Platinum Metals .(US:PLG)2026-01-15 20:00Meeting and Voting Procedures - The annual general meeting of Platinum Group Metals Ltd. is scheduled for February 24, 2026, at 10:00 a.m. Pacific time in Vancouver, British Columbia[11]. - Shareholders will vote on the audited consolidated financial statements for the year ended August 31, 2025, along with the auditor's report[14]. - The management recommends the election of six directors and the appointment of auditors, as well as the approval of an amendment to the share compensation plan[27]. - The company has adopted a Notice and Access model to deliver meeting materials electronically, aiming to enhance environmental sustainability and reduce costs[10]. - Registered shareholders can vote by proxy until 10:00 a.m. Pacific time on February 20, 2026, or 48 hours before any adjourned meetings[21]. - Beneficial shareholders must follow specific instructions from their intermediaries to vote, as they cannot vote directly at the meeting[42]. - The company reports in Canadian dollars, with all dollar references in the circular indicating Canadian dollars unless specified as U.S. dollars[38]. - The management information circular includes details on the proposed amendments to the deferred share unit plan[14]. - The company will bear all costs associated with the solicitation of proxies, which will primarily be conducted by mail[36]. - Shareholders are encouraged to review the entire information circular before voting to make informed decisions[26]. - The Company has issued 123,405,039 Common Shares as of January 8, 2026[54]. - Hosken Consolidated Investments Limited holds 27,767,994 Common Shares, representing 22.50% of the voting rights[57]. - The audited consolidated financial statements for the financial year ended August 31, 2025, have been approved by the Board[59]. - The Meeting will address the election of six directors, with the current Board consisting of six members[60]. - The Company will seek approval for an amendment to its share compensation plan, required every three years by the TSX[62]. - The Majority Voting Policy mandates that any director nominee receiving more "withheld" votes than "for" votes must tender a resignation offer[63]. - The Company will reimburse intermediaries for reasonable out-of-pocket costs incurred in mailing proxy materials to Beneficial Shareholders[49]. - Beneficial Shareholders must return voting instruction forms to Broadridge well in advance of the Meeting to ensure their Common Shares are voted[54]. - The Company has adopted the Notice and Access procedure for distributing proxy-related materials to shareholders[47]. - Beneficial Shareholders can attend the Meeting as proxyholders for registered shareholders to vote their Common Shares[50]. - The company reported a 98.20% approval for the appointment of directors during the 2025 voting results[67]. Share Compensation Plan - The Share Compensation Plan allows for the issuance of RSUs and Options limited to 10% of the issued and outstanding Common Shares at the time of any grant[71]. - Amendments to the Share Compensation Plan include the removal of existing limits on Options granted to non-employee directors, allowing for a maximum value of Options not to exceed $100,000 in any financial year[78]. - The maximum combined annual value of all equity-based compensation granted to a non-employee director may not exceed $150,000, subject to specified exceptions[78]. - The company intends to modernize the Share Compensation Plan by permitting RSU awards for non-executive directors[72]. - The Board recommends shareholders vote FOR the Share Compensation Plan Amendment Resolution[79]. - The company has no indebtedness to the directors listed in the management information circular[68]. - The Share Compensation Plan was last amended and reapproved in February 2023[71]. - The company aims to ensure compliance with current governance and market practices through the amendments to the Share Compensation Plan[72]. - The Share Compensation Plan requires shareholder approval every three years, with the current approval sought for the 2026 Amended and Restated Share Compensation Plan[80]. - The Company can grant options and RSUs under the Share Compensation Plan until February 24, 2029, which is three years from the date of the current shareholder approval[81]. - The maximum aggregate number of Common Shares available for issuance under the Share Compensation Plan is capped at 10% of the outstanding Common Shares[83]. Deferred Share Unit Plan - The 2026 Amended and Restated DSU Plan allows Eligible Directors to convert Board Fees into Deferred Share Units (DSUs) ranging from 20% to 100%[84]. - The 2026 Amended and Restated DSU Plan includes provisions for settling DSUs in Common Shares in addition to cash[85]. - The total number of Common Shares reserved for issuance under the 2026 Amended and Restated DSU Plan shall not exceed 10% of the issued and outstanding Common Shares[91]. - The maximum combined value of all grants to any non-employee director under any security-based compensation arrangements is limited to $150,000 annually[94]. - Redemptions of DSUs may be in Common Shares or cash, with cash settlements calculated based on the Fair Market Value of a Common Share on the Redemption Date[95]. - The aggregate number of Common Shares issuable to Insiders under the 2026 Amended and Restated DSU Plan shall not exceed 10% of the issued and outstanding Common Shares on a non-diluted basis[93]. - The 2026 Amended and Restated DSU Plan will be administered by the Board or designated persons, ensuring compliance with regulatory requirements[92]. - As of the Record Date, there were 1,035,212 DSUs outstanding, representing approximately 0.84% of the issued and outstanding Common Shares[112]. - The 2026 Amended and Restated DSU Plan will not create an additional reserve and will be governed by the existing 10% rolling limit applicable to all security-based compensation arrangements[112]. - The Board has unanimously approved the 2026 Amended and Restated DSU Plan and recommends shareholders vote FOR the resolution[118]. Executive Compensation - The Company does not currently generate operating cash flow and relies on equity and debt financings to fund its exploration and corporate activities[127]. - The Compensation Committee is responsible for ensuring appropriate executive compensation plans are in place to attract and retain talent[126]. - The Company's compensation philosophy includes long-term equity-based incentives as a significant component of executive compensation[128]. - Any DSUs issued or awarded are subject to the Company's Clawback Policy, allowing for cancellation or recovery under certain conditions[110]. - All unvested DSUs will vest immediately prior to a Change of Control as defined in the DSU Plan[109]. - The Company may amend the DSU Plan without participant consent, provided it does not adversely affect previously awarded DSUs[111]. - The 2026 Amended and Restated DSU Plan Resolution must be approved by at least a majority of the votes cast at the Meeting[120]. - The Company's President and CEO received a base salary of $475,000 for the financial year ended August 31, 2025, unchanged from the previous year[148]. - The CFO's base salary increased to $180,156 from $175,610 in the prior year, while the VP Corporate Development's salary rose to $245,858 from $240,350[148]. - The Company paid a total cash bonus of $92,100 to the President and CEO, consistent with the previous year, while the CFO received a bonus of $14,000, up from $13,770[151]. - The Compensation Committee evaluates NEO performance based on key measurements that correlate to long-term shareholder value and overall corporate goals[136]. - The Company aims to align officer compensation with shareholder interests through long-term equity-based incentives, including Options and RSUs[130]. - The Compensation Committee reviews compensation practices of peer companies annually to ensure market competitiveness[134]. - The Company’s share price decreased by approximately 32% from September 1, 2020, to August 31, 2025, compared to a 99% increase in the S&P/TSX Composite Index during the same period[160]. - The Compensation Committee has not recommended changing the base salary for any active NEO for fiscal 2026 despite achieving most performance milestones in fiscal 2025[146]. - The Company maintains a flexible compensation framework to encourage and reward employees based on both individual and corporate performance[130]. - Frank Hallam, President and CEO, received total compensation of $929,746 for the financial year ended August 31, 2025, down from $1,147,914 in 2024[170]. - Gregory Blair, CFO, had total compensation of $307,540 for the financial year ended August 31, 2025, compared to $334,841 in 2024[170]. - Kresimir (Kris) Begic, VP of Corporate Development, earned total compensation of $448,182 for the financial year ended August 31, 2025, down from $561,703 in 2024[170]. Share-Based Awards - The closing price of the Common Shares on the TSX on August 29, 2025, was $2.18[179]. - The Share Compensation Plan limits the number of Options and RSUs that can be issued annually without shareholder approval[167]. - The Company has not re-priced any Options under the Share Compensation Plan during the most recently completed financial year[167]. - The Company’s share-based awards consist of RSUs that are subject to vesting criteria, with values based on the fair market value at the time of grant[175]. - The value of option-based awards vested during the financial year ended August 31, 2025, for Frank Hallam was $27,030, and for Kresimir (Kris) Begic was $16,218[184]. - Share-based awards vested during the same period amounted to $165,182 for Frank Hallam and $66,255 for Kresimir (Kris) Begic[184]. - Non-equity incentive plan compensation earned during the year included $92,100 for Frank Hallam and $33,700 for Kresimir (Kris) Begic[184]. - Mlibo Mgudlwa received $4,055 from option-based awards and $41,641 from share-based awards during the year[185]. - Schalk Engelbrecht's option-based awards vested at $5,406, while his share-based awards amounted to $50,771[185]. Director Compensation - The company does not provide retirement benefits or a pension plan for its directors or officers[186]. - In the event of termination without cause, Frank Hallam is entitled to a severance of 24 months' annual salary, while Kresimir (Kris) Begic is entitled to 12 months' annual salary[191]. - Upon a change of control, non-vested options held by certain executives will be deemed vested, allowing participation in the transaction[192]. - The company has a clawback policy in place to recover incentive-based compensation in the event of a financial restatement due to noncompliance with financial reporting requirements[196][197]. - No termination or change of control payments are payable to Mlibo Mgudlwa under his employment agreement[193]. - The total compensation for non-NEO directors for the financial year ended August 31, 2025, ranged from CAD 110,234 to CAD 145,294, with an average total compensation of approximately CAD 128,000[202]. - Directors' fees are structured with 65% paid in cash and 35% in Deferred Share Units (DSUs)[204]. - The closing price of the Company's Common Shares on the TSX on August 31, 2025, was CAD 2.18[207]. - The Company has no arrangements for additional compensation for non-NEO directors beyond standard fees for their services[205]. - The annual retainer for the Board of Directors is set at USD 55,493.50, with additional fees for committee chairs ranging from USD 10,000 to USD 15,000[206]. - The Company has outstanding option-based awards for directors, with options priced between CAD 1.52 and CAD 2.37, expiring between 2026 and 2029[209]. - The total number of unexercised options for each director varies, with Timothy Marlow holding 21,000 options at an exercise price of CAD 2.32[209]. - The market value of the securities underlying the options at the end of the financial year was CAD 2.18, impacting the value of unexercised options[210]. - The Company does not provide additional compensation for special assignments beyond the per diem rate of USD 1,000 per day[206]. - The compensation structure is reviewed and recommended by the Compensation Committee based on peer group analysis[206].