Aqua Metals, Inc. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Aqua Metals, Inc. is holding its 2024 Annual Meeting on May 23, 2024, to vote on director elections, stock incentive plan amendments, and an increase in authorized shares.</b>

AI Summary

Aqua Metals, Inc. (AQMS) filed a Proxy Statement (DEF 14A) with the SEC on April 16, 2024. The 2024 Annual Meeting of Stockholders for Aqua Metals, Inc. will be held on May 23, 2024, at 9:00 a.m. local time. Stockholders will vote on electing four directors, amending the 2019 Stock Incentive Plan to increase reserved shares, and increasing authorized common stock from 200,000,000 to 300,000,000. The appointment of Forvis LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, will be ratified. An advisory vote will be held on the compensation of the Company's named executive officers. The Board of Directors recommends voting FOR all proposals, including director nominees and the increase in authorized shares.

Why It Matters

For investors and stakeholders tracking Aqua Metals, Inc., this filing contains several important signals. The proposed increase in authorized shares from 200,000,000 to 300,000,000 could provide the company with greater flexibility for future financing or strategic initiatives. The amendment to the 2019 Stock Incentive Plan to increase reserved shares suggests a potential focus on employee and executive compensation, possibly to retain talent or incentivize performance.

Risk Assessment

Risk Level: low — Aqua Metals, Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or significant operational updates, indicating a low level of immediate risk.

Analyst Insight

Stockholders should review the proposals regarding director elections and amendments to the stock incentive plan and certificate of incorporation to make informed voting decisions.

Key Numbers

• 200,000,000 — Current Authorized Shares (Amended and Restated Certificate of Incorporation)
• 300,000,000 — Proposed Authorized Shares (Amended and Restated Certificate of Incorporation)
• 4 — Directors to be Elected (Annual Meeting Proposals)
• 2019 — Stock Incentive Plan Year (Amendment Proposal)
• 2024 — Fiscal Year End (Independent Registered Public Accounting Firm)

Key Players & Entities

• Aqua Metals, Inc. (company) — Registrant
• Forvis LLP (company) — independent registered public accounting firm
• 200,000,000 (dollar_amount) — authorized shares of common stock
• 300,000,000 (dollar_amount) — authorized shares of common stock

FAQ

Risk Factors

• Filing Requirements [low — regulatory]: The company must comply with SEC regulations for proxy statements and annual meetings.

Industry Context

Aqua Metals, Inc. operates in the secondary smelting and refining of nonferrous metals industry.

Regulatory Implications

The company is subject to SEC regulations governing proxy solicitations and annual shareholder meetings.

What Investors Should Do

1. Review the nominees for director positions.
2. Evaluate the proposed amendment to the 2019 Stock Incentive Plan.
3. Consider the impact of increasing authorized shares from 200,000,000 to 300,000,000.

Key Dates

• 2024-05-23: Annual Meeting of Stockholders — Vote on director elections, stock incentive plan, and share authorization.
• 2024-04-16: Filing Date — Date of the DEF 14A filing.

Glossary

DEF 14A

Definitive Proxy Statement (Filed by registrants to provide information to shareholders before their annual meeting.)

Stock Incentive Plan

A plan that grants employees the right to purchase company stock. (Amendment proposed to increase the number of shares reserved under the plan.)

Year-Over-Year Comparison

This filing is a DEF 14A, indicating it is the definitive proxy statement for the annual meeting, following any preliminary filings.

Key Financial Figures

• $5,500 — l pay Morrow Sodali a fee not to exceed $5,500, plus phone and other related expenses,

Filing Documents

• aqms20240408_def14a.htm (DEF 14A) — 735KB
• a01.jpg (GRAPHIC) — 150KB
• a02.jpg (GRAPHIC) — 123KB
• 0001437749-24-012110.txt (&nbsp;) — 1113KB

Forward-Looking Statements

Forward-Looking Statements 3 PROPOSAL NO. 1 - ELECTION OF DIRECTORS 4 Board Nominees 4 Board Recommendation 4 Information about Director Nominees 4 CORPORATE GOVERNANCE 5 Board Composition 5 Director Resignation Policy 5 Committees of the Board of Directors 6 Audit Committee 6 Compensation Committee 6 Nominating and Corporate Governance Committee 7 Board Diversity 7 Board Leadership Structure and Role in Risk Oversight 8 Process for Stockholders to Send Communications to our Board of Directors 8 Employee, Officer and Director Hedging 8 Code of Conduct 8 Limitation of Liability of Directors and Indemnification of Directors and Officers 8 PROPOSAL NO. 2 - APPROVE AN AMENDMENT TO OUR 2019 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED UNDER THE PLAN 9 Introduction 9 Board Recommendation 9 General 9 Administration 10 Options 10 Restricted Stock Awards 10 Restricted Stock Units 10 Performance Awards 11 Change in Control of Company 11 Effect of Termination of Employment or Other Service 11 U.S. Income Tax Consequences 11 Equity Compensation Plan Information 12 PROPOSAL NO. 3 –APPROVE AND ADOPT AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT AN INCREASE IN THE NUMBER OF SHARES OF COMMON STOCK FROM 200,000,000 TO 300,000,000 13 Introduction 13 Proposal 13 Board Recommendation 13 PROPOSAL NO. 4 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 14 i Table of Contents Board Recommendation 14 Fees Incurred for Services by Principal Accountant 14 Pre-Approval Policies and Procedures 15 Audit Committee Report 15 PROPOSAL NO. 5 – ADVISORY VOTE ON EXECUTIVE COMPENSATION 15 Introduction 15 Board Recommendation 15

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 16 EXECUTIVE OFFICERS AND COMPENSATION 17 Executive Officers 17 Summary Compensation Table 17 Narrative Disclosure to Summary Compensation Table 18 Potential Payments upon Termination 20 Outstanding Equity Awards at December 31, 2023 20 Pay vs. Performance 21 Relationship between Pay and Performance 22 Compensation of Directors 23 Equity Compensation Plan Information 24 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 25 Related Party Transactions, Promoters and Directors Independence 25 Stockholder Proposals and Director Nominations for 2025 Annual Meeting 25 Householding of Proxy Materials 25 Other Matters 25 Incorporation by Reference 26 ii Table of Contents AQUA METALS, INC. 5370 Kietzke Lane, #201 Reno, Nevada, 89511 (775) 446-4418 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 23, 2024 INFORMATION ABOUT THE ANNUAL MEETING General Your proxy is solicited on behalf of the Board of Directors (which we refer to as our "Board") of Aqua Metals, Inc., a Delaware corporation (which we refer to as "we," "us," "our," or the "Company"), for use at our 2024 Annual Meeting of Stockholders (which we refer to as the "Annual Meeting") to be held on Thursday, May 23, 2024, at 9:00 a.m. local time, or at any continuation, postponement or adjournment thereof, for the purposes discussed in this Proxy Statement. Proxies are solicited to give all stockholders of record an opportunity to vote on matters properly presented at the Annual Meeting. Important Notice Regarding the Availability of Proxy Materials for the Stockholders ' Meeting to Be Held Via the Internet at www.virtualshareholdermeeting.com/AQMS2024 on Thursday, May 23, 2024, at 9:00 a.m. local time. The Annual Report, Notice of Meeting, and Proxy Statement are available at – www.proxyvote.com We intend to ma

Forward-Looking Statements

Forward-Looking Statements This Proxy Statement contains "forward-looking statements" (as defined in the Private Securities Litigation Reform Act of 1995). These statements are based on our current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding actions to be taken by us. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those mentioned in the risk factors in Item 1A of our 2023 Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. 3 Table of Contents PROPOSAL NO. 1 ELECTION OF DIRECTORS Board Nominees Our Board currently consists of five (5) members, three (3) of whom are independent under the listing standards for independence of the NASDAQ and under Rule 10A-3 under the Securities Exchange Act of 1934, as amended (which we refer to as the "Exchange Act"). However, one of our current directors, Sung Yi, has elected not to stand for reelection and following this Annual Meeting our Board will consist of four (4) members. During 2023, David Kanen resigned from our Board in July 2023. Based upon the recommendation of the Nominating and Corporate Governance Committee of our Board, our Board determined to nominate each of the Company's current directors, other than Mr. Yi, for re-election at the Annual Meeting. Our Board and the Nominating and Corporate Governance Committee believe the directors nominated collectively have the experience, qualifications, attributes and skills to effectively oversee the management of the Company, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a b

View Full Filing

View this DEF 14A filing on SEC EDGAR