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McEwen Inc. — AGM Information 2021
Apr 30, 2021
45814_rns_2021-04-30_91a86b76-240a-4e07-84c3-675eae0597c4.pdf
AGM Information
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TABLE OF CONTENTS
MCEWEN MINING INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 28, 2021
The annual meeting of the shareholders of McEwen Mining Inc. will be held virtually at: www.meetingcenter.io/236635772 on June 28, 2021 at 4:00 p.m. Eastern Time . The meeting will be held for the following purposes:
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(1) To elect eight (8) directors to serve on our Board of Directors until the next annual meeting of shareholders and until their successors are elected and qualified;
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(2) To consider and vote on a proposal to amend our Second Amended and Restated Articles of Incorporation to increase our authorized capital by 175,000,000 shares of common stock;
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(3) To consider and vote on a proposal to amend our Amended and Restated Equity Incentive Plan to increase the number of shares reserved for issuance under the Plan by 12,500,000 shares and to extend the expiration date of the Plan to April 15, 2031;
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(4) To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021; and
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(5) To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
These items of business are more fully described in the proxy statement accompanying this notice. The Board of Directors has fixed the close of business on April 26, 2021 as the record date for the determination of the holders of our stock entitled to notice of, and to vote at, the meeting. Accordingly, only shareholders of record on our books at the close of business on that date will be entitled to notice of and to vote at the meeting and any adjournment and postponement thereof.
This year’s annual meeting, like last year, will be a completely virtual meeting of shareholders, and will be conducted solely online. We have again decided to hold our annual meeting virtually due to the coronavirus (COVID-19); we continue to be sensitive to public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments have imposed. You will be able to attend and participate in the annual meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetingcenter.io/236635772 at the meeting date and time described in the accompanying proxy statement. The password for the meeting is MUX2021 . You will not be able to attend the annual meeting in person.
We are using the latest technology to provide expanded access, improved communication and cost savings for our shareholders and the company during travel restrictions imposed by COVID-19. We believe that hosting a virtual meeting will enable greater shareholder attendance and participation, especially in these difficult times.
Your vote is extremely important. We appreciate you taking the time to vote promptly. After reading the proxy statement, please vote, at your earliest convenience, by telephone or Internet, or request a proxy card to complete, sign and return by mail. If you decide to attend the virtual annual meeting and would prefer to vote electronically during the meeting, your proxy will be revoked automatically and only your vote at the annual meeting will be counted. YOUR SHARES CANNOT BE VOTED UNLESS YOU VOTE BY: (i) TELEPHONE, (ii) INTERNET, (iii) REQUESTING A PAPER PROXY CARD, TO COMPLETE, SIGN AND RETURN BY MAIL, OR (iv) ATTENDING THE ANNUAL MEETING AND VOTING ELECTRONICALLY. Please note that all votes cast via the Internet must be cast prior to 5:00 p.m. Eastern Time on June 28, 2021 and votes cast by telephone must be cast by 1:00 a.m. on that same day.
By Order of the Board of Directors
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April 26, 2021
ROBERT R. MCEWEN Chairman and Chief Executive Officer