Perpetua Resources Corp. Schedules 2024 Annual General Meeting on May 16

TL;DR

<b>Perpetua Resources Corp. is holding its 2024 Annual General Meeting on May 16, 2024, to vote on director elections, auditor ratification, and an equity incentive plan amendment.</b>

AI Summary

PERPETUA RESOURCES CORP. (PPTA) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. Perpetua Resources Corp. will hold its 2024 Annual General Meeting of Shareholders on Thursday, May 16, 2024, at 10:00 a.m. Mountain Time. The meeting will be conducted online at meetnow.global/MR457K6. Shareholders will consider the audited financial statements for the year ended December 31, 2023. The agenda includes the election of ten directors, setting the number of directors at ten, and ratifying the appointment of PricewaterhouseCoopers LLP as independent auditors for fiscal year 2024. Shareholders will also vote on an amendment to the Company's Omnibus Equity Incentive Plan to increase the number of shares available for awards.

Why It Matters

For investors and stakeholders tracking PERPETUA RESOURCES CORP., this filing contains several important signals. The meeting is a key governance event where shareholders directly influence the company's leadership and compensation structures. Decisions made regarding the equity incentive plan amendment could impact future share dilution and employee compensation strategies.

Risk Assessment

Risk Level: — PERPETUA RESOURCES CORP. shows moderate risk based on this filing. The filing is a routine proxy statement for an annual general meeting, with no immediate financial or operational disclosures indicating significant risk.

Analyst Insight

Shareholders should review the proposed director nominees and the equity incentive plan amendment details to make informed voting decisions.

Key Numbers

• 10 — Directors to be elected (Number of directors to be elected at the Annual Meeting.)
• 10 — Number of directors (Proposed number of directors on the Board.)

Key Players & Entities

• PERPETUA RESOURCES CORP. (company) — Registrant name
• PricewaterhouseCoopers LLP (company) — Independent auditors
• May 16, 2024 (date) — Date of Annual General Meeting
• December 31, 2023 (date) — Financial year end
• 2024 (date) — Fiscal year for auditor appointment

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.
• Shareholder Participation [low — operational]: Ensuring sufficient shareholder participation and voting on key proposals is crucial for effective corporate governance.

Industry Context

Perpetua Resources Corp. operates in the gold and silver ores industry. This filing is a standard proxy statement for its annual shareholder meeting.

Regulatory Implications

The filing adheres to the Securities Exchange Act of 1934, specifically Section 14(a) and Regulation 14A, governing proxy solicitations.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Analyze the proposed amendment to the Omnibus Equity Incentive Plan, including the number of shares to be added.
3. Vote on the ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2024.

Key Dates

• 2024-05-16: 2024 Annual General Meeting — Shareholders will vote on key corporate matters including director elections and plan amendments.
• 2023-12-31: Fiscal Year End — The financial statements for this period will be presented and considered at the meeting.

Glossary

DEF 14A

Definitive Proxy Statement filed with the SEC. (This filing type indicates the company is soliciting shareholder votes for its annual meeting.)

Omnibus Equity Incentive Plan

A plan that allows a company to grant various types of equity-based compensation to employees and directors. (Shareholder approval is sought to increase the number of shares available under this plan, impacting future equity awards.)

Year-Over-Year Comparison

This is a Definitive Proxy Statement (DEF 14A) filing, which is a standard annual corporate governance document and does not represent a change from previous filings of this type.

Filing Documents

• tm242846-1_def14a.htm (DEF 14A) — 1168KB
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• 0001104659-24-043662.txt (&nbsp;) — 2230KB

ELECTION OF DIRECTORS

ITEM 1 ELECTION OF DIRECTORS 10

NUMBER OF DIRECTORS

ITEM 2 NUMBER OF DIRECTORS 11 BOARD OF DIRECTORS INFORMATION 12 Biographical Information 12 Family Relationships 18 Majority Voting Policy 18 Legal Proceedings, Cease Trade Orders, Bankruptcies, Penalties or Sanctions 18 Director Nominee Tenure, Skills, and Characteristics 19 Corporate Governance 20 Board Meetings and Committees 26 Compensation of Directors 30 Non-Employee Director Share Ownership and Retention Guidelines 31

RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS

ITEM 3 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS 32 AUDITORS 33 Fee Information 33 Pre-Approval Policies and Procedures 33 Audit Committee Report 33 2 TABLE OF CONTENTS

APPROVAL OF SHARE INCREASE AMENDMENT UNDER THE OMNIBUS EQUITY INCENTIVE PLAN

ITEM 4 APPROVAL OF SHARE INCREASE AMENDMENT UNDER THE OMNIBUS EQUITY INCENTIVE PLAN 35 BENEFICIAL OWNERSHIP OF SHARES 47 EXECUTIVE OFFICERS 49

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 51 EQUITY COMPENSATION PLAN INFORMATION 65 AUDIT COMMITTEE INFORMATION 66 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 72 OTHER INFORMATION 73 APPENDIX A A-1 This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management's expectations are described in our 2023 Annual Report on Form 10-K. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document. 3 TABLE OF CONTENTS PERPETUA RESOURCES CORP. PROXY STATEMENT ANNUAL GENERAL MEETING OF SHAREHOLDERS To Be Held on Thursday, May 16, 2024 ANNUAL MEETING INFORMATION General The proxy is solicited by the Board of Directors (the "Board" or "Directors") of Perpetua Resources Corp. ("Perpetua" or the "Company") for the Annual General Meeting (the "Annual Meeting" or "Meeting") of Shareholders to be held at 10:00 a.m., Mountain Time, on Thursday, May 16, 2024, and any adjournment or postponement thereof. This year's Annual Meeting will be held in a virtual-meeting format only. Registered Shareholders and duly appointed proxyholders who log into the Meeting online may participate in the Annual Meeting at meetnow.global/MR457K6 and will be able to listen, ask questions and securely vote through

View Full Filing

View this DEF 14A filing on SEC EDGAR