Pure Cycle Corp. Files 2025 Proxy Statement

Ticker: PCYO · Form: DEF 14A · Filed: 2024-12-05T00:00:00.000Z

Sentiment: neutral

Topics: proxy-statement, governance, annual-meeting

TL;DR

Pure Cycle Corp. DEF 14A filed. Get ready to vote on directors & pay.

AI Summary

Pure Cycle Corp. filed a DEF 14A proxy statement on December 5, 2024, for its annual meeting on January 15, 2025. The filing concerns the company's governance and shareholder matters, including the election of directors and executive compensation. The company is incorporated in Colorado and its fiscal year ends on August 31.

Why It Matters

This filing provides shareholders with crucial information regarding company leadership and compensation, enabling informed voting decisions at the upcoming annual meeting.

Risk Assessment

Risk Level: low — This is a routine proxy filing that does not contain new financial information or significant corporate actions.

Key Players & Entities

FAQ

What is the purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is filed by a company to provide shareholders with information they need to vote on important matters at a shareholder meeting, such as the election of directors and executive compensation.

When was this DEF 14A filing submitted by Pure Cycle Corp?

Pure Cycle Corp. filed this DEF 14A on December 5, 2024.

What is the reporting period for this proxy statement?

The conformed period of report for this filing is January 15, 2025.

Where is Pure Cycle Corp. incorporated and when does its fiscal year end?

Pure Cycle Corp. is incorporated in Colorado (CO) and its fiscal year ends on August 31.

What is the company's business address?

The business address for Pure Cycle Corp. is 34501 E. QUINCY AVE, BLDG. 34, WATKINS, CO 80137.

Filing Stats: 4,817 words · 19 min read · ~16 pages · Grade level 10.4 · Accepted 2024-12-05 11:28:09

Key Financial Figures

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 3

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 3 Voting Securities and Principal Holders Thereof 3 Securities Authorized for Issuance Under Equity Compensation Plans 4 DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS 4 Directors and Director Nominees 5 Executive Officer (Non-Director) 6 CORPORATE GOVERNANCE AND BOARD MATTERS 6 Board Leadership Structure 6 Board Role in Risk Oversight 6 Board Diversity 7 Board Membership and Director Independence 8 Committees 8 Code of Business Conduct and Ethics 9 Shareholder Communications with the Board 9 Director Compensation 10

EXECUTIVE COMPENSATION 11

EXECUTIVE COMPENSATION 11 Named Executive Officers ("NEO") 11

Executive Compensation Discussion 11

Executive Compensation Discussion 11 Compensation Philosophy 11 Shareholder Feedback and Say-On-Pay Results 11 Compensation Components 12 Compensation of Pure Cycle's Executive Officers 12 Stock Ownership Guidelines for Executive Officers 12 Insider Trading Policy 12 Employment and Severance Agreements 13 Summary Compensation Table 13 Outstanding Equity Awards at Fiscal Year-End 13 Pay versus Performance Table 14 Pay versus Performance Narrative 15 REPORT OF THE AUDIT COMMITTEE 17 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 17 PROPOSAL 1 – ELECTION OF DIRECTORS 18 PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 18 Table of Contents PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION 19 ACTION TO BE TAKEN UNDER THE PROXY 19 OTHER INFORMATION 20 Delinquent Section 16(a) Reports 20 Shareholder Proposals and Nomination of Directors 20 Delivery of Materials to Shareholders with Shared Addresses 20 Availability of Annual Report and Other Documents 20 Table of Contents PURE CYCLE CORPORATION 34501 E. Quincy Avenue, Building 1, Suite D Watkins, CO 80137 (303) 292-3456 PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS To be held on January 15, 2025 This proxy statement is being made available to shareholders in connection with the solicitation of proxies by the board of directors of PURE CYCLE CORPORATION ("Pure Cycle," "we," or "our") to be voted at our annual meeting of shareholders (the "Meeting") to be held at the offices of Dorsey & Whitney, LLP located at 1400 Wewatta Street, Suite 400, Denver, Colorado 80202, on January 15, 2025, at 2:00 p.m. Mountain Time, or at any adjournment or postponement thereof. If a change is made, we will announce the change in advance, and details on how to participate will be issued by press release, posted on our website, and filed as additional proxy materials. Our officers, directors, and other regular employees may, withou

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS Voting Securities and Principal Holders Thereof The following table sets forth information as of November 15, 2024, as to the beneficial ownership of shares of our common stock by (i) each person (or group of affiliated persons) known to us to own beneficially 5% or more of the common stock, (ii) each of our director's and each nominee for director, (iii) each executive officer, and (iv) all directors and executive officers as a group. All information is based on information filed by such persons with the SEC and other information provided to us by such persons. Except as otherwise indicated, we believe each of the beneficial owners listed has sole investment and voting power with respect to such shares. On November 15, 2024, there were 24,074,631 shares of common stock outstanding. Shares not outstanding but deemed beneficially owned by virtue of the right of a person to acquire shares within 60 days of November 15, 2024, are included as outstanding and beneficially owned for that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Name and address of beneficial owner Amount and nature of beneficial ownership Percent of class 5% OR MORE BENEFICIAL OWNERS Plaisance Capital, LLC 2,688,778 (1) 11.2 % Magnolia Capital Fund, LP 2,089,408 (2) 8.7 % BlackRock, Inc. 1,311,881 (3) 5.4 % DIRECTORS AND NAMED EXECUTIVE OFFICERS Mark W. Harding ** 1,035,089 (4) 4.3 % Marc S. Spezialy ** - Patrick J. Beirne ** 41,539 (5) * Wanda J. Abel ** 8,039 * Frederick A. Fendel III ** 10,039 * Susan D. Heitmann ** 1,608 * Daniel R. Kozlowski ** 3,034,769 (6) 12.6 % Jeffrey G. Sheets ** 12,039 * All officers and directors as a group (8 persons) 4,143,122 (7) 17.2 % * Less than 1% ** Address is our corporate address: 34501 E. Quincy Avenue, B

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