McEwen Mining (MUX) Announces AGM Voting Results and Reverse Allocation


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McEwen Mining Inc. (NYSE: MUX) (TSX: MUX) (“MUX” or the “Company”) announces that it is proceeding with a 1 for 10 reverse stock split of the common shares of the Company (“the Combination”) with an effective date on or about July 26e2022. Notice has been provided to the New York Stock Exchange (“NYSE”), and the common shares of MUX are expected to begin trading on the NYSE and the Toronto Stock Exchange (“TSX”), on a consolidated basis, on or around July 26e2022.

At MUX’s annual shareholders’ meeting, held on July 7e2022, the shareholders of the Company have approved the proposal to grant the Board of Directors the discretionary power to amend the articles of association to effect a consolidation of the outstanding common shares on a ratio of at least 1:5 and at plus 1-for-10. In addition, shareholders approved the proposed amendment to the articles of association to reduce the number of common shares authorized to be issued from 675 million shares to 200 million shares.

Following the Combination, the number of outstanding common shares of the Company will decrease from approximately 474 million common shares outstanding to approximately 47 million common shares outstanding. The common shares of MUX will continue to trade on the NYSE and TSX under the existing ticker symbols. Following the Combination, the new CUSIP number for the common shares of the Company will be 58039P305, and the new ISIN number for the common shares of the Company will be US58039P3055.

MUX’s transfer agent, Computershare Investor Services (“Computershare”), will act as exchange agent for the Reverse Split. On the effective date of the Combination, Computershare will send instructions (a “Letter of Transmittal”) to shareholders who hold share certificates regarding the exchange of old certificates for new certificates. Shareholders who hold their shares in brokerage or “street name” accounts are not required to take any action to effect the exchange of their shares. No fractional ordinary shares will be issued in connection with the Combination; fractions will be cancelled.

Election of the new director

Mr. Ian Ball has just been elected to the Company’s Board of Directors. Ian has spent most of his professional career in the mining and natural resources sector. In executive roles, he has been involved in companies focused on gold and silver exploration and development in North and South America as well as royalty businesses. He most recently served as President and CEO of Abitibi Royalties, Inc., a Toronto-listed gold royalty company. He joined Abitibi in 2014 and served as an officer and director until 2021, when the company was acquired for $250 million. Prior to his tenure at Abitibi, Ian served as President of McEwen Mining.

AGM Voting Results

At the annual meeting of shareholders held on July 7youh2022, MUX shareholders voted for:

  • Elect as directors: Robert McEwen, Allen Ambrose, Ian Ball, Richard Brissenden, Robin Dunbar, Dr Donald Quick, Dr Merri Sanchez and William Shaver.
  • Ratify the appointment of Ernst & Young LLP as the Company’s registered independent public accounting firm for the year ending December 31, 2022.
  • Approve the compensation of the Named Executive Officers (on an advisory basis) and set the frequency at which shareholders are entitled to vote on the compensation every three years.
  • Approve the proposal to grant the Board of Directors the discretionary power to amend the articles of association to effect a consolidation of the outstanding common shares on a ratio of at least 1:5 and at most 1:10.
  • Approve the proposed amendment to the articles of association to reduce the number of common shares authorized for issuance from 675 million shares to 200 million shares.

The detailed voting results are as follows.

For the election of directors:

For Withheld Percentage for Percentage retained
Robert R. McEwen 171 581 744 11,233,062 93.86% 6.14%
Allen V. Ambrose 168 694 429 14,120,377 92.28% 7.72%
Richard W. Brissenden 171 099 372 11,715,434 93.59% 6.41%
Robin E. Dunbar 170 595 019 12,219,787 93.32% 6.68%
Donald RM Fast 171 096 051 11,718,755 93.59% 6.41%
Merri Sanchez 171 188 034 11,626,772 93.64% 6.36%
William M. Razor 171 399 520 11,415,286 93.76% 6.24%
Ian Ball 171 638 113 11,176,693 93.89% 6.11%

For the advisory vote on the approval of executive compensation:

For Versus Abstention Percentage for Percentage
Versus
Percentage
Abstention
165 788 946 14,208,713 2,817,397 90.69% 7.77% 1.54%

For approval of the frequency of advisory votes on compensation:

1 year 2 years 3 years Abstention
77,524,138 2,726,549 100 143 283 2,421,086

For the appointment of Ernst & Young LLP as the registered independent public accounting firm of the Company:

For Versus Abstention Percentage for Percentage
Versus
Percentage
Abstention
238 132 480 3,728,244 6,124,650 96.03% 1.50% 2.47%

For the proposal to grant the Board of Directors the discretionary power to perform the Reverse Split:

For Versus Abstention Percentage for Percentage
Versus
Percentage
Abstention
216 390 016 22,413,156 1,591,357 90.02% 9.32% 0.66%

For the proposal to reduce the number of authorized shares:

For Versus Abstention Percentage for Percentage
Versus
Percentage
Abstention
217 682 278 21,362,046 1,350,205 90.55% 8.89% 0.56%

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