|
Jan. 5, 2020 |
|
Nil |
|
|
|
|
Douglas Newby |
|
Nil |
|
210,000 |
|
C$1.1793 |
|
Sept. 19, 2015 |
|
24,927 |
|
185,803 |
|
195,093 |
CFO |
|
Nil |
|
100,000 |
|
C$0.9972 |
|
Dec. 5, 2015 |
|
26,251 |
|
|
|
|
|
|
Nil |
|
500,000 |
|
C$2.3932 |
|
Mar. 20, 2016 |
|
Nil |
|
|
|
|
|
|
Nil |
|
200,000 |
|
1.0318 |
|
Mar. 8, 2022 |
|
3,640 |
|
|
|
|
|
|
Nil |
|
100,000 |
|
0.7977 |
|
Jan. 7. 2023 |
|
25,230 |
|
|
|
|
|
|
Nil |
|
219,000 |
|
0.9800 |
|
Jan. 17, 2024 |
|
15,330 |
|
|
|
|
|
|
Nil |
|
213,000 |
|
1.0700 |
|
Jan. 5, 2020 |
|
Nil |
|
|
|
|
Bradley Moore |
|
100,000 |
|
200,000 |
|
1.8816 |
|
Jan. 25, 2021 |
|
Nil |
|
97,625 |
|
102,506 |
Executive Vice President, |
|
Nil |
|
100,000 |
|
1.0318 |
|
Mar. 8, 2022 |
|
1,820 |
|
|
|
|
Environmental and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Governmental Affairs |
|
Nil |
|
160,000 |
|
0.9800 |
|
Jan. 17, 2024 |
|
11,200 |
|
|
|
|
|
|
Nil |
|
138,000 |
|
1.0700 |
|
Jan. 5, 2020 |
|
Nil |
|
|
|
|
Andrew Ware |
|
50,000 |
|
50,000 |
|
0.9972 |
|
Apr. 3, 2023 |
|
2,640 |
|
62,464 |
|
65,587 |
Chief Geologist |
|
|
|
85,000 |
|
0.9800 |
|
Jan. 17, 2024 |
|
5,950 |
|
|
|
|
|
|
|
|
109,000 |
|
1.0700 |
|
Jan. 5, 2020 |
|
Nil |
|
|
|
|
Bruce Richardson |
|
50,000 |
|
50,000 |
|
0.8200 |
|
Oct. 2, 2023 |
|
11,500 |
|
42,192 |
|
44,302 |
Vice President, Corp |
|
Nil |
|
28,000 |
|
0.9800 |
|
Jan. 17, 2024 |
|
1,960 |
|
|
|
|
Communications and |
|
Nil |
|
107,000 |
|
1.0700 |
|
Jan. 5, 2020 |
|
Nil |
|
|
|
|
External Affairs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes: |
(1) |
Represents the cumulative value of unexercised
in-the-money options at January 31, 2015 for each NEO. |
|
(2) |
Represents Restricted Stock, and Restricted
Stock Units. |
Incentive plan awards - value vested or earned during the
year to NEOs
The
following table represents the aggregate dollar value that would have been
realized if the stock options under the option based award had been exercised on
the vesting date by taking the difference between the market price of the common
shares of the Company and the exercise price of the stock options under the
option based award on the vesting date:
Name
and Principal Position |
|
Option-based awards - Value vested during
the year (US$) |
|
Share-based awards -Value vested during the
year (US$) |
|
Non-equity incentive plan
compensation -Value
earned during the year (US$) |
|
|
|
|
|
|
|
Jonathan Cherry President and CEO |
|
Nil |
|
211,800 |
|
159,500 |
|
|
|
|
|
|
|
Douglas Newby CFO |
|
Nil |
|
106,800 |
|
67,700 |
|
|
|
|
|
|
|
Bradley Moore Executive Vice President,
Environmental and Governmental Affairs |
|
Nil |
|
77,200 |
|
44,000 |
|
|
|
|
|
|
|
Andrew Ware Chief Geologist |
|
Nil |
|
35,300 |
|
34,600 |
|
|
|
|
|
|
|
Bruce Richardson Vice President, Corp
Communications and External Affairs |
|
Nil |
|
34,600 |
|
34,000 |
29
Employment Contracts and Termination and Change in Control
Entitlements
PolyMet
believes that severance and change of control benefits are necessary in order to
attract and retain high caliber executive talent and to protect the Companys
interests. Severance and change in control benefits are negotiated and set with
regard to the experience level of the individual, the complexity of the position
and other relevant market factors.
With
respect to change in control benefits, PolyMet provides compensation if an NEO
is terminated in connection with a change of control transaction on a double
trigger basis, meaning that before such executive can receive compensation: (i)
a change in control must occur; and (ii) within 90 days of such change of
control, the NEOs employment must be terminated for good reason or without
cause. Change of control benefits are granted to motivate the NEOs to act in
the best interests of the shareholders by removing the distraction of
post-change of control uncertainties faced by executive officers with regard to
their continued employment and compensation. PolyMet believes that the double
trigger change of control compensation is consistent with market practices and
is attractive in maintaining continuity and retention of key management
personnel.
Jonathan
Cherry is the President and Chief Executive Officer. Mr. Cherry is entitled to
an annual salary of $350,000 plus an annual cash bonus as determined by the
Compensation Committee in its sole discretion. The agreement with Mr. Cherry
also contains provisions for payments on termination of his employment and
confidentiality and non-competition provisions (within 50 miles of any location
worldwide in which PolyMet has engaged in business). The termination payment is
equal to 2.99 times the highest annual salary based on the highest monthly
salary during the previous 36 months, pro rata bonus using the highest annual
bonus during the previous two years or average annual bonus during the previous
three years, and health insurance benefits.
Douglas
Newby is the Chief Financial Officer. Mr. Newby is entitled to an annual salary
of $250,000 plus an annual cash bonus as determined by the Compensation
Committee in its sole discretion. In addition, Mr. Newby is entitled to a bonus
of not less than $100,000 upon obtaining and approving a commitment for senior
construction financing. The agreement with Mr. Newby also contains provisions
for payments on termination of his employment and confidentiality and
non-competition provisions (within 500 kilometers of any mineral property in
which PolyMet has an interest). The termination payment is equal to 3.00 times
the highest annual salary based on the highest monthly salary during the
previous 36 months, 3.00 times the highest annual bonus during the previous two
years or average annual bonus during the previous three years (excluding the
financing bonus), and pension and health insurance benefits.
Bradley
Moore is the Executive Vice President, Environmental and Governmental Affairs.
Mr. Moore is entitled to an annual salary of $200,000 plus an annual cash bonus
as determined by the Compensation Committee in its sole discretion. The
agreement with Mr. Moore also contains provisions for payments on termination of
his employment and confidentiality and non-competition provisions (within 50
kilometers of any mineral property in which PolyMet has an interest). The
termination payment is equal to 2.00 times the highest annual salary based on
the highest monthly salary during the previous 36 months, 2.00 times the highest
annual bonus during the previous two years or average annual bonus during the
previous three years, and pension and health insurance benefits.
Andrew
Ware is the Chief Geologist. Mr. Ware is entitled to an annual salary of
$150,000 plus an annual cash bonus as determined by the Compensation Committee
in its sole discretion. The agreement with Mr. Ware does not contain any
provisions for payments on termination of his employment or confidentiality and
non-competition provisions.
Bruce
Richardson is the Vice President, Corp Communications and External Affairs. Mr.
Richardson is entitled to an annual salary of $150,000 plus an annual cash bonus
as determined by the Compensation Committee in its sole discretion. The
agreement with Mr. Richardson does not contain provisions for payments on
termination of his employment or confidentiality and non-competition provisions.
30
The
following table shows the estimated compensation for salary and cash bonuses
where an NEO is terminated without cause or following a change in control as if
the termination occurred on January 31, 2015:
Named Executive Officer
|
Title
|
Termination Without Cause
(US$)
|
Termination Change in
Control (US$) |
Jonathan Cherry |
President and Chief Executive Officer |
1,050,000 |
1,050,000 |
Douglas Newby |
Chief Financial Officer |
750,000 |
750,000 |
Bradley Moore |
Executive Vice President, Environmental and
Governmental Affairs |
400,000 |
400,000 |
Andrew Ware |
Chief Geologist |
Nil |
Nil |
Bruce Richardson |
Vice President, Corp Communications and
External Affairs |
Nil |
Nil |
Severance
benefits are appropriate, particularly with respect to a termination without
cause, since this provides PolyMet with certainty and the flexibility to make
changes in executive management if such change is in the shareholders best
interests.
Director Compensation
The
following table sets forth all annual compensation paid to directors of PolyMet
during the year ended January 31, 2015, other than Mr. Jonathan Cherry whose
compensation as a director is fully reflected in the summary compensation table
for NEOs.
Director Name
|
Fees Earned
(US$)
|
Option
Awards (#)
|
Option
Awards
(US$)(1) |
Share-based
Awards
(US$)(3) |
All other
Compensation
(US$) |
Total (US$)
|
Matthew Daley |
20,000 |
250,000(2) |
84,000 |
25,500 |
Nil |
129,500 |
Dr. David Dreisinger |
40,000 |
Nil |
Nil |
25,500 |
Nil |
65,500 |
W. Ian L. Forrest |
50,000 |
Nil |
Nil |
25,500 |
Nil |
75,500 |
Alan R. Hodnik |
40,000 |
Nil |
Nil |
25,500 |
Nil |
65,500 |
William Murray |
40,000 |
Nil |
Nil |
25,500 |
Nil |
65,500 |
Stephen Rowland |
40,000 |
Nil |
Nil |
25,500 |
Nil |
65,500 |
Michael M. Sill |
40,000 |
Nil |
Nil |
25,500 |
Nil |
65,500 |
Notes: |
(1) |
The fair value of each option is estimated as at the date
of grant using the Black-Scholes pricing model. |
|
(2) |
Mr. Daley was granted 250,000 stock options on July 9,
2014 with immediate vesting. These options expire July 9, 2024 and have an
exercise price of $1.0700. The fair value of $84,000 was determined using
the following key assumptions: risk free interest rate of 0.51%, expected
dividend yield of zero, expected forfeiture rate of zero, expected
volatility of 56.33%, and estimated life of 2.00 years. |
|
(3) |
Each director was granted 23,809 restricted share units
on January 5, 2015 valued at $25,500 with vesting on December 1, 2016.
|
31
Outstanding share-based awards and option-based awards to
directors
The
following table provides a summary of out
standing share-based awards and
option-based awards as at January 31, 2015 for the directors:
|
|
Number of securities |
|
|
|
|
|
|
|
|
|
|
|
|
underlying unexercised |
|
|
|
|
|
Value of |
|
Number of |
|
Market or |
|
|
options (#) |
|
|
|
|
|
vested |
|
shares or |
|
payout value |
|
|
|
|
|
|
Option |
|
|
|
unexercised |
|
units |
|
of share-based |
|
|
|
|
|
|
exercise |
|
Option |
|
in-the-money |
|
of shares |
|
awards that |
|
|
|
|
|
|
price |
|
expiration |
|
options |
|
that have not |
|
have not vested |
Director Name |
|
Unvested |
|
Vested |
|
(US$) |
|
date |
|
(US$)(1) |
|
vested (#)(2) |
|
(US$) |
Matthew Daley |
|
Nil |
|
250,000 |
|
1.0700 |
|
Jul 9, 2024 |
|
Nil |
|
23,809 |
|
24,999 |
Dr. David Dreisinger |
|
Nil |
|
150,000 |
|
C$1.1793 |
|
Sep. 19, 2015 |
|
16,595 |
|
53,571 |
|
56,250 |
|
|
Nil |
|
250,000 |
|
C$2.3932 |
|
Mar. 20, 2016 |
|
Nil |
|
|
|
|
|
|
Nil |
|
150,000 |
|
0.7110 |
|
Feb. 17, 2019 |
|
50,850 |
|
|
|
|
|
|
Nil |
|
150,000 |
|
0.7977 |
|
Jan. 7, 2023 |
|
37,845 |
|
|
|
|
|
|
Nil |
|
300,000 |
|
0.9800 |
|
Dec. 16, 2023 |
|
21,000 |
|
|
|
|
W. Ian L. Forrest |
|
Nil |
|
150,000 |
|
C$1.1793 |
|
Sep. 19, 2015 |
|
16,595 |
|
53,571 |
|
56,250 |
|
|
Nil |
|
250,000 |
|
C$2.3932 |
|
Mar. 20, 2016 |
|
Nil |
|
|
|
|
|
|
Nil |
|
150,000 |
|
0.7110 |
|
Feb. 17, 2019 |
|
50,850 |
|
|
|
|
|
|
Nil |
|
300,000 |
|
0.9800 |
|
Dec. 16, 2023 |
|
21,000 |
|
|
|
|
Alan R. Hodnik |
|
Nil |
|
250,000 |
|
1.7689 |
|
Mar. 10, 2021 |
|
Nil |
|
53,571 |
|
56,250 |
|
|
Nil |
|
200,000 |
|
1.0318 |
|
Mar. 8, 2022 |
|
3,640 |
|
|
|
|
|
|
Nil |
|
300,000 |
|
0.9800 |
|
Dec. 16, 2023 |
|
21,000 |
|
|
|
|
William Murray |
|
Nil |
|
300,000 |
|
C$1.1793 |
|
Sep. 19, 2015 |
|
33,189 |
|
93,825 |
|
98,516 |
|
|
Nil |
|
450,000 |
|
C$2.3932 |
|
Mar. 20, 2016 |
|
Nil |
|
|
|
|
|
|
Nil |
|
200,000 |
|
0.7110 |
|
Feb. 17, 2019 |
|
67,800 |
|
|
|
|
|
|
Nil |
|
150,000 |
|
0.8237 |
|
Jul. 11, 2022 |
|
33,945 |
|
|
|
|
|
|
Nil |
|
300,000 |
|
0.9800 |
|
Dec. 16, 2023 |
|
21,000 |
|
|
|
|
Stephen Rowland |
|
Nil |
|
250,000 |
|
1.0318 |
|
Mar. 8, 2019 |
|
4,550 |
|
53,571 |
|
56,250 |
|
|
Nil |
|
300,000 |
|
0.9800 |
|
Dec. 16, 2023 |
|
21,000 |
|
|
|
|
|
|
Nil |
|
200,000 |
|
0.9300 |
|
Jan. 9, 2024 |
|
24,000 |
|
|
|
|
Michael M. Sill |
|
Nil |
|
250,000 |
|
1.7689 |
|
Mar. 10, 2021 |
|
Nil |
|
53,571 |
|
56,250 |
|
|
Nil |
|
200,000 |
|
1.0318 |
|
Mar. 8, 2022 |
|
3,640 |
|
|
|
|
|
|
Nil |
|
300,000 |
|
0.9800 |
|
Dec. 16, 2023 |
|
21,000 |
|
|
|
|
Notes: |
(1) |
Represents the cumulative value of unexercised
in-the-money options at January 31, 2015 for each director. |
|
(2) |
Represents Restricted Stock, and Restricted
Stock Units. |
Incentive plan awards - value vested or earned during the
year for directors
The
following table represents the aggregate dollar value that would have been
realized if the stock options under the option based award had been exercised on
the vesting date by taking the difference between the market price of the common
shares of the Company and the exercise price of the stock options under the
option based award on the vesting date:
|
|
|
|
|
|
Non-equity incentive plan |
|
|
Option-based awards - Value |
|
Share-based awards -Value |
|
compensation -Value earned |
|
|
vested during the year |
|
vested during the year |
|
during the year |
Director
Name |
|
(US$) |
|
(US$) |
|
(US$) |
Matthew Daley |
|
Nil |
|
Nil |
|
Nil |
|
|
|
|
|
|
|
Dr. David Dreisinger |
|
Nil |
|
Nil |
|
Nil |
|
|
|
|
|
|
|
W. Ian L. Forrest |
|
Nil |
|
Nil |
|
Nil |
|
|
|
|
|
|
|
Alan R. Hodnik |
|
Nil |
|
Nil |
|
Nil |
|
|
|
|
|
|
|
William Murray |
|
Nil |
|
Nil |
|
Nil |
|
|
|
|
|
|
|
Stephen Rowland |
|
Nil |
|
Nil |
|
Nil |
|
|
|
|
|
|
|
Michael M. Sill |
|
Nil |
|
Nil |
|
Nil |
32
Securities Authorized for Issuance Under Equity
Compensation Plans
The
following table provides an aggregate summary of information with respect to the
compensation plans under which equity securities are authorized for issuance in
effect as of January 31, 2015:
Plan Category |
Number of securities to be
issued upon exercise of outstanding options and
rights under compensation plans as at January 31,
2015 |
Weighted-average exercise
price of outstanding options and rights under
compensation plans as at January 31, 2015 (US$)
|
Number of securities remaining
available for future issuance under equity
compensation plans (excluding securities reflected
in first column) under compensation plans as at
January 31, 2015 (4) |
|
|
|
|
Equity compensation plans approved by
securityholders (1) |
20,364,935 |
1.31 |
3,630,202 |
|
|
|
|
Equity compensation plans approved by
securityholders (2) |
3,640,000 |
N/A |
Nil |
|
|
|
|
Equity compensation plans not approved by
securityholders (3) |
2,500,000 |
0.76 |
Nil |
|
|
|
|
Total |
26,504,935 |
N/A |
3,630,202
|
Notes: |
(1) |
Includes the Omnibus Plan. |
|
(2) |
Includes the Share Bonus Plan. |
|
(3) |
On June 21, 2012, Mr. Cherry was granted 2,500,000
options pursuant to the exception under section 613(c) of the TSX Company
Manual. 833,334 options vested on June 21, 2012, 833,333 options vested
December 6, 2013; and 833,333 options will vest upon receipt of permits
needed to commence construction of the NorthMet Project. |
|
(4) |
Based on 10% of the Corporations issued and outstanding
shares as at January 31, 2015 less options, bonus shares, restricted
shares and restricted share units outstanding as at January 31, 2015.
2,500,000 options are excluded pursuant to the exception under section
613(c) of the TSX Company Manual. |
STATEMENT ON CORPORATE GOVERNANCE
On
June 30, 2006, National Instrument 58-101 - Disclosure of Corporate
Governance Practices (the Disclosure Instrument) and National Policy
58-201 - Corporate Governance Guidelines came into force in every
province and territory in Canada.
PolyMets
Corporate Governance Disclosure in the form required by the Disclosure
Instrument is set out in Schedule A to this Management Proxy Circular.
The
Common Shares are listed on NYSE MKT (formerly the NYSE Amex). Section 110 of
the NYSE MKT Company Guide permits NYSE MKT to consider the laws, customs and
practices of a non-U.S. issuer in relaxing certain NYSE MKT listing criteria,
and to grant exemptions from NYSE MKT listing criteria based on these
considerations. PolyMet has obtained relief under this provision. Section 123 of
the NYSE MKT Company Guide requires a quorum of not less than 33-1/3 of a listed
company's shares issued and outstanding entitled to vote at a meeting of
shareholders. Under PolyMets Articles the quorum for the Meeting is two of the
shareholders present in person or by proxy holding or representing more than 5%
of the Common Shares.
AUDIT COMMITTEE
In
addition, PolyMet is subject to National Instrument 52-110 - Audit
Committees, which has been adopted in various Canadian provinces and
territories and which prescribes certain requirements in relation to audit
committees and defines the meaning of independence with respect to directors.
These reflect current regulatory guidelines of the Canadian Securities
Administrators (CSA) as well as certain U.S. initiatives under the
Sarbanes-Oxley Act of 2002 and adopted corporate governance rules of the
NYSE and NASDAQ National Market.
The
Audit Committee consists of Michael M. Sill (Chair), W. Ian L. Forrest, and Dr.
David Dreisinger, all of whom are independent directors. Mr. Forrest meets the
criteria of an Audit Committee Financial Expert under the applicable rules and
regulations of the SEC and such designation has been ratified by the Board of
Directors.
33
The
Audit Committee oversees auditing procedures, receives and accepts the reports
of the independent chartered accountants, oversees the internal systems of
accounting and management controls, and makes recommendations to the Board of
Directors as to the selection and appointment of the auditors.
The
Audit Committee meets four times a year, at a minimum, and has access to all
officers, management and employees of the Company and may engage advisors or
counsel as deemed necessary to perform its duties and responsibilities as a
committee.
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
No
director, executive officer, proposed nominee for election as a director, nor
any of their respective associates or affiliates is or has been at any time
since the beginning of the last completed financial year indebted to PolyMet.
DIRECTOR AND OFFICER INDEMNIFICATION AND INSURANCE
Indemnification of Directors or Officers
There
is no indemnification payable this financial year to directors or officers of
PolyMet.
Directors and Officers Liability Insurance
In
accordance with the Companys by-laws, PolyMet maintains Director & Officer
Liability insurance policies to provide insurance against possible liabilities
incurred by directors and officers in their capacity as directors and officers
of the Company. The current annual premium of $192,125 is paid by the Company
which provides coverage in the aggregate amount of $30 million per policy
period.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Other
than as disclosed herein, PolyMet is not aware of any material interest, direct
or indirect, involving any director or executive officer or proposed nominee for
election as a director or any shareholder who holds more than 10% of the
outstanding voting securities, or any associate or affiliate of any of the
foregoing, which has been entered into since the commencement of the last
completed financial year or in any proposed transaction which, in either case,
has materially affected or will materially affect PolyMet or any of PolyMets
subsidiaries.
ADDITIONAL INFORMATION
Additional
information relating to PolyMet may be found on the System for Electronic
Document Analysis and Retrieval (SEDAR) at www.sedar.com and on the Electronic Data Gathering,
Analysis and Retrieval system (EDGAR) at www.sec.gov
under the company name PolyMet.
Additional
financial information is provided in the audited consolidated financial
statements and MD&A for the most recently completed financial year. Copies
of the financial statements and MD&A can be obtained by contacting the
Corporate Secretary of PolyMet in writing at First Canadian Place, 100 King
Street West, Suite 5700, Toronto, Ontario M5X 1C7 or by e-mail at
info@polymetmining.com. Copies of such documents will be provided to
shareholders free of charge.
APPROVAL
The
contents and the sending of this Management Proxy Circular have been approved by
the Board of Directors of PolyMet.
DATED at Toronto, Ontario, as of the 20th
day of May, 2015.
|
By Order of the Board of Directors |
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signed Jonathan Cherry |
|
Director, President & Chief Executive
Officer |
34
SCHEDULE A
POLYMET MINING CORP.
CORPORATE GOVERNANCE
DISCLOSURE
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT |
CORPORATE GOVERNANCE PRACTICES
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1. |
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Board of Directors |
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(a) |
Disclose the identity of directors who are independent. |
The Board of Directors have determined that Dr. David
Dreisinger, W. Ian L. Forrest, Alan R. Hodnik, William Murray and Michael
M. Sill are independent. Under the Canadian Securities Administrators
National Instrument 58-101 Disclosure
of Corporate Governance Practices, a director is
independent if he or she has no direct or indirect material relationship
with the Company that could, in the view of the Board of Directors, be
reasonably expected to interfere with the exercise of that directors
independent judgment. |
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(b) |
Disclose the identity of directors who are not
independent, and describe the basis for that determination. |
The Board of Directors have determined that Jonathan
Cherry, Matthew Daley and Stephen Rowland are not independent. Mr. Cherry
serves as the President and Chief Executive Officer. Mr. Rowland and Mr.
Daley are executives of Glencore AG, an insider of PolyMet. |
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(c) |
(c) Disclose whether or not a majority of directors are
independent. |
A majority of the Directors are independent. |
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(d) |
(d) If a director is presently a director of any other
issuer that is a reporting issuer (or the equivalent) in a jurisdiction or
a foreign jurisdiction, identify both the director and the other issuer. |
The Directors who are directors of other reporting
issuers (or the equivalent) are: |
|
Name |
Reporting Issuer |
Dr. David Dreisinger |
Search Minerals, Inc. |
W. Ian L. Forrest
|
Poros SAS Georex SA, France |
William Murray
|
Prospero Silver Corp. Aura Minerals Inc. |
Alan R. Hodnik |
Allete, Inc. Essentia Health |
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(e) |
Disclose whether or not the independent directors hold
regularly scheduled meetings at which non-independent directors and
members of management are not in attendance. If the independent directors
hold such meetings, disclose the number of meetings held since the
beginning of the issuers most recently completed financial year. If the
independent directors do not hold such meetings, describe what the board
does to facilitate open and candid discussion among its independent
directors. |
The independent directors meet without management and
non-independent directors present, at each in person meeting of the Board
and such other times as the independent directors deem necessary. Other
than in person, meetings may also take place formally or informally over
the telephone or electronically by way of e-mail. During the period from
February 1, 2014 to January 31, 2015, the independent directors met in
person without management and the non-independent directors three times. |
A-1
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT |
CORPORATE
GOVERNANCE
PRACTICES
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(f) |
Disclose whether or not the Chair of the board is an
independent director. If the board has a chair or lead director who is an
independent director, disclose the identity of the independent chair or
lead director, and describe his or her role and responsibilities. If the
board has neither a chair that is independent nor a lead director that is
independent, describe what the board does to provide leadership for its
independent directors. |
The Chairman of the Board, W. Ian L. Forrest is an
independent director. |
|
The roles and responsibilities of the Chairman are to
provide effective Board leadership, oversee all aspects of the Companys
direction and administration and ensure that the Board carries out its
responsibilities effectively and build a healthy corporate governance
culture. |
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(g) |
Disclose the attendance record of each director for all
board meetings held since the beginning of the issuers most recently
completed financial year. |
The attendance record of each of the present directors
for all Board of Directors meetings for the period February 1, 2014 to
January 31, 2015 is as follows: |
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Name |
Attendance |
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Jonathan Cherry |
8/8 |
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Matthew Daley |
5/5 (appointed on July 9, 2014) |
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Dr. David Dreisinger |
7/8 |
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W. Ian L. Forrest |
8/8 |
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Alan R. Hodnik |
7/8 |
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William Murray |
6/8 |
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Stephen Rowland |
4/8 |
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Michael Sill |
8/8 |
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2. |
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Board Mandate Disclose the text of the boards
written mandate. If the board does not have a written mandate, describe
how the board delineates its role and responsibilities. |
A copy of the Board Mandate can be found on the Companys
website at www.polymetmining.com. |
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3. |
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Position Descriptions |
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(a) |
Disclose whether or not the board has developed written
position descriptions for the chair and the chair of each board committee.
If the board has not developed written position descriptions for the chair
and/or the chair of each board committee, briefly describe how the board
delineates the role and responsibilities of each such position. |
The Board of Directors have developed a written position
for the Chair and the committee Chairs. The Charter of each committee sets
out the responsibilities, duties and authority of all committee members. |
A-2
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT |
CORPORATE
GOVERNANCE PRACTICES |
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(b) |
Disclose whether or not the board and Chief Executive
Officer have developed a written position description for the Chief
Executive Officer. If the board and Chief Executive Officer have not
developed such a position description, briefly describe how the board
delineates the role and responsibilities of the Chief Executive Officer. |
The Board of Directors and the Chief Executive Officer
have developed a written position description of the Chief Executive
Officer. |
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4. |
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Orientation and Continuing Education |
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(a) |
Briefly describe what measures the board takes to orient
new directors regarding:
(i) the role of the board, its committees and its
directors, and
(ii) the nature and operation of the issuers business. |
New directors receive orientation, commensurate with
their previous experience, on the business, technology and industry and on
the responsibilities of directors. In addition, they also receive a
manual, which includes the Companys charters, mandates, codes and
policies (the Manual).
Orientation as to the nature and operation of the
issuers business occurs through various means, including presentations by
management and employees to give the directors additional insight into the
business. |
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(b) |
Briefly describe what measures, if any, the board takes
to provide continuing education for its directors. If the board does not
provide continuing education, describe how the board ensures that its
directors maintain the skill and knowledge necessary for them to meet
their obligations as directors. |
Continuing education is provided to the directors through
the following means: 1) review and supply of revisions to the Manual; 2)
regular updates on the Companys business; 3) notifications of changes in
regulatory environment or director roles and responsibilities; 4)
encouragement and funding to attend courses and conferences that will
increase their own and the Board of Directors effectiveness.
W. Ian L. Forrest is a member of the Institute of
Chartered Accountants of Scotland. |
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5. |
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Ethical Business Conduct |
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(a) |
Disclose whether or not the board has adopted a written
code for the directors, officers and employees. If the board has adopted a
written code: |
The Board of Directors have adopted a written Code of
Business Conduct and Ethics, (the Code), for its directors, officers and
employees. |
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(i) |
disclose how an interested party may obtain a copy of the
written code. |
A copy of the Code can be found on the Companys website
at www.polymetmining.com. |
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(ii) |
describe how the board monitors compliance with its code,
or if the board does not monitor compliance, explain whether and how the
board ensures compliance with its code; and |
The board monitors compliance with the Code through its
Audit Committee and the Corporate Secretary. In addition to answering
questions or concerns regarding the Code, the Corporate Secretary is
responsible for: investigating possible violations of the Code (in
conjunction with the Audit Committee) and ensuring that new directors,
officers and employees are given a copy of the Code including any
referenced policies. |
A-3
CORPORATE GOVERNANCE
DISCLOSURE REQUIREMENT |
CORPORATE
GOVERNANCE
PRACTICES |
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(iii) |
provide a cross-reference to any material change
report(s) filed since the beginning of the issuers most recently
completed financial year that pertains to any conduct of a director or
executive officer that constitutes a departure from the code. |
No material change reports have been filed by the Company
since February 1, 2014, the beginning of the most recently completed
financial year, that pertain to any conduct of a director or executive
officer that constitutes a departure from the Code. |
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(b) |
Describe any steps the board takes to ensure directors
exercise independent judgement in considering transactions and agreements
in respect of which a director or executive officer has a material
interest. |
The Board of Directors takes measures to exercise
independent judgment in considering transactions and agreements in respect
of which any of the directors or executive officers may have a material
interest. Where appropriate, directors absent themselves from portions of
a meeting of the Board of Directors or of a board committee to allow
independent discussion of points in issue. |
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The Company complies with the relevant provisions under
the Business Corporations Act (British Columbia) dealing with
conflict of interest situations. Through directors and officers
questionnaires and other systems, the Company gathers and monitors
relevant information in relation to potential conflicts of interest a
director or officer may have. |
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(c) |
Describe any other steps the board takes to encourage and
promote a culture of ethical business conduct. |
The board evaluates and ensures the integrity of the
Chief Executive Officer and other executive officers, and ensures that the
Chief Executive Officer and other executive officers create a culture of
integrity and conduct themselves in an ethical manner and in compliance
with applicable laws and rules, audit and accounting principles, and
governing policies. |
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The directors, officers and employees are reminded on an
annual basis that they are responsible for reading, understanding and
complying with the Code and related policies and, in the case of
directors, also with the Board Mandate. |
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6. |
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Nomination of Directors |
The Nominating and Corporate Governance Committee has the
primary responsibility for identifying, evaluating, reviewing and
recommending qualified candidates to serve on the board, including
consideration of any potential conflicts of interest as well as applicable
independence and experience requirements. |
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(a) |
Describe the process by which the board identifies new
candidates for board nomination. |
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In making its recommendations to the board of director
nominees, the Nominating and Corporate Governance Committee considers what
competencies and skills the board as a whole should possess, it assesses
what competencies and skills each existing director possesses, and then it
assesses what competencies and skills each nominee will bring to the board
and whether such nominee is independent and can devote sufficient time and
resources to his or her duties as a board member. |
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(b) |
Disclose whether or not the board has a nominating
committee composed entirely of independent directors. If the board does
not have a nominating committee composed entirely of
independent directors, describe what steps the board takes to encourage an
objective nomination process. |
The Nominating and Corporate Governance Committee
consists of W. Ian L. Forrest (Chair), Alan R. Hodnik and Dr. David
Dreisinger, all of whom are independent directors. Stephen Rowland is an ex-officio member, as he
is not considered independent. |
A-4
CORPORATE GOVERNANCE DISCLOSURE REQUIREMENT |
CORPORATE
GOVERNANCE PRACTICES |
|
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|
The Nominating and Corporate Governance Committee
provides the board with recommendations of each nominee and specify
qualifications, including personal qualities, characteristics, skills,
experience, accomplishments, reputation, current knowledge in the
countries and communities in which PolyMet operates business, as well as
consider the ability to commit adequate time and resources to the Company.
Though Mr. Rowland is not independent as he is an executive of PolyMets
largest shareholder, Mr. Rowland is able to remain objective in the
nominating process by abstaining from certain decisions made in the
process where the Committee feels a potential conflict may arise.
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(c) |
If the board has a nominating committee, describe the
responsibilities, powers and operation of the nominating committee. |
A copy of the Nominating and Corporate Governance
Committee Charter can be found on the Companys website at www.polymetmining.com |
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The Nominating and Corporate Governance Committee has
full access to company books, facilities, records and personnel to allow
it to discharge its responsibilities, and may retain the advice and
assistance of those internal or external legal, accounting or other
advisors it deems necessary or appropriate. |
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7. |
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Compensation |
Compensation for directors and officers is determined by
the Compensation Committee. In determining compensation for the directors,
the Compensation Committee internally reviews director compensation paid
by companies with a comparable profile to PolyMet. In determining
compensation for officers, the Compensation Committee utilizes the process
described in the Management Proxy Circular under the heading Statement of
Executive Compensation - Objectives Executive Compensation. |
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(a) |
Describe the process by which the board determines the
compensation for your companys directors and officers. |
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(b) |
Disclose whether or not the board has a compensation
committee composed entirely of independent directors. If the board does
not have a compensation committee composed entirely of independent
directors, describe what steps the board takes to ensure an objective
process for determining such compensation. |
The Compensation Committee is composed of independent
directors. The members of the Committee are W. Ian L. Forrest, Alan R.
Hodnik, William Murray and Michael Sill. |
|
The Compensation Committee provides the board with
recommendations regarding the appointment, performance, succession and
remuneration of officers, succession and leadership plans, remunerations
and compensation policies. |
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(c) |
If the board has a compensation committee, describe the
responsibilities, powers and operation of the compensation committee. |
A copy of the Compensation Committee Charter can be found
on the Companys website at www.polymetmining.com
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The Compensation Committee has full access to company
books, facilities, records and personnel to allow it to discharge its
responsibilities, and may retain the advice and assistance of those
internal or external legal, accounting or other advisors it deems
necessary or appropriate. |
A-5
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT |
CORPORATE
GOVERNANCE PRACTICES |
|
(d) |
If a compensation consultant or advisor has, at any time
since the beginning of the issuers most recently completed financial
year, been retained to assist in determining compensation for any of the
issuers directors and officers, disclose the identity of the consultant
or advisor and briefly summarize the mandate for which they have been
retained. If the consultant or advisor has been retained to perform any
other work for the issuer, state that fact and briefly describe the nature
of the work. |
Compensation consultant, The Human Well, has been
retained since August, 2012 to assist the Compensation Committee and Board
of Directors in determining salaries, director compensation, cash
incentives and share based incentives and to assess the effectiveness of
PolyMets incentive plans in contributing to corporate performance. The
Human Well will continue to provide PolyMet with these similar
compensation consulting services for the current fiscal year. |
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8. |
|
Other Board Committees - If the board has standing
committees other than the audit, compensation and nominating committees
identify the committees and describe their function. |
The Company has a Safety, Health and Environmental
Committee whose purpose is to ensure that PolyMet conducts its activities
in a way that will promote sustainable development, protect human life and
the preservation of the environment. A copy of the charter can be found on
the Companys website at www.polymetmining.com
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The members of the Safety, Health and Environmental
Committee are Jonathan Cherry, Matthew Daley, Dr. David Dreisinger, Alan
R. Hodnik and Michael M. Sill. |
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The Company also has a Technical Steering Committee whose
purpose is to oversee the development of production of PolyMet mining
projects. The Committee reviews and assess the mine plan, financial model,
project construction and operations. |
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The members of the Technical Steering Committee are
Jonathan Cherry, Matthew Daley, Dr. David Dreisinger, William Murray and
Stephen Rowland. |
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The Company also has a Capital Finance Committee whose
purpose is to oversee the financing and use of proceeds related to PolyMet
mining projects. The Committee reviews and assess the capital needs,
financing plan, agreement terms, and proceeds usage. |
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The members of the Capital Finance Committee are Jonathan
Cherry, W. Ian L. Forrest and Michael M. Sill. |
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The Company also has a Business Development and Risk
Management Committee whose purpose is to oversee the business development
as well as the enterprise risk management of PolyMet. The Committee
reviews and assesses defensive and offensive strategies. The Committee
also reviews and assesses the Companys processes to manage and control
risk, except for risks assigned to other committees of the Board or
retained by the Board. |
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The members of the Business Development and Risk
Management Committee are W. Ian L. Forrest, Alan R. Hodnik and William
Murray. |
A-6
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT |
CORPORATE
GOVERNANCE PRACTICES |
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9. |
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Assessments Disclose whether or not the board,
its committees and individual directors are regularly assessed with
respect to their effectiveness and contribution. If assessments are
regularly conducted, describe the process used for the assessments. If
assessments are not regularly conducted, describe how the board satisfies
itself that it, its committees, and individual directors are performing
effectively. |
The Nominating and Corporate Governance Committee is
mandated to ensure that the contributions of board members, committees of
the board, and the board as a whole, are reviewed on an annual basis. To
facilitate this annual assessment, the Board reviews an Annual Assessment
Report and Questionnaires for the Board and each of its committees. |
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10. |
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Director Term Limits and Other
Mechanisms of Board Renewal - Disclose whether or not the issuer
has adopted term limits for the directors on its board or other mechanisms
of board renewal and, if so, include a description of those director term
limits or other mechanisms of board renewal. If the issuer has not adopted
director term limits or other mechanisms of board renewal, disclose why it
has not done so. |
The Company has not adopted term limits for the Board of
Directors. The Nominating and Corporate Governance Committee considers a
number of factors when re-nominating incumbent directors or nominating new
directors, including (i) personal qualities, characteristics, skills,
experiences, accomplishments and reputation in the business community;
(ii) current knowledge and contacts relevant to the Company's business;
(iii) ability and willingness to commit adequate time and resources to
Board and committee matters; and (iv) compliance with all legal and
regulatory requirements of a Board member. |
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11. |
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Policies Regarding the Representation on the
Board |
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(a) |
Disclose whether the issuer has adopted a written policy
relating to the identification and nomination of women directors. If the
issuer has not adopted such a policy, disclose why it has not done so. |
The Company has not adopted a written policy relating to
the identification and nomination of women directors. The Nominating and
Corporate Governance Committee recommends board nominations based on
qualifications, regardless of gender. The Company values the diversity of
the Board and are committed to providing equal opportunity in all aspects
of the Company. |
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(b) |
If an issuer has adopted a policy referred to in (a),
disclose the following in respect of the policy: (i) a short summary of
its objectives and key provisions, (ii) the measures taken to ensure that
the policy has been effectively implemented, (iii) annual and cumulative
progress by the issuer in achieving the objectives of the policy, and (iv)
whether and, if so, how the board or its nominating committee measures the
effectiveness of the policy. |
N/A |
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12. |
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Consideration of the Representation of Women in
the Director Identification and Selection Process - Disclose
whether and, if so, how the board or nominating committee considers the
level of representation of women on the board in identifying and
nominating candidates for election or re-election to the board. If the
issuer does not consider the level of representation of women on the board in identifying and
nominating candidates for election or re-election to the board, disclose
the issuers reasons for not doing so. |
The Nominating and Corporate Governance Committee
recommends board nominations based on qualifications, regardless of
gender. The Company values the diversity of the Board and are committed to
providing equal opportunity in all aspects of the Company. |
A-7
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT |
CORPORATE
GOVERNANCE
PRACTICES |
13. |
|
Consideration Given to the Representation of
Women in Executive Officer Appointments - Disclose whether and,
if so, how the issuer considers the level of representation of women in
executive officer positions when making executive officer appointments. If
the issuer does not consider the level of representation of women in
executive officer positions when making executive officer appointments,
disclose the issuers reasons for not doing so. |
Officer appointments are based on qualifications,
regardless of gender. The Company values diversity and are committed to
providing equal opportunity in all aspects of the Company. |
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14. |
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Issuers Targets Regarding the Representation
of Women on the Board and in Executive Officer Positions - |
|
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(a) |
For purposes of this Item, a target means a number or
percentage, or a range of numbers or percentages, adopted by the issuer of
women on the issuers board or in executive officer positions of the
issuer by a specific date. |
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(b) |
Disclose whether the issuer has adopted a target
regarding women on the issuers board. If the issuer has not adopted a
target, disclose why it has not done so. |
The Company does not have a target regarding women on
its board. Board appointments are based on qualifications, regardless of
gender. The Company values diversity and are committed to providing equal
opportunity in all aspects of the Company. |
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|
(c) |
Disclose whether the issuer has adopted a target
regarding women in executive officer positions of the issuer. If the
issuer has not adopted a target, disclose why it has not done so. |
The Company does not have a target regarding of women
in executive officer positions. Officer appointments are based on
qualifications, regardless of gender. The Company values diversity and are
committed to providing equal opportunity in all aspects of the Company. |
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(d) |
If the issuer has adopted a target referred to in either
(b) or (c), disclose: (i) the target, and (ii) the annual and cumulative
progress of the issuer in achieving the target. |
N/A |
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15. |
|
Number of Women on the Board and in Executive
Officer Positions |
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(a) |
Disclose the number and proportion (in percentage terms)
of directors on the issuers board who are women. |
None (0%) |
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|
(b) |
Disclose the number and proportion (in percentage terms)
of executive officers of the issuer, including all major subsidiaries of
the issuer, who are women. |
One (20%) |
A-8
OFFICERS CERTIFICATE
Pursuant to Section 2.20 of National Instrument 54-101:
Communication with Beneficial Owners of Securities of a Reporting
Issuer
(the Instrument)
I, Stephanie Hunter, Corporate Secretary of PolyMet Mining
Corp. (the Corporation), do hereby certify that the Corporation:
|
1. |
has arranged to have proxy-related materials for the
annual and special meeting of the Corporations common shareholders to be
held on July 15, 2015 (the Meeting) sent, in compliance with the
Instrument, to all beneficial owners, at least 30 days before the date
fixed for the Meeting; |
|
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|
|
2. |
intends to use notice-and-access and has fixed the record
date for notice as May 20, 2015 (at least 40 days before the date of the
meeting) and has arranged to have the notification of meeting and record
dates under section 2.2 at least 3 business days before the record date
for notice; |
|
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|
3. |
has arranged to have carried out all of the requirements
of the Instrument, in addition to those described in paragraphs 1 and 2
above; and |
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|
4. |
is relying on section 2.20 of the Instrument to abridge
the time requirements set out in sections 2.2(1) and 2.5(1) of the
Instrument. |
CERTIFIED this 2nd day of June, 2015.
PolyMet Mining Corp.
|
Per: |
/s/ Stephanie
Hunter
|
|
|
Stephanie Hunter |
|
|
Corporate Secretary
|
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