Hycroft Mining (HYMC) Proxy Filing summary

Executive summary

• The annual meeting is rescheduled to December 29, 2025, with a new record date of December 12, 2025, and includes the addition of a new board nominee, Sean D. Goodman.

• Stockholders will vote on electing six directors, approving a new performance and incentive pay plan, and ratifying the appointment of Baker Tilly as the independent auditor.

• The board recommends voting in favor of all proposals and emphasizes the importance of stockholder participation.

Voting matters and shareholder proposals

• Proposals include electing six directors, approving the 2025 Performance and Incentive Pay Plan, and ratifying Baker Tilly as auditor.

• Only stockholders of record as of December 12, 2025, may vote.

• Each share of common stock entitles the holder to one vote; a majority is required for most proposals.

• The board unanimously recommends a vote “FOR” all proposals.

• Procedures for submitting proposals for the 2026 annual meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• The board will be reduced from seven to six members, with Marni Wieshofer not standing for re-election.

• Five of six nominees are independent under Nasdaq standards; detailed qualifications and experience are provided for each nominee.

• The board has five standing committees: Audit, Compensation, Nominating and Governance, Safety and Technical, and ESG, all composed of independent directors.

• The board conducts annual performance evaluations and maintains a separation between the Chairman and CEO roles.

• A code of ethics, insider trading policy, and compensation recovery (clawback) policy are in place.