UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(A)
OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
SCHEDULE
14A
(RULE
14a-101)
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check
the appropriate box:
☐ |
Preliminary
Proxy Statement |
☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ |
Definitive
Proxy Statement |
☐ |
Definitive
Additional Materials |
☐ |
Soliciting
Material under § 240.14a-12 |
AMERICAN
BATTERY TECHNOLOGY COMPANY
(Name
of Registrant as Specified in its Charter)
Payment
of Filing Fee (Check the Appropriate Box):
☒ |
No
fee required |
☐ |
Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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(1) |
Title
of each class of securities to which transaction applies: |
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(2) |
Aggregate
number of securities to which the transaction applies: |
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(3) |
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ______________________________________ |
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(4) |
Proposed
maximum aggregate value of transaction: |
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(5) |
Total
fee paid: |
☐ |
Fee
paid previously with preliminary materials |
☐ |
check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
|
(1) |
Amount
previously paid: |
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(2) |
Form,
Schedule or Registration Statement No.: |
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(3) |
Filing
Party: |
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(4) |
Date
Filed: |
100
Washington Street, Suite 100
Reno,
NV 89503
(775)
473-4744
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
Be Held On October 27, 2022
October 3, 2022
Dear
Fellow Shareholder:
The
2022 Annual Meeting of Shareholders (the “2022 Annual Meeting” or “Meeting”) of American Battery Technology Company
(the “Company, “we”, or “us”) will be held at 12:00 p.m., Pacific Daylight Time on Thursday, October 27,
2022. We have adopted a completely virtual format for our Meeting to provide a healthy, consistent, and convenient experience to all
stockholders regardless of location. You may attend, vote, and submit questions during the Meeting online at www.virtualshareholdermeeting.com/abml2022.
You
may also attend the Meeting by proxy, and may submit questions ahead of the Meeting through the designated website. For further information
about the Meeting, please see the Questions and Answers about the Meeting beginning on page 2 of the accompanying proxy statement (the
“Proxy Statement”). The purpose of the Meeting is as follows:
(1)
To elect five directors to hold office until the next annual meeting of stockholders or until their respective successors are duly elected
and qualified, subject to earlier death, resignation, or removal;
(2)
To ratify the appointment of Marcum, LLP as our independent registered public accounting firm for the fiscal year ended June 30, 2023;
and
(3)
To ratify the Company’s Amended and Restated Bylaws.
All
shares represented by Proxies will be voted at the 2022 Annual Meeting in accordance with the specifications marked thereon, or if no
specifications are made, the Proxy confers authority to vote “FOR” for each of the forgoing proposals.
The
Company’s Board of Directors believes that a favorable vote for each nominee for a position on the Board of Directors and for all
other matters described in the attached Proxy Statement is in the best interest of the Company and its shareholders and recommends a
vote “FOR” each of the forgoing proposals.
Your
vote is important no matter how large or small your holdings in the Company may be. If you do not expect to be present at the Meeting
virtually, you are urged to promptly complete, date, sign, and return the proxy card. Please review the instructions on your voting options
described in the enclosed Proxy Statement as well as in the Notice of Internet Availability of Proxy Materials you received in the mail.
This will not limit your right to virtually attend or vote at the Meeting. You may revoke your proxy at any time before it has been voted
at the Meeting.
Thank
you for your investment and continued interest in American Battery Technology Company.
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Sincerely, |
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/s/ Ryan Melsert |
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Name: |
Ryan
Melsert |
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Title: |
Chief
Executive Officer |
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 27, 2022
The
notice of annual meeting, the proxy statement and our 2022 Annual https://investors.americanbatterytechnology.com/.
Additionally, in accordance with the proxy materials at www.proxyvote.com.
Report on Form 10-K are available on our
website at Securities and Exchange Commission rules, you
may access our
I
M P O R T A N T
YOU
ARE CORDIALLY INVITED TO ATTEND THE MEETING VIRTUALLY. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN,
AND RETURN THE PROXY CARD AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. PLEASE REVIEW THE INSTRUCTIONS
ON YOUR VOTING OPTIONS DESCRIBED IN THE ENCLOSED PROXY STATEMENT AS WELL AS IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
YOU RECEIVED IN THE MAIL. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF
YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK, OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN A PROXY CARD
ISSUED IN YOUR NAME FROM THAT INTERMEDIARY. AT LEAST THIRTY-THREE AND ONE-THIRD PERCENT (33 1/3%) OF THE VOTING POWER OF THE COMPANY’S
OUTSTANDING SHARES OF CAPITAL STOCK MUST BE REPRESENTED AT THE MEETING, EITHER VIRTUALLY OR BY PROXY, TO CONSTITUTE A QUORUM
PROXY
STATEMENT
2022
ANNUAL MEETING OF SHAREHOLDERS
GENERAL
INFORMATION
This
proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the
Board of Directors (the “Board”) of American Battery Technology Company (the “Company”,
“we” or “us”) for use at the annual meeting of stockholders (the “Meeting”
or the “2022 Annual Meeting”) of the Company, to be held on October 27, 2022, at 12:00 p.m. Pacific Daylight
Time. You may attend, vote, and submit questions during the Meeting via the Internet at www.virtualshareholdermeeting.com/abml2022. You
may also attend the Meeting by proxy, and may submit questions ahead of the Meeting through the designated website. For further information
about the Meeting, please see the Questions and Answers about the Meeting beginning on page 2 of this Proxy Statement. This Proxy Statement
and the enclosed proxy card will be made available to our stockholders on or about October 6, 2022.
Only
stockholders of record at the close of business on September 13, 2022 (the “Record Date”), are entitled to
notice of, and to vote at, the Meeting. At the close of business on the Record Date, 644,138,631 shares of the Company’s common
stock, par value $0.001 per share (“Common Stock”), were issued and outstanding. At the close of business on
the Record Date, the Common Stock were held by approximately 124 individual participants in securities positions listings of our capital
stock, respectively. One such holder is Cede & Co., a nominee for Depository Trust Company, or DTC. Shares of common stock that are
held by financial institutions as nominees for beneficial owners are deposited into participant accounts at DTC and are considered to
be held of record by Cede & Co. as one stockholder. Shares cannot be voted at the Meeting unless the holder thereof as of the Record
Date is present or represented by proxy. The presence, virtually or by proxy, of the holders of at least 33 1/3 percent of the Company’s
outstanding shares of capital stock as of the Record Date will constitute a quorum for the transaction of business at the Meeting and
any adjournment or postponement thereof.
Our
Board has selected Andrés Meza, our Chief Operating Officer and Board Secretary, to serve as the holder of proxies for the Meeting.
The shares of capital stock represented by each executed and returned proxy will be voted by Mr. Meza in accordance with the directions
indicated on the proxy card. If you sign your proxy card without giving specific instructions, Mr. Meza will vote your shares “FOR”
the proposals being presented at the Meeting. The proxy also confers discretionary authority to vote the shares authorized to be voted
thereby on any matter that may be properly presented for action at the Meeting; we currently know of no other business to be presented
at the Meeting.
Any
proxy given may be revoked by the person giving it at any time before it is voted at the Meeting. If you have not voted through your
broker, there are three ways for you to revoke your proxy and change your vote. First, you may send a written notice to the Company’s
Secretary stating that you would like to revoke your proxy. Second, you may complete and submit a new proxy card, but it must bear a
later date than the original proxy card. Third, you may vote virtually at the Meeting. However, your attendance at the Meeting will not,
by itself, revoke your proxy. If you have instructed a broker to vote your shares, you must follow the directions you receive from your
broker to change your vote. Your last submitted proxy will be the proxy that is counted. Please note that dissenters’ rights are
not available with respect to any of the proposals to be voted on at the Meeting.
We
pay the cost of soliciting the proxies. We will provide copies of this Proxy Statement and accompanying materials to brokerage firms,
fiduciaries, and custodians for forwarding to beneficial owners and will, upon request, reimburse these persons for their costs of forwarding
these materials. Our directors, officers, and employees may solicit proxies by telephone, facsimile, or personal solicitation. We will
not pay additional compensation for any of these services.
QUESTIONS
AND ANSWERS REGARDING THIS SOLICITATION AND VOTING AT THE MEETING
Q.
When is the Meeting?
A.
October 27, 2022, at 12:00 PM. Pacific Daylight Time.
Q.
Where will the Meeting be held?
A.
You may attend the Meeting via the Internet at www.virtualshareholdermeeting.com/abml2022. If you plan to attend virtually, we recommend
that you log in to the Meeting fifteen minutes before the scheduled meeting time on October 27, 2022, to ensure you are logged in when
the Meeting starts.
Q.
Will there be a Q&A session during the Meeting?
A.
As part of the Meeting, we will hold a live Q&A session, during which we intend to answer questions submitted online during or prior
to the Meeting that are pertinent to the Company and the Meeting matters, as time permits. Only stockholders that have accessed the Meeting
as a stockholder will be permitted to submit questions during the Meeting. If you have questions, you may type them into the dialog box
provided at any point during the meeting (until the floor is closed to questions). Each stockholder is limited to no more than two questions.
Questions should be succinct and only cover a single topic. We will not address questions that are, among other things:
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irrelevant
to the business of the Company or to the business of the Meeting; |
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related
to material non-public information of the Company, including the status or results of our business since our last earnings release; |
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related
to any pending, threatened or ongoing litigation; |
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related
to personal grievances; |
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derogatory
references to individuals or that are otherwise in bad taste; |
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substantially
repetitious of questions already made by another stockholder; |
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in
excess of the two-question limit; |
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in
furtherance of the stockholder’s personal or business interests; or |
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out
of order or not otherwise suitable for the conduct of the annual meeting as determined by the Chair or Secretary in their reasonable
judgment. |
Q.
Why am I receiving these Proxy Materials?
A.
As permitted by rules adopted by the Securities and Exchange Commission (the “SEC”), we are making this Proxy
Statement and our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (the “Annual Report”)
available to our stockholders electronically via the Internet. The Notice of Internet Availability of Proxy Materials containing instructions
on how to access this Proxy Statement and our Annual Report and vote via the Internet, by phone, or by mail is first being mailed to
all stockholders of record entitled to vote at the 2022 Annual Meeting on or about October 6, 2022. If you received a Notice of
Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the Proxy Materials, unless specifically requested.
If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of the Proxy Materials,
you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.
We sent you the Notice of Internet Availability of Proxy Materials because the Board is soliciting your proxy to vote at the 2022 Annual
Meeting. You are invited to virtually attend the 2022 Annual Meeting to vote on the proposals described in this Proxy Statement. However,
you do not need to attend the Meeting to vote your shares. Instead, you may follow the instructions on the Notice of Internet Availability
of Proxy Materials to vote by Internet, by phone or by mail.
Q.
Who is entitled to vote at the Meeting?
A.
Only stockholders who owned shares of our common stock at the close of business on the Record Date are entitled to notice of the Meeting
and to vote at the Meeting, and at any postponements or adjournments thereof. At the close of business on the Record Date, 644,138,631
shares of the Company’s Common Stock were issued and outstanding. At the close of business on the Record Date, the Common Stock
were held by approximately 124 individual participants in securities positions listings of our capital stock, respectively. One such
holder is Cede & Co., a nominee for Depository Trust Company, or DTC. Shares of common stock that are held by financial institutions
as nominees for beneficial owners are deposited into participant accounts at DTC and are considered to be held of record by Cede &
Co. as one stockholder. For each share of Common Stock held as of the Record Date, the holder is entitled to one vote on each proposal
to be voted on. As such, holders of Common Stock are entitled to a total of 644,138,631 votes.
Q.
How many shares must be present to conduct business?
A.
The presence at the Meeting, virtually or by proxy, of the holders of at least 33 1/3 percent of the Company’s outstanding shares
of capital stock as of the close of business on the Record Date will constitute a quorum. A quorum is required to conduct business at
the Meeting and any adjournment or postponement thereof.
Q.
What will be voted on at the Meeting?
A.
The following chart sets forth the proposals scheduled for a vote at the 2022 Annual Meeting and the vote required for such proposals
to be approved.
Board
Proposal |
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Vote
Required |
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Voting
Options |
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Recommendation |
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Proposal
1: To elect five directors to hold office until the next annual meeting of stockholders
or until their successors are duly elected and qualified, subject to prior death, resignation,
or removal. |
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The
plurality of the votes cast. This means that the nominees receiving the highest number of affirmative (“FOR”) votes
(among votes properly cast virtually or by proxy) will be elected as directors.
Only
votes “FOR” will affect the outcome. Withheld votes or broker non-votes will not affect the outcome of the vote on this proposal. |
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“FOR
ALL”; or “WITHHOLD ALL”; or “FOR ALL EXCEPT” |
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“FOR” the nominated slate of directors |
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Proposal
2: To ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2023.
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The
affirmative (“FOR”) vote of a majority of the votes cast by the stockholders entitled to vote at the 2022 Annual Meeting.
Abstentions will not be counted for voting purposes, and thus, will not affect the outcome of the vote on this proposal. If you sign your
proxy card with no further instructions and you are a shareholder of record, then your shares will be voted in accordance with the recommendations
of our Board. Broker discretionary voting is allowed for Proposal 2.
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“FOR”;
or
“AGAINST”;
or
“ABSTAIN”
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“FOR”
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Proposal
3: To ratify the Company’s Amended and Restated Bylaws. |
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The affirmative (“FOR”) vote of a majority of the votes cast by the stockholders entitled to vote at the 2022 Annual Meeting.
Abstentions will not be counted for voting purposes, and thus, will not affect the outcome of the vote on this proposal. If you sign your proxy card with no further instructions and you are a shareholder of record, then your shares will be voted in accordance with the recommendations of our Board. |
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“FOR”; or“AGAINST”; or“ABSTAIN” |
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“FOR” |
Q.
What shares can I vote at the Meeting?
A.
You may vote all shares owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record,
and (ii) shares held for you as the beneficial owner through a broker, trustee, or other nominee such as a bank.
Q.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A.
Some of our stockholders may hold shares of our capital stock in their own name rather than through a broker or other nominee. As summarized
below, there are some distinctions between shares held of record and those owned beneficially.
Stockholders
of Record. If your shares are registered directly in your name with our transfer agent, Action Stock Transfer, you are considered
to be, with respect to those shares, the stockholder of record, and the Notice of Internet Availability of Proxy Materials was sent directly
to you. As the stockholder of record, you have the right to vote at the 2022 Annual Meeting and to vote by proxy. Whether or not you
plan to attend the 2022 Annual Meeting, we urge you to vote by Internet, by phone or by mail to ensure your vote is counted. You may
still attend the 2022 Annual Meeting and vote virtually if you have already voted by proxy.
Beneficial
Owner. If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held
in “street name,” and these Proxy Materials, together with a voting instruction card, are being forwarded to you from that
organization. As the beneficial owner, you have the right to direct your broker, trustee, or nominee how to vote on your behalf and are
also invited to attend the 2022 Annual Meeting. Please note that since a beneficial owner is not the stockholder of record, you may not
vote these shares at the 2022 Annual Meeting unless you obtain a “legal proxy” from the broker, trustee, or nominee that
holds your shares, giving you the right to vote the shares at the 2022 Annual Meeting. If this applies to you, your broker, trustee,
or nominee will have enclosed or provided voting instructions for you to use in directing the broker, trustee, or nominee how to vote
your shares.
Q.
How can I vote my shares without attending the Meeting?
A.
Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted
without attending the Meeting. If you are a stockholder of record, you may vote by proxy by Internet, by phone or by mail by following
the instructions provided on the Notice of Internet Availability of Proxy Materials. To vote using the proxy card, you must request a
paper copy of the Proxy Materials by following the instructions available on the Notice of Internet Availability of Proxy Materials and
then simply complete, sign, and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy
card to us before the 2022 Annual Meeting, we will vote your shares as you direct. Stockholders who hold shares beneficially in street
name may cause their shares to be voted by proxy in accordance with the instructions provided by their broker, trustee, or nominee, by
using the proxy card provided by the broker, trustee, or nominee and mailing them in the envelope provided by such person.
Q.
How can I vote my shares?
A.
Stockholders who attend the virtual 2022 Annual Meeting should follow the instructions at www.virtualshareholdermeeting.com/abml2022
to vote or submit questions during the Meeting. Voting online during the Meeting will replace any previous votes. Record holders who
received a copy of this Proxy Statement and accompanying proxy card in the mail can vote by filling out the proxy card, signing it, and
returning it in the postage paid return envelope. Record holders can also vote by telephone at 1-800-690-6903 or by Internet at www.proxyvote.com.
Voting instructions are provided on the proxy card. If you hold shares in street name, you must vote by giving instructions to your bank,
broker, or other nominee. You should follow the voting instructions on the form that you receive from your bank, broker, or other nominee.
Q.
How do I gain admission to the virtual 2022 Annual Meeting?
A.
You are entitled to participate in the virtual 2022 Annual Meeting only if you were a stockholder of record who owned shares of the
Company’s capital stock (Common Stock and/or Preferred Stock) at the close of business on September 13, 2022, the Record Date.
To attend online and participate in the 2022 Annual Meeting, stockholders of record will need to use the control number included on their
Notice of Internet Availability of Proxy Materials or proxy card to log into ww.virtualshareholdermeeting.com/abml2022. Beneficial owners
who do not have a control number may gain access to the Meeting by logging into their brokerage firm’s website and selecting the
stockholder communication mailbox to link through to the virtual 2022 Annual Meeting. Instructions should also be provided on the voting
instruction card provided by their broker, bank, or other nominee.
We
encourage you to access the Meeting prior to the start time. Please allow time for online check-in, which will begin at 11:30 a.m. Pacific
Daylight Time.
Stockholders
have multiple opportunities to submit questions to the Company for the 2022 Annual Meeting. Stockholders who wish to submit a question
in advance may do so in the question tab of the webcast online during the Meeting at www.virtualshareholdermeeting.com/abml2022. See
“Will there be a Q&A session during the Meeting?” for information about how the Q&A session at the Meeting will be
conducted.
Q.
How are my shares voted?
A.
If you provide specific instructions with regard to an item, your shares will be voted as you instruct on such item. If you sign your
proxy card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board (“FOR”
all nominees identified in Proposal 1, “FOR” Proposal 2, and “FOR” Proposal 3 in the discretion of the proxy
holder on any other matters that properly come before the Meeting).
Q.
What is a “broker non-vote”?
A.
A broker non-vote occurs when a beneficial owner of shares held in street name does not give instructions to the broker or nominee holding
the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial
owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does
not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,”
but not with respect to “non-routine” matters. The shares that cannot be voted by brokers and other nominees on non-routine
matters but are represented at the Meeting will be deemed present at our Meeting for purposes of determining whether the necessary quorum
exists to proceed with the Meeting, but will not be considered entitled to vote on the nonroutine proposals.
We
believe that under applicable rules, Proposal 2 is considered a routine matter for which brokerage firms may vote shares that are held
in the name of brokerage firms and which are not voted by the applicable beneficial owners. Accordingly, we do not expect to receive
any broker non-votes with respect to Proposal 2.
Brokers
or other nominees cannot vote on Proposal 1 and Proposal 3 without instructions from beneficial owners. Only votes “FOR”
will affect the outcome of the vote on Proposal 1 and Proposal 3. As such, broker non-votes will not affect the outcome of the vote on
Proposal 1 and Proposal 3.
Q.
How are abstentions counted?
A.
If you return a proxy card that indicates an abstention from voting on all matters, the shares represented will be counted for the purpose
of determining both the presence of a quorum and the total number of votes with respect to a proposal, but they will not be voted on
any matter at the Meeting.
With
regard to Proposal 1, votes may be cast in favor of a director nominee or withheld. Because directors are elected by plurality, abstentions
will be entirely excluded from the vote and will have no effect on its outcome.
With
regard to Proposal 2, because abstentions are not counted as votes cast, abstentions will have no effect on the outcome of such proposal.
With
regard to Proposal 3, because abstentions are not counted as votes cast, abstentions will have no effect on the outcome of such proposal.
Q.
Are dissenters’ rights available with respect to any of the proposals?
A.
Dissenters’ rights are not available with respect to any of the proposals to be voted on at the Meeting.
Q.
What should I do if I receive more than one Notice of Internet Availability of Proxy Materials?
A.
If you receive more than one Notice of Internet Availability of Proxy Materials, your shares are registered in more than one name or
are registered in different accounts. Please follow the instructions on each Notice of Internet Availability of Proxy Materials to ensure
that all of your shares are voted.
Q.
Can I change my mind after I return my proxy?
A.
Yes. You may change your vote at any time before your proxy is voted at the Meeting. If you are a stockholder of record, you can do this
by giving written notice to the Company’s Secretary, by submitting another proxy with a later date, or by attending the Meeting
and voting virtually. If you are a stockholder in “street” or “nominee” name, you should consult with the bank,
broker, or other nominee regarding that entity’s procedures for revoking your voting instructions.
Q.
Who is soliciting my vote and who is paying the costs?
A.
We have engaged Okapi Partners LLC to assist in the solicitation of proxies and provide related advice and informational support, for
a fee of $15,000 plus reimbursable expenses. In addition, we have agreed to indemnify Okapi Partners LLC and certain related persons
against certain liabilities arising out of or in connection with their engagement.
Q.
Is there a list of stockholders entitled to vote at the Meeting?
A.
The names of stockholders entitled to vote at the Meeting will be available at the Meeting and for ten days prior to the Meeting for
any purpose relevant to the Meeting, between the hours of 9:00 a.m. and 4:30 p.m. (Pacific Daylight Time), at our principal executive
offices at American Battery Technology Company, 100 Washington Street, Suite 100, Reno, Nevada 89503, by contacting our General Counsel.
The list of these stockholders will also be available for examination by our stockholders during the Meeting and on the Meeting webpage
for stockholders that have accessed the Meeting as a stockholder.
Q.
How can I find out the results of the voting?
A.
We intend to announce preliminary voting results at the Meeting and publish final results in a Current Report on Form 8-K within four
business days following the Meeting.
Q.
Whom should I contact if I have questions?
A.
If you have any additional questions about the Meeting or the proposals presented in this Proxy Statement, you should contact our Investor
Relations department at our principal executive office as follows:
Investor
Relations: |
American
Battery Technology Company |
|
100
Washington Street, Suite 100 |
|
Reno,
Nevada 89503 |
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(775)
473-4744 |
|
Email:
info@batterymetals.com |
PROPOSAL
1
ELECTION
OF DIRECTORS
Nomination
of Directors
The
Nominations and Corporate Governance Committee of the Board (the “Nominating Committee”) is charged with making recommendations
to the Board regarding qualified candidates to serve as members of the Board. The Nominating Committee’s goal is to assemble a
board of directors with the skills and characteristics that, taken as a whole, will assure a strong board of directors with experience
and expertise in all aspects of corporate governance. Accordingly, the Nominating Committee believes that candidates for director should
have certain minimum qualifications, including personal integrity, strength of character, an inquiring and independent mind, practical
wisdom, and mature judgment. In evaluating director nominees, the Nominating Committee considers the following factors:
(1)
The appropriate size of the Board;
(2)
The Company’s needs with respect to the particular talents and experience of its directors; and
(3)
The knowledge, skills, and experience of nominees, including experience in technology, business, finance, administration, and/or public
service.
Other
than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating Committee may also consider such
other factors as it deems to be in the Company’s and its stockholders’ best interests, including the independence requirements
for board and committee membership under The Nasdaq Capital Market (“Nasdaq”) listing standards (which the Company has applied
to list under), diversity (though the Company does not have a formal policy with regard to the consideration of diversity in identifying
director nominees), and the requirements for at least one member of the Board to meet the criteria for an “audit committee financial
expert,” as defined by SEC rules. The Nominating Committee also believes it is appropriate for our Chief Executive Officer to serve
on the Board.
The
Nominating Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. Current
members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered
for re-nomination, but the Nominating Committee at all times seeks to balance the value of continuity of service by existing members
of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service, the Nominating
Committee’s policy is to not re-nominate that member for reelection. The Nominating Committee identifies the desired skills and
experience of a new nominee, and then uses its network and external resources to solicit and compile a list of eligible candidates.
We
do not have a formal policy concerning stockholder recommendations of nominees for director to the Nominating Committee. The absence
of such a policy does not mean, however, that such recommendations will not be considered. Stockholders wishing to recommend a candidate
may do so by sending a written notice to the Nominating Committee, Attn: Chairman, American Battery Technology Company, 100 Washington
Street, Suite 100, Reno, Nevada 89503, naming the proposed candidate and providing detailed biographical and contact information for
such proposed candidate.
There
are no arrangements or understandings between any of our directors, nominees for directors, or officers, and any other person pursuant
to which any director, nominee for director, or officer was or is to be selected as a director, nominee, or officer, as applicable. There
currently are no legal proceedings, and during the past ten years there have been no legal proceedings, that are material to the evaluation
of the ability or integrity of any of our directors or director nominees. There are no material proceedings to which any director, officer,
affiliate, or owner of record or beneficially of more than 5% of any class of voting securities of the Company, or any associates of
any such persons, is a party adverse to the Company or any of our subsidiaries, and none of such persons has a material interest adverse
to the Company or any of its subsidiaries. Other than as disclosed below, during the last five years, none of our directors held any
other directorships in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or subject to the requirements of Section 15(d) of the Exchange Act or any company registered
as an investment company under the Investment Company Act of 1940. Our Nominating Committee currently consists of Elizabeth Lowery, Sherif
Marakby, and Julie Blunden, with Ms. Lowery serving as the chairman.
The
Nominating Committee has recommended, and the Board has nominated, Ryan Melsert, Elizabeth Lowery, Julie Blunden, Rick Fezell, and Sherif
Marakby as nominees for election as members of our Board at the 2022 Annual Meeting for a period of one year or until each such director’s
respective successor is elected and qualified or until such director’s earlier death, resignation, or removal. Each of the nominees
is currently a director of the Company. At the 2022 Annual Meeting, five directors will be elected to the Board.
Information
Regarding Directors
Name |
|
Age |
|
Position |
|
|
|
|
|
Ryan
Melsert |
|
40 |
|
CEO,
CTO, Chairman |
Elizabeth
Lowery |
|
66 |
|
Director |
Julie
Blunden |
|
56 |
|
Director |
D.
Richard (Rick) Fezell |
|
62 |
|
Director |
Sherif
Marakby |
|
56 |
|
Director |
Ryan
Melsert was appointed a Director of the Company in September 2020. He has served as the Company’s Chief Executive Officer
since August 2021, overseeing all aspects of American Battery Technology Company’s battery metal extraction and lithium-ion battery
recycling divisions, and as Chief Technology Officer since October 2019. Mr. Melsert was appointed as Chairman of the Board on February
27, 2022.
Mr.
Melsert specializes in the development and scale-up of highly innovative first-of-kind systems. This development process consists of
fundamental conceptual design, rigorous thermodynamic and process modeling, fabrication of bench-scale prototypes, construction and operation
of integrated pilot systems, and implementation of commercial-scale systems. Since joining the Company in August 2019, Mr. Melsert has
accelerated the advancement and implementation of the Company’s proprietary battery metal extraction technologies and battery recycling
programs with the planning and construction of a multi-functional facility. Mr. Melsert was previously the CEO of M2 Thermal Solutions,
which pioneered a first-of-kind residential air conditioning system exhibiting an improvement in energy efficiency over current systems
and accepted as one of eight finalist designs in the Global Cooling Prize challenge. From May 2015 to March 2019, Mr. Melsert worked
at Tesla as one of the founding members of the battery manufacturing Gigafactory design team, and subsequently as an R&D Manager
for the Battery Materials Processing group. He founded and led this cross-functional team of mechanical and chemical engineers who implemented
first principles design to develop novel first-of-kind systems for the extraction, purification, and synthesis of precursor and active
battery materials. This development scope included the fundamental conceptual design, rigorous thermodynamic and process modeling, design
and fabrication of bench-scale prototypes, construction and operation of integrated pilot systems, and implementation of commercial scale
systems for the processing of battery materials. During this time Mr. Melsert was awarded five patents. From April 2013 to May 2015,
Mr. Melsert served as R&D Manager, Advanced Energy & Transportation Technologies for Southern Research, leading a project team
of 5-10 chemical/mechanical engineers in fundamental design of first-of-kind systems throughout energy systems field. While there, Mr.
Melsert wrote and won several Department of Energy (DOE) grants in addition to winning the company-wide “Invention of the Year,”
presented at ARPA-E Innovation Summit in 2015. His education includes an MS in Mechanical Engineering and an MBA from Georgia Tech awarded
in 2007 and 2011, respectively, and a BS in Mechanical Engineering with Minors in Engineering Mechanics, French, and International Studies
from Penn State University awarded in 2004.
Aside
from the above, Mr. Melsert does not hold and has not held over the past five years any other directorships in any company with a class
of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act
or any company registered as an investment company under the Investment Company Act of 1940.
Elizabeth
Lowery was appointed to serve as a Director of the Company in February 2022, and appointed Lead Independent Director in March
2022.
Ms.
Lowery is a proven sustainability executive and corporate attorney in both the public and private sectors. As a former Managing Director
at TPG Capital, she played a key role to develop the firm’s formal Environmental, Social, & Governance (ESG) strategy, advising
portfolio companies on related issues, including diversity and inclusion and improving gender diversity on portfolio company boards.
She played a lead role in the launch of the TPG Rise fund, the impact investing platform of TPG, which is one of the largest ESG-based
funds in the world. Ms. Lowery is also a director at Sagard, where she is Senior Advisor, ESG and Sustainable Finance, ERM: Environmental
Resources Management.
In
addition, Lowery held numerous executive roles during a 20-year tenure at General Motors Company (“GM”), including General
Counsel for GM North America and Corporate Vice President of Environment, Energy, and Safety Policy. In these roles, she led the development
and implementation of GM’s global environment, energy, and safety policy strategies and initiatives and co-chaired the US Climate
Action Partnership Transportation Subcommittee where she directed efforts to position GM as a solution provider to address climate change.
She
has served on several non-profit boards, including Chair of the World Environment Center, and the Alliance for Automobile Manufacturers.
She began her career as an attorney in the private sector after graduating Magna Cum Laude with a Juris Doctorate from Wayne State University
and a B.B.A from Eastern Michigan University.
Aside
from the above, Ms. Lowery does not hold and has not held over the past five years any other directorships in any company with a class
of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act
or any company registered as an investment company under the Investment Company Act of 1940.
Julie
Blunden was appointed to serve as a Director of the Company in February 2022.
For
35 years, Ms. Blunden has rapidly grown emerging energy companies to leaders in their sectors from power generation to retail power,
solar, energy storage and, most recently, EV fast charging. She now focuses on Board work related to batteries for both mobility and
stationary storage as well as their supply chains. Ms. Blunden currently serves on the Board of Directors of American Battery Technology
Company as Compensation Committee Chair as well as on the Audit and Governance Committees. She was elected the first independent Director
on the Board ZincFive, where she chairs the Compensation Committee. In addition, at Plus Power, she is actively engaged through the Board
of Advisors. At New Energy Nexus Ms. Blunden serves as Board Chair as well as serving on Audit, Executive and Finance Committees where
she supports diverse energy entrepreneurs around the world to achieve a 100% clean energy economy for 100% of the population.
Ms.
Blunden’s global experience includes executive roles at six organizations, including two publicly listed companies as well as the
turnaround Chief Commercial Officer at EVgo through the completion of its sale to LS Power in 2020. Ms. Blunden has had P&L responsibility,
extensive board engagement as an executive, served as Vice Chair at the Solar Energy Industries Association, a member of the Board of
Directors at the national Energy Storage Association, and as a member of four other NGO Boards of Directors as well as two Advisory Boards.
While Vice Chair at SEIA she led PV Now’s integration into SEIA as well as a refresh of Executive Compensation and Evaluation.
Additionally,
she has served as Vice Chair of the Solar Energy Industries Association, a member of the Board of Directors at the National Energy Storage
Association and was a former Executive in Residence for the Global Energy Management Program at the University of Colorado Denver’s
Business School. Blunden has an engineering and environmental studies degree from Dartmouth College and a Master of Business Administration
degree from Stanford’s Graduate School of Business.
Aside
from the above, Ms. Blunden does not hold and has not held over the past five years any other directorships in any company with a class
of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act
or any company registered as an investment company under the Investment Company Act of 1940.
Donald
R. (Rick) Fezell was appointed to serve as a Director of the Company in February 2022.
Spanning
a distinguished 35-year career as a former auditor, senior partner, and Vice Chairman at Ernst & Young (EY), Mr. Fezell held multiple
leadership roles at the industry, regional, and executive committee levels for EY, providing deep knowledge of financial reporting, risk
management, and market-leading growth strategies to large public multinationals as well as emerging growth and newly public companies.
He
was Vice Chair and Managing Partner of the firm’s Central Region, responsible for a $3 billion business across all service lines
that included over 7,000 professionals in 17 offices. While serving as the Americas Vice Chair for Markets, Mr. Fezell oversaw growth
for a $15 billion practice. Prior to his retirement from EY in 2020, Fezell served as the Americas Leader for EY’s alliance with
Microsoft, at the forefront of transformation and digitalization and responsible for product development, investment allocations and
joint go-to-market strategies to help drive digital platform growth at both EY and Microsoft.
Fezell
has served on the board of many community and higher education organizations including The United Way, the Civic Committee of The Commercial
Club of Chicago, the Markkula Center for Applied Ethics at Santa Clara University, the Orfalea School of Business at Cal Poly San Luis
Obispo and Perspectives Charter Schools in Chicago. He is a CPA and graduate of Westminster College in Pennsylvania.
Aside
from the above, Mr. Fezell does not hold and has not held over the past five years any other directorships in any company with a class
of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act
or any company registered as an investment company under the Investment Company Act of 1940.
Sherif
Marakby was appointed to serve as a Director of the Company in February 2022.
Mr.
Marakby brings significant operating experience in the automotive OEM industry from a 31-year career in the transformation, electrification,
and technology innovation and AV development fields. Most recently, Mr. Marakby served as Executive Vice President, Corporate R&D
of Magna International, one of the largest Tier 1 suppliers to the automotive industry in the world. Previously, he served as Uber’s
Vice President of Global Vehicle Programs where he built a team that integrated self-driving technology into vehicles, partnered with
Volvo cars for an autonomous vehicle program, and was responsible for business development with OEM partners.
During
close to a 30-year career at Ford Motor Company, Mr. Marakby held a variety of product development positions, beginning with Chief
Engineer and rising to President & CEO of Ford’s Autonomous Vehicle LLC, where he oversaw the development and launch of
five new vehicles, including the all-electric Ford Mustang Mach-E and the Ford Fusion Hybrid. Additionally, during his tenure at
Ford, Mr. Marakby served as the Director of Small Cars & SUVs globally overseeing two million vehicles and more than $40 billion
of annual revenue in over 70 countries. In his role as Vice President of Electrification and Autonomous Vehicles, he was responsible
for over $11 billion of electrification and $4 billion of autonomous vehicle development. From 2017 to 2020, Mr. Marakby was a
director at Argo AI, an autonomous driving technology company.
Mr.
Marakby has a Master in Electronics Engineering from the University of Maryland College Park, and a Master of Business Administration
from the University of Michigan.
Aside
from the above, Mr. Marakby does not hold and has not held over the past five years any other directorships in any company with a class
of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act
or any company registered as an investment company under the Investment Company Act of 1940.
Qualification
of Directors
The
Nominating Committee believes that each of the directors named above has the necessary qualifications to be a member of the Board of
Directors. The Nominating Committee believes that each director brings a strong background and skill set to the Board of Directors, giving
the Board of Directors as a whole competence and experience in diverse areas, including corporate governance and board service, finance,
management and industry experience.
Vote
Required and Recommendation of the Board
Directors
are elected by plurality of the votes cast at the Meeting. If a quorum is present and voting at the Meeting, the five nominees receiving
the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted for which no contrary
instruction is given, if authority to do so is not withheld, “FOR” the election of each of the nominees named above.
Only
votes “FOR” will affect the outcome. Broker non-votes and withheld votes will have no effect on this proposal, as brokers
or other nominees are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner.
THE
BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES UNDER PROPOSAL 1
PROPOSAL
2
RATIFICATION
OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our
Audit Committee has selected Marcum, LLP (“Marcum”) as our independent registered public accounting firm for the fiscal year
ended June 30, 2023, and has further directed that we submit the selection of the independent registered accounting firm for ratification
by our stockholders at the 2022 Annual Meeting. Marcum has audited the Company’s financial statements since 2021. Representatives
of Marcum are expected to be present at the 2022 Annual Meeting. The representatives of Marcum will have an opportunity to make a statement
at the Meeting, if they so desire, and will be available to respond to appropriate questions.
The
selection of our independent registered public accounting firm is not required to be submitted for stockholder approval. Nonetheless,
the Board is seeking ratification of its selection of Marcum as a matter of further involving our stockholders in our corporate affairs.
If our stockholders do not ratify this selection, the Board will reconsider its selection of Marcum and will either continue to retain
the firm or appoint a new independent registered public accounting firm. Even if the selection is ratified, the Board may, in its sole
discretion, determine to appoint a different independent registered public accounting firm at any time during the year if it determines
that such a change would be in our and our stockholders’ best interests.
The
Audit Committee reviews and must pre-approve all audit and non-audit services performed by our independent registered public accounting
firm, as well as the fees charged by it for such services. In its review of non-audit service fees, the Audit Committee considers, among
other things, the possible impact of the performance of such services on the accounting firm’s independence.
Independent
Registered Public Accounting Firm’s Fees
The
following table sets forth the aggregate fees billed or expected to be billed for audit and other services provided by Marcum, LLP for
the fiscal years ended June 30, 2022 and 2021. Marcum, LLP has served as our principal accounting firm since July 2021.
| |
Fiscal
year Ended June 30, 2022 | | |
Fiscal
year Ended June 30, 2021 | |
Audit
fees | |
$ | 135,000 | | |
$ | 155,000 | |
Audit-Related
Fees | |
| 75,000 | | |
| 71,585 | |
Tax
fees | |
| 18,300 | | |
| 34,327 | |
All
other fees | |
| 6,953 | | |
| — | |
Total | |
$ | 235,253 | | |
$ | 260,912 | |
Audit
Fees include primarily professional services rendered for the audits of the consolidated financial statements and internal controls over
financial reporting, the review of documents filed with the SEC, consents, and financial accounting and reporting consultations.
Audit-Related
Fees include reviews of the interim financial statements contained in the Company’s Quarterly Reports on Form 10-Q and review of
regulatory financial statements.
Tax
Fees include professional service fees for tax compliance, tax planning, and tax advice. Tax compliance involves preparation of original
and amended tax returns and claims for refund. Tax planning and tax advice encompass a diverse range of services, including assistance
with tax audits and appeals, tax advice related to employee benefit plans, and requests for rulings or technical advice from taxing authorities.
All
Other Fees include professional fees associated with the review and consent of SEC filings related to equity issuance for certain officers
and former employees.
Pre-Approval
Policies and Procedures
Our
Audit Committee has adopted a procedure for pre-approval of all fees charged by our independent auditors. Under the procedure, the Audit
Committee pre-approves all auditing services and the terms of non-audit services provided by our independent registered public accounting
firm, but only to the extent that the non-audit services are not prohibited under applicable law and the Audit Committee determines that
the non-audit services do not impair the independence of the independent registered public accounting firm. Other fees are subject to
pre-approval by the Audit Committee, or, in the period between meetings, by a designated member of the Board or Audit Committee. Any
such approval by the designated member is disclosed to the entire Board at the next meeting. All fees that were incurred in fiscal year
2022 were pre-approved by the Audit Committee.
Vote
Required and Recommendation of the Board
The
affirmative “FOR” vote of a majority of the votes cast by the stockholders entitled to vote at the 2022 Annual Meeting is
required to approve this proposal.
Because
broker discretionary voting is allowed for this Proposal 2, we do not expect any broker non-votes for this proposal. Abstentions will
not be counted as votes cast, and thus, will not affect the outcome of the vote on this proposal.
THE
BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF SELECTION OF MARCUM AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED JUNE 30, 2023.
PROPOSAL
3
RATIFICATION
OF THE COMPANY’S AMENDED AND RESTATED BYLAWS
On
September 12, 2022, the Board of Directors of the Company approved and adopted amended and restated bylaws (the “Amended
and Restated Bylaws”). The Amended and Restated Bylaws replaced the Company’s then-existing bylaws adopted in 2011 (the “Prior
Bylaws”) in their entirety, including provisions that strengthen stockholder rights and enhance the ability of stockholders to
engage with the Company.
The
Company replaced the Prior Bylaws to update certain corporate governance processes to reflect the evolution from the Company’s
founding to the very different company it is today. In 2011, the Company was incorporated for the purpose of acquiring rights to mineral
properties with the eventual objective of being a producing mineral company, emphasizing gold and silver resources. Recently, the Company
has evolved into a technology development and commercialization firm engaged in (i) the exploration of new, domestic primary resources
of battery metals, (ii) the development and commercialization of new technologies for the extraction and refining of these battery metals
from primary resources, and (iii) the commercialization of an internally-developed, integrated process for the recycling of lithium-ion
batteries for the recovery of battery metals. Through this three-pronged approach, the Company is working to increase the domestic production
of these battery metals by means of the acquisition and exploration of mining claims and battery metals recycling to ensure the constituent
elemental metals are supporting the domestic manufacturing supply chain in a closed-loop fashion. These are very different goals than
the more singular extraction-oriented focus that the Company had in 2011.
In
the decade since our founding, the Company made no changes to our Prior Bylaws. Upon conducting a recent review of the Prior Bylaws,
the Company determined that our Prior Bylaws no longer fully reflected the technology company we have become. Among other things, the
Amended and Restated Bylaws offer greater opportunity for stockholder participation by (i) increasing the quorum required for annual
meetings of stockholders to one-third of the shares entitled to vote to match NASDAQ governance requirements, (ii) reducing the requirement
to remove a director to a majority vote of the outstanding shares, and (iii) improving the process to hold special meetings.
The
foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety
by the terms of the Amended and Restated Bylaws, a copy of which is
attached immediately subsequent hereto as Exhibit A.
Vote
Required and Recommendation of the Board
We
are hereby seeking shareholder ratification of our prior September 12, 2022, adoption of the Amended and Restated Bylaws in the place
of the Prior Bylaws as described above. Although stockholder approval is not required to adopt the Amended and Restated Bylaws, the Board
of Directors values the opinions that our stockholders express in their votes and determined to seek a non-binding, advisory stockholder
vote to ratify the Amended and Restated Bylaws. The vote is advisory and will not be binding upon the Company or the Board of Directors.
Shares
represented by executed proxies will be voted for which no contrary instruction is given, if authority to do so is not withheld, “FOR”
the ratification of the Amended and Restated Bylaws.
Only
votes “FOR” will affect the outcome. Broker non-votes and withheld votes will have no effect on the outcome of the vote on
this proposal, as brokers or other nominees are not entitled to vote on such proposals in the absence of voting instructions from the
beneficial owner.
THE
BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE COMPANY’S AMENDED AND RESTATED BYLAWS
BOARD
MATTERS AND CORPORATE GOVERNANCE
Board
and Stockholder Meetings and Attendance
The
Board has responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations.
The primary responsibility of the Board is to oversee the management of the Company and, in doing so, serve the best interests of the
Company and its stockholders. The entire Board selects, evaluates, and provides for the succession of executive officers and, subject
to stockholder election, directors. It reviews and approves corporate objectives and strategies, and evaluates significant policies and
proposed major commitments of corporate resources. The Board also participates in decisions that have a potential major economic impact
on the Company. Management keeps the directors informed of Company activity through regular communication, including written reports
and presentations at Board and committee meetings.
Directors
are elected annually and hold office until the next annual meeting of stockholders or until their respective successors are duly elected
and qualified, subject to prior death, resignation, or removal. The Company encourages, but does not require, directors to attend annual
meetings of stockholders. There have been standing committee meetings and informal discussions of the Board, but no formal meetings of
the Board during the last fiscal year. This is the first annual meeting of stockholders.
Board
Composition and Election of Directors
Director
Independence
Although
we are currently traded on the OTCQB Market, our Board has determined that Elizabeth Lowery, Julie Blunden, Rick Fezell, and Sherif Marakby
are all independent directors in accordance with the listing requirements of Nasdaq. Nasdaq’s independence definition includes
a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and
that neither the director nor any of their family members has engaged in various types of business dealings with us. In addition, as
required by Nasdaq rules, our Board has made a subjective determination as to each independent director that no relationships exist,
which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of
a director. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard
to each director’s business and personal activities and relationships as they may relate to us and our management. Ryan Melsert
is not an independent director within the meaning of Section 5605 of NASDAQ. There are no family relationships among any of our directors
or executive officers.
Board
Committees
On
March 22, 2022, our Board established three standing committees – an Audit Committee, a Compensation Committee, and a Nominations
and Corporate Governance Committee – each of which operates under a charter that has been approved by our Board.
The
following table provides information for the current membership for each of the committees of the Board:
Name |
|
Age |
|
Position |
|
Audit
Committee |
|
Compensation
Committee |
|
Nominations
and Corporate Governance Committee |
|
Director
since |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ryan
Melsert |
|
40 |
|
CEO,
CTO, Chairman of the Board, Director |
|
|
|
|
|
|
|
2020 |
Elizabeth
Lowery |
|
66 |
|
Lead
Independent Director |
|
|
|
* |
|
C |
|
2022 |
Julie
Blunden |
|
56 |
|
Director |
|
* |
|
C |
|
* |
|
2022 |
Rick
Fezell |
|
62 |
|
Director |
|
C |
|
* |
|
|
|
2022 |
Sherif
Marakby
|
|
56
|
|
Director
|
|
* |
|
|
|
* |
|
2022 |
Andrés
Meza |
|
42 |
|
Secretary |
|
|
|
|
|
|
|
|
C
Chair
*
Member
Audit
Committee
The
audit committee (“Audit Committee”) oversees the integrity of the Company’s accounting and financial
reporting process and the audits of its financial statements. The Audit Committee is directly responsible for, among other matters:
|
● |
selecting
a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; |
|
|
|
|
● |
helping
to ensure the independence and performance of the independent registered public accounting firm; |
|
|
|
|
● |
discussing
the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the
independent accountants, our interim and year-end operating results; |
|
|
|
|
● |
developing
procedures for employees to submit concerns anonymously about questionable accounting or audit matters; |
|
|
|
|
● |
reviewing
our policies on risk assessment and risk management; |
|
|
|
|
● |
reviewing
related party transactions; |
The
Audit Committee consists of (i) Rick Fezell, who is the Chairman of the Audit Committee, (ii) Julie Blunden, and (iii) Sherif Marakby.
Each member of the Audit Committee meets the requirements for independence, including the enhanced requirements applicable to audit committee
members, and can read and understand fundamental financial statements in accordance with the applicable rules and regulations of the
SEC and the Nasdaq listing standards. In arriving at this determination, the Board has examined each Audit Committee member’s professional
experience and the nature of their employment in the corporate finance sector. The Board has also determined that Mr. Fezell qualifies
as an “audit committee financial expert,” as defined under applicable SEC and Nasdaq listing standards.
The
Audit Committee operates pursuant to a written charter that is available on the Company’s website at: https://investors.americanbatterytechnology.com/governance.
Report
of the Audit Committee of the Board of Directors
The
Audit Committee oversees the Company’s financial reporting process on behalf of our Board. Management has the primary responsibility
for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities,
the Audit Committee reviews the audited financial statements in the Company’s annual report with management, including a discussion
of any significant changes in the selection or application of accounting principles, the reasonableness of significant judgments, the
clarity of disclosures in the financial statements and the effect of any new accounting pronouncements.
The
Audit Committee reviewed with Marcum LLP, which is responsible for expressing an opinion on the conformity of the Company’s audited
financial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the
Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under the applicable
requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the Audit Committee has discussed with Marcum
LLP its independence from management and the Company, has received from Marcum LLP the written disclosures and the letter required by
applicable requirements of the Public Company Accounting Oversight Board regarding Marcum LLP’s communications with the Audit Committee
concerning independence, and has considered the compatibility of non-audit services with the auditors’ independence.
The
Audit Committee met with Marcum LLP to discuss the overall scope of its services, and the overall quality of the Company’s financial
reporting. Marcum LLP, as the Company’s independent registered public accounting firm, also periodically updates the Audit Committee
about new accounting developments and their potential impact on the Company’s reporting. The Audit Committee’s meetings with
Marcum LLP were held with and without management present. The Audit Committee is not employed by the Company, nor does it provide any
expert assurance or professional certification regarding the Company’s financial statements. The Audit Committee relies, without
independent verification, on the accuracy and integrity of the information provided, and representations made, by management and the
Company’s independent registered public accounting firm.
The
Audit Committee and the Board have recommended, that the ratification of the appointment of Marcum LLP as the Company’s independent
registered public accounting firm for the fiscal year ended June 30, 2023 be submitted as a proposal at the Meeting.
The
Audit Committee reviews and assesses the adequacy of its charter on an annual basis. While the Audit Committee believes that the charter
in its present form is adequate, it may in the future recommend to the Board of Directors amendments to the charter as it may deem necessary
or appropriate.
|
Respectfully
submitted, |
|
|
|
The
Audit Committee of the Board of Directors: |
|
Rick
Fezell (Chairman) |
|
Julie
Blunden |
|
Sherif
Marakby |
This
report of the Audit Committee is not “soliciting material,” shall not be deemed “filed” with the SEC and shall
not be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective
of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference,
and shall not otherwise be deemed filed under such acts.
Compensation
Committee
The
compensation committee (“Compensation Committee”) evaluates, recommends, and approves policy relating to compensation
and benefits of the Company’s officers and employees. The Compensation Committee is directly responsible for, among other matters:
|
● |
reviewing
and approving, or recommending that our Board approve, the compensation of our executive officers; |
|
|
|
|
● |
reviewing
and recommending that our Board approve the compensation of our directors; |
|
|
|
|
● |
reviewing
and approving, or recommending that our Board approve, the terms of compensatory arrangements with our executive officers; |
|
|
|
|
● |
administering
our stock and equity incentive plans; |
|
|
|
|
● |
selecting
independent compensation consultants and assessing conflict of interest compensation advisers; |
|
|
|
|
● |
reviewing
and approving, or recommending that our Board approve, incentive compensation and equity plans; and |
|
|
|
|
● |
reviewing
and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy. |
The
Compensation Committee consists of (i) Julie Blunden, who is the Chairman of the Compensation Committee (ii) Elizabeth Lowery and (iii)
Rick Fezell. The Board has determined that Julie Blunden, Elizabeth Lowery and Rick Fezell are independent under the applicable Nasdaq
listing standards, including the enhanced requirements applicable to compensation committee members, and all current members qualify
as a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The Board has determined that each
of the members of the Compensation Committee is an “outside director” as that term is defined in Section 162(m) of the Revenue
Code, or Section 162(m).
The
Compensation Committee operates pursuant to a written charter that is available on the Company’s website at: https://investors.americanbatterytechnology.com/.
The
Compensation Committee may delegate its responsibilities under its charter to one or more subcommittees as it deems appropriate from
time to time. The Compensation Committee may also employ a compensation consultant, independent legal counsel or other adviser to assist
in the evaluation of the compensation of the Company’s executive officers and its other duties.
Nominations
and Corporate Governance Committee
The
Nominating Committee is responsible for making recommendations to the Board regarding candidates for directorship, and the structure
and composition of the Company’s Board and committees of the Board. The Nominating Committee is directly responsible for, among
other matters:
|
● |
identifying
and recommending candidates for membership on our Board; |
|
● |
including
nominees recommended by stockholders; |
|
● |
reviewing
and recommending the composition of our committees; |
|
● |
overseeing
our code of business conduct and ethics, corporate governance guidelines and reporting; and |
|
● |
making
recommendations to our Board concerning governance matters, including the adequacy of the Nominating Committee’s charter. |
The
Nominating Committee consists of: (i) Elizabeth Lowery, who is the Chairman of the Nominating Committee, (ii) Sherif Marakby and (ii)
Julie Blunden. The Board has determined that Elizabeth Lowery, Sherif Marakby and Julie Blunden are independent under the applicable
rules and regulations of Nasdaq.
The
Nominating Committee operates pursuant to a written charter that is available on the Company’s website at: https://investors.americanbatterytechnology.com/.
Board
Leadership Structure
The
Board currently consists of five directors. We currently combine the positions of Chairman and Chief Executive Officer into one position.
We believe that this structure is appropriate at this time. We believe that this combined model has certain advantages over other leadership
structures. This combined role allows Mr. Melsert to drive execution of our strategic plans and facilitates effective communication between
management and our Board to bring key issues to its attention, and to see that our Board’s guidance and decisions are implemented
effectively by management. Our Board has designated Ms. Lowery as its Lead Independent Director. Our Board believes that Ms. Lowery’s
strong leadership qualifications among other factors, contribute to her ability to fulfill the role of Lead Independent Director effectively.
Board’s
Role in Risk Management
Risk
assessment and oversight are an integral part of our governance and management processes. Our Board of Directors encourages management
to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses
strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the
year that include a focused discussion and analysis of the risks facing us. Our Board of Directors does not have a standing risk management
committee, but rather administers this oversight function directly through the Board of Directors as a whole, as well as through various
standing committees of the Board of Directors that address risks inherent in their respective areas of oversight. Our management is responsible
for day-to-day management of risk. The Board regularly discusses with management our major risk exposures, their potential impact on
our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees
and members of senior management to enable our Board to understand the Company’s risk identification, risk management and risk
mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and
reputational risk.
The
Audit Committee reviews information regarding liquidity and operations, and oversees our management of financial and cybersecurity risk
exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee also monitors compliance
with legal and regulatory requirements and considers and approves or disapproves any related person transactions. Periodically, the Audit
Committee reviews our policies with respect to risk assessment, risk management, loss prevention and regulatory compliance. Oversight
by the Audit Committee includes direct communication with our external auditors, and discussions with management regarding significant
risk exposures and the actions management has taken to limit, monitor or control such exposures. The Compensation Committee is responsible
for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. The Nominating
Committee reviews compliance with external and internal policies, procedures and practices consistent with the Company’s charter
and bylaws.
While
each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly
informed through committee reports and members of our management team about such risks. Matters of significant strategic risk and enterprise-wide
risk exposures are considered by our Board as a whole. The Board does not believe that its role in the oversight of our risks affects
the Board’s leadership structure.
Board
Diversity
Our
Nominating Committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience
required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates
and current members), the Nominating Committee, in recommending candidates for election, and the Board, in approving (and, in the case
of vacancies, appointing) such candidates, will take into account many factors, including the following:
|
● |
Personal
and professional integrity, ethics and values; |
|
● |
Experience
in corporate management, such as serving as an officer or former officer of a publicly-held company; |
|
● |
Experience
as a board member or executive officer of another publicly-held company; |
|
● |
Strong
finance experience; |
|
● |
Diversity
of expertise and experience in substantive matters pertaining to our business relative to other board members; |
|
● |
Diversity
of background and perspective, including, but not limited to, with respect to age, gender, race, sexual orientation, place of residence
and specialized experience; |
|
● |
Experience
relevant to our business industry and with relevant social policy concerns; and |
|
● |
Relevant
academic expertise or other proficiency in an area of our business operations. |
Currently,
the Company does not have a formal policy with regard to the consideration of diversity in identifying director nominees. Our Board evaluates
each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of
the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various
areas.
Communications
with our Board of Directors
Stockholders
seeking to communicate with members of the Board should submit their written comments to American Battery Technology Company, 100 Washington
Street, Suite 100, Reno, Nevada 89503, Attn: Secretary. The Secretary will forward such communications to each member of the Board; provided
that, if in the opinion of our Secretary, it would be inappropriate to send a particular stockholder communication to a specific director,
such communication will only be sent to the remaining directors (subject to the remaining directors concurring with such opinion) or
specific committees of the Board, as applicable.
Code
of Ethics and Business Conduct
The
Company has adopted a Code of Conduct.
Anti-Hedging
Policy
Our
Board has adopted an Insider Trading Policy, which applies to all of our directors, officers and employees. The policy prohibits our
directors, officers and employees and any entities they control from engaging in transactions in publicly traded options related to the
Company’s equity securities that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s
equity securities.
Corporate
Governance
Our
Related Persons Transaction Policy, Audit Committee Charter, Compensation Committee Charter, Nominations and Corporate Governance Committee
Charter, and other relevant documents are available, free of charge, on our website at https://americanbatterytechnology.com/ The information
contained on the website is not incorporated by reference in, or considered part of, this Proxy Statement.
Family
Relationships
There
are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors
or executive officers.
Director
Compensation
The
following table sets forth information regarding the compensation awarded to, earned by, or paid to our directors who served on our Board
for the year ended June 30, 2022.
DIRECTOR
COMPENSATION
Name | |
Salary ($) | | |
Bonus ($) | | |
Stock Awards ($) | | |
Option Awards ($) | | |
Non-Equity Incentive Plan Compensation ($) | | |
Nonqualified Deferred Compensation ($) | | |
All Other Compensation | | |
Total | |
Ryan Melsert
| |
| 90,000 | | |
| | | |
| 1,555,000 | | |
| | | |
| | | |
| | | |
| | | |
| 1,640,000 | |
Elizabeth Lowery | |
| 11,667 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 11,667 | |
Sherif Marakby | |
| 8,333 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 8,333 | |
Rick Fezell | |
| 13,333 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 13,333 | |
Julie Blunden | |
| 11,667 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 11,667 | |
EXECUTIVE
COMPENSATION AND OTHER INFORMATION
Executive
Officers
The
following table sets forth the names, ages, and positions of our executive officers as of October 3, 2022. Please see Proposal
1 for additional information regarding our directors. There are no arrangements, agreements or understandings between non-management
security holders and management under which non-management security holders may directly or indirectly participate in or influence the
management of our affairs. There are no arrangements or understandings between any director and any other person pursuant to which any
director or executive officer was or is to be selected as a director or executive officer, as applicable. There currently are no legal
proceedings with respect to our executive officers and directors, and during the past ten years there have been no legal proceedings
that are material to the evaluation of the ability or integrity of any of our directors or director nominees
Name |
|
Age |
|
Position |
|
|
|
|
|
Ryan
Melsert |
|
40 |
|
Chief
Executive Officer, Chief Technology Officer, Chairman |
|
|
|
|
|
Kimberly
Eckert |
|
45 |
|
Chief
Financial Officer |
|
|
|
|
|
Andrés
Meza |
|
42 |
|
Chief
Operating Officer, Secretary |
|
|
|
|
|
Scott
Jolcover
|
|
71
|
|
Chief
Resource Officer
|
|
|
|
|
|
Bret
Meich |
|
39 |
|
General Counsel |
Set
forth below is a brief description of the background and business experience of our executive officers:
Ryan
Melsert is our Chief Executive Officer, Chief Technology Officer, and Chairman of the Board. A description of Mr. Melsert’s
background and business experience is provided under “Proposal No. 1 Election of Directors.”
Kimberly
Eckert, Chief Financial Officer, Kimberly Eckert has over two decades of corporate finance and strategic mineral resource
development experience, working specifically within the critical minerals and precious metals industry, across the investment banking,
corporate financial management, investment management, and strategic consulting fields.
Ms.
Eckert served as Vice President at Deutsche Bank in Global Corporate Investment Banking of its Natural Resources Metals & Mining
group, and as the Director of Strategic Development at Coeur Mining, a company focused on the development of critical and precious metals
throughout Nevada, Alaska, British Columbia, and Mexico. She is an expert in corporate strategy, valuation, capital raises, and investor
relations, with specific financial expertise in seed-stage start-ups within the natural resources industry. Over the course of her career,
she has advised and executed on debt and equity linked financings as lead or joint bookrunner, and advised on numerous mergers, acquisitions,
and divestitures.
Andrés
Meza, Chief Operating Officer and Secretary, brings to the Company extensive expertise in operational leadership and manufacturing
to establish the required procedures and frameworks to help advance development-staged companies to commercial stages. Most recently,
he worked at the private equity firm Transom Capital as Vice President of Operations, managing a group of portfolio companies in which
the firm had invested. Mr. Meza also served as an engagement manager for the management consultancy firm McKinsey and Company, analyzing
the manufacturing operations of global corporations and developing strategic assessments for executives to implement operational efficiencies
in their facilities and business units. He spent four years at Apple, where he was a global supply manager focusing on commissioning
and scaling up manufacturing facilities across Asia and implementing cost efficiencies throughout their supply chain. In this role, Mr.
Meza helped optimize high-volume manufacturing. He started his professional career at Georgia Pacific working as a process engineer at
a paper mill where he was promoted to a shift team leader. He received an undergraduate degree in chemical engineering from the University
of Arkansas and attended the Harvard Business School to further enhance his management and leadership skills.
Scott
Jolcover, Chief Resource Officer, has development expertise spanning five decades including expertise in construction, mining
and land development, water resource, claims management, economic and environmental solutions. Prior to joining the Company, he served
as the Director of Development and General Site Manager for Comstock Mining Inc., where he managed all commercial transactions, including
land, water and other major capital expenditures and acquisitions and served two years on their Board of Directors. Other roles include
President and CEO for Virginia City Ventures, which established the Comstock Gold Mill and partnered with the Tri-County Railway Commission.
Mr. Jolcover has board and leadership roles with Nevada Works; Northern Nevada Development Authority (NNDA), Design and Construction
Committee; and a 20-year relationship with Virginia City Tourism Commission (VCTC), including Chair and Vice-Chair roles.
Bret
Meich, General Counsel, has legal expertise in a wide range of industries. Prior to joining the Company in August 2022, Mr. Meich
was a partner at the law firm Downey Brand LLP, where he represented clients for the past seven years, notably as lead trial counsel
in complex commercial, natural resources, construction, real estate, labor and employment matters. Additionally, Mr. Meich has counseled
clients in a range of intellectual property disputes and represented a technology licensor through several complex actions that resulted
in multiple favorable judgments for license fees. Earlier in his career, Mr. Meich spent over six years at the law firm Armstrong Teasdale
LLP as a business litigation and government law attorney. Mr. Meich holds a Bachelor of Science in Business Administration, cum laude,
from Georgetown University and a Juris Doctor degree, magna cum laude, from the University of Nevada-Las Vegas, William S. Boyd School
of Law.
Overview
This
section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary
Compensation Table” below. For the fiscal year ended June 30, 2022, our “named executive officers” and their positions
were as follows:
|
● |
Ryan
Melsert, Chief Executive Officer, Chief Technology Officer, Chairman of the Board |
|
● |
Kimberly
Eckert, Chief Financial Officer |
|
● |
Andrés
Meza, Chief Operating Officer |
|
● |
Scott
Jolcover, Chief Resource Officer |
|
● |
Douglas
Cole, former Chief Executive Officer and former Chairman of the Board |
|
● |
David
Corsaut, former Chief Financial Officer |
This
discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations
regarding future compensation programs. Actual compensation programs that we adopt in the future may differ materially from the currently
planned programs summarized in this discussion.
Summary
Compensation Table
The
following table provides information concerning all compensation awarded to, earned by, or paid to our former or current “principal
executive officer” and executive officers for the fiscal years ended June 30, 2022 and 2021. We refer to these individuals as our
“named executive officers.”
Summary
Compensation Table – Executive Officers
Name and Principal Position | |
Fiscal
Years Ended 6/30/22
and 6/30/2021 | | |
Salary
($) | | |
Bonus ($) | | |
Stock
Awards ($) | | |
Option
Awards ($) | | |
Non-Equity
Incentive Plan Compensation ($) | | |
Nonqualified
Deferred Compensation Earnings ($) | | |
All
Other Compensation ($) | | |
Total ($) | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Ryan
Melsert | |
2021 | | |
| 275,000 | | |
| 103,125 | | |
| 330,100 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 793,228 | |
CEO,
CTO, Chairman of the Board | |
2022 | | |
| 275,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 275,000 | |
Andres
Meza | |
— | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Chief
Operating Officer | |
2022 | | |
| 225,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 225,000 | |
Kimberly
Eckert | |
— | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Chief
Financial Officer | |
2022 | | |
| 50,000 | | |
| — | | |
| | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 50,000 | |
Scott
Jolcover | |
2021 | | |
| 136,442 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Chief
Resource Officer | |
2022 | | |
| 225,000 | | |
| — | | |
| 3,290,000 | | |
| — | | |
| — | | |
| — | | |
| 11,000 | | |
| 3,526,000 | |
Note:
Ryan
Melsert was appointed CEO on August 27, 2021, and was appointed Chairman of the Board on February 27, 2022. Prior to this, he served
as the Chief Technology Officer and Director. The compensation disclosed above reflect compensation earned as CEO and CTO.
Douglas
Cole resigned as CEO on August 27, 2021 and as Chairman of the Board effective February 25, 2022. In 2021, Mr. Cole received total compensation
of $3,798,434, consisting of $375,000 cash salary, $281,250 cash bonus, $2,785,100 in stock awards, and $357,084 other cash compensation.
As CEO in 2022, Mr. Cole received total compensation of $2,922,500, consisting of $62,500 cash salary and $2,860,000 in stock awards.
David
Corsaut resigned as CFO effective May 13, 2022. In 2021, Mr. Corsaut received total compensation of $255,477, consisting of $245,577
cash salary and $9,900 in other cash compensation. In 2022, Mr. Corsaut received total compensation of $3,160,500, consisting of $262,500
cash salary, $30,000 cash bonus, $2,860,000 in stock awards, and $8,000 other cash compensation. Mr. Corsaut received $300,000 cash under
the terms of his severance agreement.
Outstanding
Equity Awards at Fiscal Year End
|
|
Option Awards |
|
|
Stock Awards |
|
Name and Principal Position |
|
Number of securities underlying unexercised options
(#) exercisable |
|
|
Number of securities underlying unexercised options
(#) unexercisable |
|
|
Equity incentive plan awards: number of securities
underlying unexercised unearned options
(#) |
|
|
Option exercise price
($) |
|
|
Option Awards
($) |
|
|
Option expiration date |
|
|
Number of shares or units of stock that have not
vested
(#) |
|
|
Market value of shares or units of stock that have
not vested
($) |
|
|
Equity incentive plan awards: number of unearned
shares, units or other rights that have not vested
(#) |
|
|
Equity incentive plan awards: market or payout value
of unearned shares, units or other rights that have not vested
($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ryan Melsert1 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
CEO, CTO, Chairman of the Board |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andres Meza |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Chief Operating Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kimberly Eckert2 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
100,000 |
|
|
$ |
70,000 |
|
|
|
— |
|
|
|
— |
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott Jolcover |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Chief Resource Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
|
1) |
Under
the terms of his Employment Agreement dated August 1, 2022, Mr. Melsert was granted 60,000 Restricted Share Units that vest on January
1, 2023. |
|
2) |
Restricted
Share Units granted to Ms. Eckert vest on October 20, 2022. |
2021
Employee Retention Plan
On
May 16, 2021, our Board of Directors adopted the Company’s 2021 Employee Retention Plan (as amended, the “Plan”).
A total of 60,000,000 shares are authorized for issuance under the Plan. The Company has issued 1,891,930 under the Plan as of June 30,
2022.
The
Plan allows the Company to grant incentive stock options, stock appreciation rights, common stock, units of common stock, restricted
stock awards, restricted stock units, deferred stock units, performance awards and non-employee director awards. Stock options are exercisable
for up to ten years, at an option price per share not less than the fair market value on the date the option is granted. Participation
in the plan is limited to persons who are employees, consultants, advisors, or non-employee directors of the Company at the grant date.
In the case of consultants and advisors, however, their services cannot be in connection with the offer and sale of securities in a capital-raising
transaction nor directly or indirectly promote or maintain a market for the Company’s securities. The vesting schedule for options
or awards granted is determined by the Compensation Committee at the time of the grant. The Plan provides for accelerated vesting of
unvested options or awards if there is a change in control, as defined in the Plan.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Common
Stock
The
following table sets forth, as of October 3, 2022, the number and percentage of the 644,138,631 shares of outstanding Common
Stock which, according to the information supplied to the Company, were beneficially owned by (i) each person who is a director of the
Company, (ii) each named executive officer of the Company, (iii) all current directors and executive officers of the Company as a group,
and (iv) each person who, to the knowledge of the Company, is the beneficial owner of more than 5% of the outstanding Common Stock. Except
as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially
owned, subject to community property laws where applicable.
We
have determined beneficial ownership in accordance with SEC rules. The information does not necessarily indicate beneficial ownership
for any other purpose. Under these rules, the number of shares of Common Stock deemed outstanding includes shares issuable upon exercise
of stock options or warrants held by the respective person or group that may be exercised or converted within 60 days after October 3, 2022. For purposes of calculating each person’s or group’s percentage ownership, stock options and warrants exercisable
within 60 days after October 3, 2022, are included for that person or group but not for any other person or group.
Except
as otherwise indicated, the address of each of the persons named in the table below is c/o American Battery Technology Company, 100 Washington
Street, Suite 100, Reno, Nevada 89503.
Name
of Beneficial Owner | |
Number
of Shares of Common Stock Beneficially Owned | | |
Percentage
of Common Stock Beneficially Owned | |
Ryan
Melsert | |
| 16,094,576 | | |
| 2.50 | % |
Scott
Jolcover | |
| 3,525,000 | | |
| 0.55 | % |
Andrés
Meza | |
| — | | |
| — | |
Bret
Meich | |
| — | | |
| — | |
Kimberly
Eckert | |
| 100,000 | | |
| 0.00 | % |
Julie
Blunden | |
| — | | |
| — | |
Donald
R. (Rick) Fezell | |
| — | | |
| — | |
Elizabeth
Lowery | |
| — | | |
| — | |
Sherif
Marakby | |
| — | | |
| — | |
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
We
do not have any related party transactions.
Policies
and Procedures Regarding Related Party Transactions
Our
Board has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or
ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under
the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships
in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct
or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities
in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.
In reviewing and approving any such transactions, our Audit Committee is tasked to consider all relevant facts and circumstances, including,
but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction
and the extent of the related person’s interest in the transaction. The related person transactions disclosed in this Proxy Statement
were each approved by the full Board or Audit Committee, as applicable.
Interest
of Certain Persons in Matters to be Acted Upon
Other
than the election of directors and any future receipt of awards under our Plan, none of our directors, nominees for director, executive
officers, any person who has served as a director or executive officer since the beginning of the last fiscal year, or their associates
have any interest, direct or indirect, by security holdings or otherwise, in any of the matters to be acted upon at the 2022 Annual Meeting
as described in this Proxy Statement.
Delinquent
Section 16(a) Reports
Section
16(a) of the Securities Exchange Act requires that our directors and executive officers and persons who beneficially own more than 10%
of our common stock (referred to herein as the “reporting persons”) file with the SEC various reports as to their ownership
of and activities relating to our common stock. Such reporting persons are required by the SEC regulations to furnish us with copies
of all Section 16(a) reports they file. Based solely on our review of copies of the reports filed with the SEC and the written representations
of our directors and executive officers, we believe that all reporting requirements for fiscal year 2021 were complied with by each person
who at any time during the 2021 fiscal year was a director or an executive officer or held more than 10% of our common stock, except
for the following: Scott Jolcover has yet to file a Form 3 to report his holdings since he became an officer on August 27, 2021, and
he has yet to file a Form 4 to report his conversion of 200,000 Series C Preferred Stock on December 29, 2021. The Company expects that
the aforementioned Form 3 will be filed as soon as practicable following the filing of this proxy statement.
STOCKHOLDERS’
PROPOSALS
Stockholders
may submit proposals on matters appropriate for stockholder action at our subsequent annual meetings consistent with Rule 14a-8 promulgated
under the Exchange Act. For such proposals or nominations to be considered timely, they must be received in writing by our Secretary
no later than 120 days before the date on which the Company first sent its proxy materials for the prior year’s annual meeting
of stockholders. For such proposals or nominations to be considered in the proxy statement and proxy relating to the 2023 Annual Meeting
of stockholders they must have been received by us no later than May 27, 2023 (120 days prior to October 6, 2023, the one-year
anniversary of the 2022 proxy mailing). However, if the Company did not hold an annual meeting the previous year, or if the date of this
year’s annual meeting has been changed by more than 30 days from the date of the previous year’s meeting, then the deadline
is a reasonable time before the Company begins to print and send its proxy materials. Such proposals should be directed to American Battery
Technology Company, 100 Washington Street, Suite 100, Reno, Nevada 89503, Attn: Legal Department. Any proposal may be included in next
year’s proxy materials only if such proposal complies with the rules and regulations promulgated by the SEC. Nothing in this section
shall be deemed to require us to include in our proxy statement or our proxy relating to any meeting any stockholder proposal or nomination
that does not meet all of the requirements for inclusion established by the SEC. Pursuant to our Bylaws, no business may be brought before
an annual meeting unless it is specified in the notice of the meeting or is otherwise brought before the meeting by or at the direction
of the Board of Directors or by a stockholder entitled to vote at the meeting, who has delivered written notice to our Corporate Secretary
at our principal executive offices (containing certain information specified in the Bylaws about the stockholder, the proposed action,
etc.). The provisions set forth in the Bylaws do not affect a stockholder’s ability to request inclusion of a proposal in our proxy
statement, notwithstanding the Bylaws, if it is permitted and within the procedures and deadlines set forth in Rule 14a-8 of the SEC’s
proxy rules.
The
“Notice Period” for proxy solicitation in support of its director nominees other than the Company’s nominees is the
period not less than 90 days nor more than 120 days prior to the one-year anniversary of the date on which the Company mailed its proxy
materials to stockholders for the previous year’s annual meeting of stockholders. As a result, the Notice Period for stockholder
nominees of directors at the 2023 annual meeting of stockholders will start on May 29, 2023, and end on June 28, 2023. However, if the
date of the 2023 annual meeting of stockholders is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year
anniversary of the date of the 2022 Annual Meeting, the Notice Period will instead start 120 days prior to the 2023 annual meeting of
stockholders and end on the later of (i) 90 days prior to such meeting or (ii) the 10th day following our first public announcement
of the date of the 2023 annual meeting of stockholders. In the case of proxy solicitation in support of its director nominees, the soliciting
stockholder must comply with all of the notice requirements set forth in Rule 14a-19(b) of the Exchange Act.
This
is only a summary of the advance notice procedure. Complete details regarding all requirements that must be met are found in our bylaws.
You can obtain a copy of the relevant bylaw provisions by writing to the Company at the address above or to email the Company at info@batterymetals.com,
or by accessing the Company’s filings on the SEC’s website at www.sec.gov.
OTHER
BUSINESS
The
Board knows of no matter other than those described herein that will be presented for consideration at the 2022 Annual Meeting. However,
should any other matters properly come before the 2022 Annual Meeting or any adjournments or postponements thereof, it is the intention
of the person(s) named in the accompanying proxy to vote in accordance with their best judgment in the interest of the Company.
MISCELLANEOUS
The
Company will bear all costs incurred in the solicitation of proxies. In addition to solicitation by mail, our officers and employees
may solicit proxies by telephone, the Internet or personally, without additional compensation. We may also make arrangements with brokerage
houses and other custodians, nominees and fiduciaries for the forwarding of solicitation materials to the beneficial owners of shares
of our capital stock held of record by such persons, and we may reimburse such brokerage houses and other custodians, nominees and fiduciaries
for their out-of-pocket expenses incurred in connection therewith. We have not engaged a proxy solicitor.
The
SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements
with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders.
This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and
cost savings for companies. The Company and some brokers household proxy materials may deliver a single proxy statement and/or Notice
of Internet Availability of Proxy Materials to multiple stockholders sharing an address unless contrary instructions have been received
from the affected stockholders. Once you have received notice from your broker or the Company that they or the Company will be householding
materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time,
you no longer wish to participate in householding and would prefer to receive a separate Notice of Internet Availability of Proxy Materials,
please notify your broker if your shares are held in a brokerage account or the Company if you hold registered shares of capital stock.
We will also deliver a separate copy of this Proxy Statement to any stockholder upon written request. Similarly, stockholders who have
previously received multiple copies of disclosure documents may write to the address or call the phone number listed below to request
delivery of a single copy of these materials in the future. You can notify the Company by sending a written request to American Battery
Technology Company, 100 Washington Street, Suite 100, Reno, Nevada 89503, Attn: Secretary, by registered, certified or express mail or
by calling the Company at (775) 473-4744.
AVAILABILITY
OF ADDITIONAL INFORMATION
We
file annual, quarterly and current reports, proxy statements, and other information with the SEC. The SEC maintains a website at http://www.sec.gov
that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
The
2022 Annual Report on Form 10-K (which is not a part of our proxy soliciting materials), is being mailed with this proxy statement to
those stockholders that received a copy of the proxy materials in the mail. For those stockholders that received the Notice of Internet
Availability of proxy materials, this proxy statement and our 2022 Annual Report on Form 10-K are available on our website at https://investors.americanbatterytechnology.com/.
Additionally, and in accordance with SEC rules, you may access our proxy statement at www.proxyvote.com, a “cookie-free”
website that does not identify visitors to the site. A copy of the Company’s Annual Report on Form 10-K filed with the SEC will
be provided to stockholders without charge upon written request directed to American Battery Technology Company, 100 Washington Street,
Suite 100, Reno, Nevada 89503, Attn: Secretary. The Company’s copying costs will be charged if exhibits to the 2022 Annual Report
on Form 10-K are requested. The Company makes available on or through our website free of charge our Annual Report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and all amendments to such reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 as soon as reasonably practicable after filing.
October 3, 2022, By Order of the Board of Directors
|
|
/s/ Ryan
Melsert |
|
Name: |
Ryan
Melsert |
|
Title: |
Chief
Executive Officer |
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