5E Advanced Materials Files Definitive Proxy Statement

TL;DR

5E Advanced Materials just dropped its proxy statement for the 2025 fiscal year. Get ready to vote!

AI Summary

5E Advanced Materials, Inc. filed its definitive proxy statement on December 26, 2024, for its annual meeting of stockholders. The filing pertains to the fiscal year ending June 30, 2025, and includes information related to the company's governance and shareholder matters. The company's principal executive offices are located at 9329 Mariposa Road, Suite 210, Hesperia, CA 92344.

Why It Matters

This filing provides shareholders with crucial information regarding company governance and voting matters, enabling them to make informed decisions at the upcoming annual meeting.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) that provides information to shareholders and does not inherently introduce new financial risks.

Key Numbers

• 20250121 — Fiscal Year End (The proxy statement covers the period ending January 21, 2025.)

Key Players & Entities

• 5E Advanced Materials, Inc. (company) — Registrant
• 0000950170-24-139831.txt (document) — Filing document identifier
• 20241226 (date) — Filing date
• 20250121 (date) — Conformed period of report
• 9329 MARIPOSA ROAD, SUITE 210, HESPERIA, CA 92344 (address) — Company business and mailing address

FAQ

Key Financial Figures

• $0.01 — 0,725 shares of common stock, par value $0.01 per share, were outstanding. Only holde

Filing Documents

• feam_definitive_proxy_20.htm (DEF 14A) — 1671KB
• img238404407_0.jpg (GRAPHIC) — 180KB
• img238404407_1.jpg (GRAPHIC) — 22KB
• img238404407_2.jpg (GRAPHIC) — 24KB
• img238404407_3.jpg (GRAPHIC) — 20KB
• img238404407_4.jpg (GRAPHIC) — 15KB
• img238404407_5.jpg (GRAPHIC) — 1396KB
• img238404407_6.jpg (GRAPHIC) — 976KB
• img238404407_7.jpg (GRAPHIC) — 1026KB
• img238404407_8.jpg (GRAPHIC) — 1223KB
• 0000950170-24-139831.txt ( ) — 8390KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 4 PROXY STATEMENT SUMMARY 5 PROXY STATEMENT 6 QUESTIONS AND ANSWERS 7 MATTERS TO BE CONSIDERED AT ANNUAL MEETING 17 PROPOSAL ONE (1) TO (4) – ELECTION OF DIRECTORS 17 CORPORATE GOVERNANCE 20 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 25

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 27 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 30

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 31 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 36 PROPOSAL TWO – RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2025 37 REPORT OF THE AUDIT COMMITTEE 39 PROPOSAL THREE (1) TO (5) – TO APPROVE, FOR PURPOSES OF ASX LISTING RULE 10.14 AND FOR ALL OTHER PURPOSES, PARTICIPATION BY THE DIRECTORS IN THE COMPANY’S 2022 EQUITY COMPENSATION PLAN 40 PROPOSAL FOUR – TO APPROVE AN AMENDMENT TO THE 5E ADVANCED MATERIALS, INC. 2022 EQUITY COMPENSATION PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE 43 PROPOSAL FIRE – TO APPROVE, FOR PURPOSES OF NASDAQ LISTING RULE 5635 AND FOR ALL OTHER PURPOSES, THE ISSUANCE OF ADDITIONAL SHARES OF THE COMPANY’S COMMON STOCK UPON A MAKE-WHOLE FUNDAMENTAL CHANGE AND UPON CONVERSION OF THE CONVERTIBLE NOTES ISSUABLE UNDER THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENT 50 PROPOSAL SIX – TO APPROVE A POTENTIAL FUTURE PRIVATE OFFERING 52 PROPOSAL SEVEN – TO APPROVE OF AMENDMENTS TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT 55 PROPOSAL EIGHT – TO APPROVE THE ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF PROPOSALS THREE, FOUR, FIVE, SIX, SEVEN OR EIGHT 65 APPENDIX A – PROPOSED AMENDMENT TO THE 2022 EQUITY COMPENSATION PLAN A- 1 APPENDIX B – 5E ADVANCED MATERIALS, INC. 2022 EQUITY COMPENSATION PLAN B- 1 APPENDIX C – CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 5E ADVANCED MATERIALS, INC. C- 1 3

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Proxy Statement contains various forward-looking statements that are not historical facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “intend,” “budget,” “target,” “aim,” “strategy,” “estimate,” “plan,” “guidance,” “outlook,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect the Company and management’s beliefs and expectations based on current estimates and projections. While the Company believes these expectations, and the estimates and projections on which they are based, are reasonable and were made in good faith, these statements are subject to numerous risks and uncertainties, any of which could cause the Company’s actual results, performance, or achievements, or industry results, to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties, which include, but are not limited to, the risks described in the Company’s Annual Report on Form 10-K for the year ended June 30, 2024, under the heading “Risk Factors” and in other documents filed by the Company with the Securities and Exchange Commission (the “SEC”). These forward-looking statements speak only as of the date hereof, and except as required by law, the Company undertakes no obligation to correct, update, or revise any forward-looking state

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View this DEF 14A filing on SEC EDGAR