Vista Gold (VGZ) Proxy Filing summary

Executive summary

• Annual General and Special Meeting scheduled for April 29, 2025, at 10:00 AM PDT for holders of common shares as of March 10, 2025.

• Shareholders can vote online, by mail, or in person at the meeting location in Vancouver, BC.

• Proxy materials, including the proxy statement and annual report, are available online and by request.

Voting matters and shareholder proposals

• Election of six directors: John M. Clark, Frederick H. Earnest, Deborah J. Friedman, Patrick F. Keenan, Tracy A. Stevenson, and Michel Sylvestre.

• Appointment of Davidson & Company LLP as external auditors for the ensuing year.

• Advisory, non-binding vote on executive compensation for named executive officers.

• Approval of all unallocated awards under the Long Term Equity Incentive Plan (LTIP).

• Approval of all unallocated awards under the Deferred Share Unit (DSU) Plan.

Board of directors and corporate governance

• Board recommends voting in favor of all director nominees and all proposals.