McEwen (MUX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 4, 2026, with voting on key proposals including director elections, auditor ratification, and share issuance to a related party.

• Shareholders of record as of April 20, 2026, are eligible to vote, with multiple voting methods available prior to the meeting.

• The meeting will be held in person and webcast for informational purposes, but voting is not permitted via webcast.

Voting matters and shareholder proposals

• Shareholders will vote on electing 11 directors, ratifying Ernst & Young LLP as auditor for 2026, and approving issuance of shares to Robert McEwen under an Arrangement Agreement with Canadian Gold Corp.

• Approval of share issuance to Mr. McEwen is required under NYSE rules due to his status as a related party and the size of the transaction.

• If shareholder approval is not obtained for the share issuance, Mr. McEwen will receive cash instead of shares.

• Shareholder proposals for the next annual meeting must be submitted by December 25, 2026.

Board of directors and corporate governance

• The board consists of 11 members, with a mix of industry, financial, legal, and technology expertise; most are independent under NYSE rules.

• Board committees include Audit, Compensation/Nominating/Corporate Governance, Environmental Health & Safety, and Disclosure.

• The board chair is also the CEO, with a lead independent director presiding over non-management sessions.

• The board reviews communications from shareholders and oversees risk management.

• Board diversity is considered informally, with an emphasis on complementary skills and backgrounds.