Paramount Gold Nevada Sets Virtual Annual Meeting, Board Backs All Proposals

TL;DR

**PZG's board is pushing through a compensation plan amendment and wants a three-year Say on Pay, signaling a potential move to consolidate power and reduce immediate shareholder oversight on executive pay.**

AI Summary

Paramount Gold Nevada Corp. (PZG) is holding its 2025 Annual General Meeting on December 11, 2025, virtually, to address key corporate governance and compensation matters. Stockholders will vote on the election of seven director nominees, the ratification of Baker Tilly US, LLP as the independent auditor for the fiscal year ending June 30, 2026, and an advisory vote on Named Executive Officer compensation. Additionally, investors will determine the frequency of future 'Say on Pay' votes and approve an amendment to the Company's 2016 Stock Incentive and Equity Compensation Plan. The Board unanimously recommends voting 'FOR' all proposals, including a 'Three Years' frequency for Say on Pay. The company's focus remains on its Grassy Mountain Gold Project and Sleeper Gold Project, with an outlook for 2026 to be discussed.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Paramount Gold Nevada, directly impacting investor confidence and executive alignment. Approving the 2016 Stock Incentive and Equity Compensation Plan amendment could dilute existing shareholder value but is intended to incentivize management for progress on the Grassy Mountain and Sleeper Gold Projects. The 'Say on Pay' vote and its frequency provide a direct channel for investors to influence executive compensation, a key competitive factor in attracting and retaining talent in the volatile mining sector. The ratification of Baker Tilly US, LLP ensures continued financial oversight, crucial for a company in the development stage.

Risk Assessment

Risk Level: medium — The proposal to amend the 2016 Stock Incentive and Equity Compensation Plan could lead to increased share dilution, impacting existing shareholder value. Furthermore, the Board's recommendation for a 'Three Years' frequency for future Say on Pay votes reduces the annual opportunity for shareholders to express their views on executive compensation, potentially leading to less accountability.

Analyst Insight

Investors should carefully review the proposed amendment to the 2016 Stock Incentive and Equity Compensation Plan for potential dilution and consider voting 'One Year' for the frequency of future Say on Pay to maintain more frequent oversight of executive compensation. Engage with the virtual meeting on December 11, 2025, to ask specific questions about the Grassy Mountain and Sleeper Gold Projects' progress.

Key Numbers

• 78,338,726 — Shares of common stock outstanding (As of the Record Date, October 16, 2025, all shares are entitled to be voted at the Annual Meeting.)
• December 11, 2025 — Annual Meeting Date (Date when stockholders will vote on key proposals.)
• October 16, 2025 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting.)
• June 30, 2026 — Fiscal Year End (Fiscal year for which Baker Tilly US, LLP is appointed independent auditor.)

Key Players & Entities

• Paramount Gold Nevada Corp. (company) — Registrant and issuer of common stock
• Rachel Goldman (person) — CEO and Director of Paramount Gold Nevada Corp.
• Baker Tilly US, LLP (company) — Independent registered public accounting firm for fiscal year ending June 30, 2026
• Grassy Mountain Gold Project (company) — Key project of Paramount Gold Nevada Corp.
• Sleeper Gold Project (company) — Key project of Paramount Gold Nevada Corp.
• SEC (regulator) — Securities and Exchange Commission
• Computershare (company) — Transfer agent handling legal proxy registrations
• $78,338,726 (dollar_amount) — Shares of common stock outstanding as of Record Date October 16, 2025

FAQ

Industry Context

Paramount Gold Nevada Corp. operates in the gold mining industry, which is capital-intensive and subject to volatile commodity prices. The company's focus on its Grassy Mountain Gold Project and Sleeper Gold Project indicates a strategy centered on exploration and development of precious metal assets. The industry is characterized by significant regulatory hurdles, environmental considerations, and competition for resources and financing.

Regulatory Implications

The company faces regulatory oversight from bodies like the SEC, which mandates detailed disclosures through filings like the DEF 14A. Environmental regulations and permitting processes are critical for the development of mining projects, posing potential delays or increased costs. Compliance with corporate governance standards is also essential for maintaining investor confidence.

What Investors Should Do

1. Vote on Director Nominees
2. Ratify Independent Auditor
3. Consider Executive Compensation
4. Determine Say on Pay Frequency
5. Approve Equity Plan Amendment

Key Dates

• 2025-12-11: 2025 Annual General Meeting of Stockholders — Stockholders will vote on director elections, auditor ratification, executive compensation, Say on Pay frequency, and amendments to the equity compensation plan.
• 2025-10-16: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2026-06-30: Fiscal Year End — The fiscal year for which Baker Tilly US, LLP is appointed as the independent auditor.

Glossary

DEF 14A

A proxy statement filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about matters to be voted on at a company's annual meeting of shareholders. (This document outlines the proposals and information relevant to Paramount Gold Nevada Corp.'s 2025 Annual General Meeting.)

Say on Pay

A shareholder advisory vote on executive compensation. (Stockholders will vote on the compensation paid to Named Executive Officers and the frequency of future Say on Pay votes.)

Named Executive Officers

The top executive officers of a company, typically the CEO, CFO, and other highest-paid executives, whose compensation is disclosed in proxy statements. (The compensation of these officers is subject to an advisory vote by shareholders.)

Independent Registered Public Accounting Firm

An external audit firm that is independent of the company and is responsible for auditing the company's financial statements. (Shareholders will vote to ratify the appointment of Baker Tilly US, LLP as the company's auditor for the upcoming fiscal year.)

Stock Incentive and Equity Compensation Plan

A plan established by a company to grant stock options, restricted stock, or other equity-based awards to employees and directors. (Shareholders will vote on an amendment to the company's existing 2016 plan.)

Year-Over-Year Comparison

This analysis is based on the 2025 DEF 14A filing. Without access to the previous year's filing, a direct comparison of key metrics such as revenue growth, margin changes, or the emergence of new risks cannot be provided. However, the current filing focuses on routine corporate governance matters, director elections, auditor ratification, and executive compensation, alongside a proposed amendment to the equity compensation plan.

Key Financial Figures

• $15,000 — proxy statement would be approximately $15,000 plus out-of-pocket expenses. In addit

Filing Documents

• pzg-20251028.htm (DEF 14A) — 1038KB
• img163814742_0.jpg (GRAPHIC) — 167KB
• img163814742_1.jpg (GRAPHIC) — 230KB
• img163814742_2.jpg (GRAPHIC) — 236KB
• 0001193125-25-253604.txt ( ) — 3130KB
• pzg-20251028.xsd (EX-101.SCH) — 7KB
• pzg-20251028_htm.xml (XML) — 72KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 9 MATTERS TO COME BEFORE THE ANNUAL MEETING 10 PROPOSAL No. 1: ELECTION OF DIRECTORS 10 PROPOSAL No. 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIR M 13 PROPOSAL No. 3: SAY ON PAY 14 PROPOSAL No. 4: FREQUENCY ON FUTURE SAY ON PAY 16 PROPOSAL No. 5: AMENDMENT TO THE 2016 STOCK INCENTIVE AND EQUITY COMPENSATION PLAN 17 BOARD MEETINGS AND COMMITTEES; ANNUAL MEETING ATTENDANCE 23 THE COMPENSATION COMMITTEE 24 THE AUDIT COMMITTEE 25 THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE 26

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 28 DIRECTOR COMPENSATION 31 CORPORATE GOVERNANCE 33 STOCKHOLDER PROPOSALS 33 DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS 34 OTHER MATTERS 34 EXHIBIT 1: 2016 STOCK INCENTIVE AND EQUITY COMPENSATION PLAN 35 2 Paramount Gold Nevada Corp. 665 Anderson Street Winnemucca, Nevada 89445 (844) 488-2233 NOTICE OF ANNUAL GENERAL MEE TING OF STOCKHOLDERS Notice is hereby given that the 2025 Annual General Meeting of Stockholders of Paramount Gold Nevada Corp. (the "Company") will be held virtually via the Internet at https://meetnow.global/M7YC66P with no meeting password required at 11:00 a.m., eastern standard time, on Thursday, December 11, 2025 for the following purposes: 1. To elect as directors the seven nominees named in the Proxy Statement to serve for the ensuing year and until their respective successors are duly elected and qualified; 2. To ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2026; 3. To vote on, an advisory basis, the compensation paid to Named Executive Officers; 4. To vote on the frequency of future Say on Pay; 5. To approve the amendment to the Company's 2016 Stock Incentive and Equity Compensation Plan; and 6. To transact such other business as may properly come before the meeting or any adjournment thereof. These proposals are more fully described in the Proxy Statement following this Notice. The Board of Directors recommends that you vote (i) FOR the election of all seven nominees to serve as directors of the Company; (ii) FOR the ratification of the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2026; (iii) For compensation paid to our Named Executive Officers; (iv) Three Years for the frequency on future Say on Pay; and (v) For the approval to the amendment of the Company's 2016 Stock Incentive

Security Ownership of Certain Beneficial Owners and Managemen t

Security Ownership of Certain Beneficial Owners and Managemen t The following table shows information regarding the beneficial ownership of our common stock for the following: Each stockholder known by us to beneficially own more than 5% of our common stock; Each of our current directors; Each executive officer named in the Summary Compensation Table in "Executive Compensation;" and All directors and executive officers as a group. 9 All information is as of the Record Date, except as otherwise noted. Name of Beneficial Ownership Amount and Nature of Beneficial Ownership (1) Percent of Class (%) FCMI Parent Co. (2)(3)(4) 9,692,310 (2)(3)(4) 12.4% Seabridge Gold Inc. 3,638,413 (5) 4.7% Rachel Goldman 1,124,250 (6) 1.4% Carlo Buffone 882,000 (7) 1.1% Rudi Fronk 382,183 (8) 0.5% Eliseo Gonzalez-Urien 184,666 (9) * Christopher Reynolds 212,766 (10) * John Carden 201,666 (11) * Pierre Pelletier 176,666 (12) * Samantha Espley 200,000 (13) * All directors & executive officers as a group (8 persons) 3,364,197 (6)-(13) 4.3% * Denotes ownership which is less than half a percent (0.5%) of the outstanding shares on Thursday, October 16, 2025 of 78,338,726. (1) In accordance with Rule 13d-3(d)(1) under the Exchange Act the applicable percentage of ownership of each stockholder is based on 78,338,726 shares of common stock outstanding as of Thursday, October 16, 2025, plus any securities held by such stockholder exercisable for or convertible into common stock within 60 days after the date of this Proxy Statement. (2) Based on the information set forth on Form 4 filed with the SEC on June 18, 2025 by FCMI Parent Co. ("FCMI"). The address of FCMI is, 600 Bay Street, Suite 220, Toronto, Ontario, Canada M5J 2W4. (3) FCMI exercises control and direction over 9,692,310 shares of common stock (representing 12.42 % o

View Full Filing

View this DEF 14A filing on SEC EDGAR