Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A    

    
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)

Filed by the Registrant     [x]     
     
Filed by a Party other than the Registrant     [  ]     
     
Check the appropriate box:

     
CONTANGO ORE, INC.

(Exact Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (check the appropriate box):

[x]           No fee required.

[  ]           Fee paid previously with preliminary materials.

[  ]           Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

CONTANGO ORE, INC.

3700 Buffalo Speedway, Suite 925

Houston, Texas 77098

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 NOVEMBER 10, 202214, 2023

Dear Stockholder:

You are cordially invited to attend the 20222023 Annual Meeting of Stockholders of Contango ORE, Inc., which will be held virtually on Thursday,Tuesday, November 10, 202214, 2023 at 11:00 a.m., Central Time.

Important Notice Regarding the Availability of Proxy Materials
For the Annual Meeting of Stockholders to be held on November 10, 202214, 2023

Via Live Webcast at https://meetnow.global/MCCZ67CMAAL4JH

In accordance with rules issued by the Securities and Exchange Commission, you may access the Notice of Annual Meeting of Stockholders, our 20222023 Proxy Statement and our Annual Report at http://www.contangoore.com

At the Annual Meeting you will be asked to vote on the following matters:

This year’s Annual Meeting will be conducted as a virtual meeting of stockholders, which will be held exclusively online via the Internet as a virtual web conference.

Stockholders who owned shares of Contango ORE, Inc.’s common stock, par value $0.01 per share, at the close of business on September 30, 202228, 2023 are entitled to receive notice of and to attend and vote at the Annual Meeting via live webcast online at https://meetnow.global/MCCZ67C.MAAL4JH. Stockholders will need their 15-digit control number provided on their proxy card or voting instructions form to vote while attending the meeting online. Stockholders who attend the virtual meeting with their 15-digit control number will have the same rights and opportunities to participate as they would at an in-person meeting. If your voting instruction form does not include a 15-digit control number, you must contact your brokerage firm, bank, or other financial institution for instructions to access the Annual Meeting. If you do not have your 15-digit control number, you will still be able to attend the Annual Meeting as a “guest” and listen to the proceedings, but you will not be able to vote or otherwise participate.

As a stockholder of Contango ORE, Inc., you have the right to vote on the proposals listed above. Please read the Proxy Statement carefully because it contains important information for you to consider when deciding how to vote. Your vote is important.

You have three options in submitting your vote prior to the Annual Meeting date:

(1)  You may sign and return the enclosed proxy card in the accompanying envelope;

(2)  You may vote over the Internet at the address shown on your proxy card; or

(3)  You may vote by telephone using the phone number shown on your proxy card.

Whether or not you plan to attend the Annual Meeting virtually, please date, sign and return the enclosed proxy card promptly or vote over the telephone or Internet. A postage-paid return envelope is enclosed for your convenience. If you decide to attend the Annual Meeting, you can revoke your proxy and vote virtually. If you have any questions, please contact us through our website at www.contangoore.com, call us at (713) 877-1311, or write us at 3700 Buffalo Speedway, Suite 925, Houston, Texas 77098.

By order of the Board of Directors,

/s/ Brad Juneau                                                 
Brad Juneau

Chairman and Directorof the Board of Directors

Houston, Texas
October 4, 20222023

CONTANGO ORE, INC.

3700 Buffalo Speedway, Suite 925

Houston, Texas 77098

_____________________

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

November 10, 202214, 2023

____________________

To our Stockholders:

The Board of Directors (the “Board”) of Contango ORE, Inc., a Delaware corporation (the “Company” or “CORE”), is furnishing you with this Proxy Statement in connection with its solicitation of your proxy, in the form enclosed, for use at the 20222023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday,Tuesday, November 10, 202214, 2023 at 11:00 a.m., Central Time, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

This year’s Annual Meeting will be conducted as a virtual meeting of stockholders, which will be held exclusively online via the Internet as a virtual web conference. You will be able to attend the Annual Meeting online, vote your shares online during the Annual Meeting and submit your questions online during the Annual Meeting by visiting https://meetnow.global/MZJUMJX. There will not be a physical meeting location, and you will not be able to attend the Annual Meeting in person. 

Important Notice Regarding the Availability of Proxy Materials
For the Annual Meeting of Stockholders to be held on November 10, 2022

Via Live Webcast at https://meetnow.global/MCCZ67C

In accordance with rules issued by the Securities and Exchange Commission, you may access the Notice of Annual Meeting of Stockholders, our 2022 Proxy Statement and our Annual Report at http://www.contangoore.com

At the Annual Meeting you will be asked to vote on the following matters:

This year’s Annual Meeting will be conducted as a virtual meeting of stockholders, which will be held exclusively online via the Internet as a virtual web conference. You will be able to attend the Annual Meeting online, vote your shares online during the Annual Meeting and submit your questions online during the Annual Meeting by visiting https://meetnow.global/MAAL4JH. There will not be a physical meeting location, and you will not be able to attend the Annual Meeting in person. 

Stockholders who owned shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at the close of business on September 30, 202228, 2023 (the “Record Date”) are entitled to receive notice of and to attend and vote at the Annual Meeting via live webcast online at https://meetnow.global/MCCZ67C.MAAL4JH. Stockholders will need their 15-digit control number provided on their proxy card or voting instructions form to vote while attending the meeting online. Stockholders who attend the virtual meeting with their 15-digit control number will have the same rights and opportunities to participate as they would at an in-person meeting. If your voting instruction form does not include a 15-digit control number, you must contact your brokerage firm, bank, or other financial institution for instructions to access the Annual Meeting. If you do not have your 15-digit control number, you will still be able to attend the Annual Meeting as a “guest” and listen to the proceedings, but you will not be able to vote or otherwise.

As a stockholder of the Company, you have the right to vote on the proposals listed above. Please read the Proxy Statement carefully because it contains important information for you to consider when deciding how to vote. Your vote is important.

You have three options in submitting your vote prior to the Annual Meeting date:

(1)  You may sign and return the enclosed proxy card in the accompanying envelope;

(2)  You may vote over the Internet at the address shown on your proxy card; or

(3)  You may vote by telephone using the phone number shown on your proxy card.

We are distributing this Proxy Statement to you on or about October 7, 2022,10, 2023, together with the accompanying proxy card and the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2022,2023, as filed with the SEC on August 31, 2022September 13, 2023 (the “Annual“2023 Annual Report”).

We cordially invite you to attend the Annual Meeting. Whether or not you plan to attend, please complete, date and sign the proxy card and return it promptly in the return envelope provided, or you may vote over the telephone or Internet by following the instructions on the proxy card or other enclosed proxy material.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

The Annual Meeting.

If the proxy card is properly signed and returned to us, shares covered by the proxy card will be voted in accordance with the directions you specify on the card. The persons named as proxy on the proxy card are Brad Juneau, the Company’s Chairman and Director, and Rick Van Nieuwenhuyse, the Company's President, Chief Executive Officer, and Director. Any stockholder who wishes to name a different person as his or her proxy may do so by crossing out Mr. Juneau’s and Mr. Van Nieuwenhuyse's names and inserting the name of another person to act as his or her proxy. In such a case, the stockholder would be required to sign the proxy card and deliver it to the person named as his or her proxy, and that person would be required to be present and vote at the Annual Meeting. Any proxy card so marked should not be mailed to the Company.

If you return a signed proxy card without having specified any choices, Mr. Juneau, or Mr. Van Nieuwenhuyse, each named as proxy, will vote the shares represented at the Annual Meeting and any adjournment thereof as follows:in accordance with the Board's recommendations below.

Our executive officers and directors who own shares of Common Stock have advised us that they intend to vote their shares in favor of the proposals presented in this Proxy Statement. As of the close of business on the Record Date, 6,774,5909,393,922 shares of Common Stock were issued and outstanding, approximately 22.7%18.0% of which were owned and entitled to be voted by CORE’s executive officers and directors.

PROPOSAL 1
ELECTION OF DIRECTORS

At the Annual Meeting, we will present the nominees named below and recommend that they be elected to serve as directors until the next annual stockholders meeting or until their successors are duly elected and qualified. Each nominee has consented to being named in this Proxy Statement and to serve if elected.

Your proxy will be voted for the election of the five nominees named below unless you give instructions to the contrary. Your proxy cannot be voted for a greater number of persons than the number of nominees named.

Nominees

Presented below is a description of certain biographical information, occupations and business experience for the past five years of each person nominated to become a director. Five directors are to be elected at the Annual Meeting. All nominees are current directors standing for reelection to the Board.  If any nominee should become unavailable for election, your proxy may be voted for a substitute nominee selected by the Board, or the Board’s size may be reduced accordingly. The Board is unaware of any circumstances likely to render any nominee unavailable. Directors of the Company hold office until the next annual stockholders meeting, until successors are elected and qualified or until their earlier resignation or removal.  Each nominee other than Mr. Van Nieuwenhuyse and Mr. Juneau is an independent director.

On June 30, 2022, Joseph G. Greenberg resigned as a member of the Board and the Board elected Curtis J. Freeman to fill such vacancy.

On September 15, 2010, the Company’s Board established a Nominating Committee to recommend nominees for director to the Board and to ensure that such nominees possess the director qualifications set forth in the Company’s Corporate Governance Guidelines.Guidelines, a copy of which is available on the Company's website at www.contangoore.com. Additionally, the Nominating Committee reviews the qualifications of existing Board members before they are nominated for re-election to the Board. Once nominees are selected, the Board determines which nominees are presented to the Company’s stockholders for final approval.  Each nominee below has been recommended by the Nominating Committee.

The Board will also consider nominees recommended by stockholders. The Company’s Bylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to the Board at our Annual Meeting of Stockholders. The procedures include a requirement that notices regarding a person’s nomination be received in writing from the stockholder and by the Company’s Secretary not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting. Moreover, the notice must include such nominee’s written consent to be named in the Company’s Proxy Statement and to serve if elected. Supporting information should include (a) the name and address of the candidate and the proposing stockholder, (b) a comprehensive biography of the candidate and an explanation of why the candidate is qualified to serve as a director taking into account the criteria identified in our Corporate Governance Guidelines and (c) proof of ownership, the class and number of shares, and the length of time that the shares of our common stock have been beneficially owned by each of the candidate and the proposing stockholder. Minimum qualifications include extensive business experience, a solid understanding of financial statements and a reputation for integrity.  For additional information, see the section entitled “Submission of Stockholder Proposals and Director Nominations” below.

Brad Juneau. Mr. Juneau is co-founder of the Company and has served as a director of the Company since August 2012.  He served as President and Chief Executive Officer of the Company from August 2012 when the Company’s co-founder, Mr. Kenneth R. Peak, received a medical leave of absence, until January 5, 2020 when he was succeeded by Mr. Van Nieuwenhuyse.  Mr. Juneau has served as Chairman of the Board since April 2013, and was appointed as Executive Chairman of the Board effective January 6, 2020. Mr. Juneau served as Executive Chairman until our last2021 Annual Meeting, when his title changed to Chairman.  Mr. Juneau is the sole manager of the general partner of Juneau Exploration, L.P. (“JEX”), a company involved in the exploration and production of oil and natural gas. JEX has entered into a number of agreements and arrangements with the Company, which are described under “Certain Relationships and Related Transactions”. Prior to forming JEX, Mr. Juneau served as senior vice president of exploration for Zilkha Energy Company from 1987 to 1998. Prior to joining Zilkha Energy Company, Mr. Juneau served as staff petroleum engineer with Texas International Company for three years, where his principal responsibilities included reservoir engineering, as well as acquisitions and evaluations. Prior to that, he was a production engineer with Enserch Corporation in Oklahoma City. Mr. Juneau previously served as a director of Contango Oil & Gas Company from April 2012 to March 2014.  Mr. Juneau is currently a director of Talos Energy.  Mr. Juneau holds a Bachelor of Science degree in Petroleum Engineering from Louisiana State University.  Mr. Juneau, as the Company’s co-founder, has substantial history and familiarity with the Company, and significant technical knowledge.

Rick Van Nieuwenhuyse.  Mr. Van Nieuwenhuyse was appointed to serve as President, Chief Executive Officer, and director of the Company effective January 6, 2020. He previously served as President and Chief Executive Officer of Trilogy Metals Inc. from January 2012 until December 2019. Between May 1999 and January of 2012, he served as the President and Chief Executive Officer of NOVAGOLD, Inc, a company that he founded. He served as the Vice President of Exploration for Placer Dome from 1990 to 1997.  Mr. Van Nieuwenhuyse holds a Candidature degree in Science from Université de Louvain, Belgium and a Master of Science degree in Geology from the University of Arizona. Mr. Van Nieuwenhuyse currently serves on the board of directors of Alexco Resource Corp.American Copper Development Corporation and Valhalla Metals Inc. He served on the board of directors of Alexco Resource Corp. from 2006 to 2022 and Sandfire Resources America, Inc. (formerly, Tintina Resources Inc.) from 2008 until 2016. Mr. Van Nieuwenhuyse has over forty years of experience in the minerals mining industry and brings significant industry and technical knowledge to the Company.

Joseph S. Compofelice. Mr. Compofelice has been a director of the Company since its inception. Since January 1, 2014, Mr. Compofelice has been an Operating Partner at White Deer Energy, a private equity firm that targets investments in the energy business.  Mr. Compofelice currently serves as Chairman and CEO of Axios Industrial Services, LLC a portfolio company of White Deer.  Mr. Compofelice served as Managing Director of Houston Capital Advisors, a boutique financial advisory, mergers and acquisitions investment service from January 2004 to December 2013. Mr. Compofelice served as Chairman of the Board of Directors of Trico Marine Service, a provider of marine support vessels serving the international natural gas and oil industry, from 2004 to 2010 and as its Chief Executive Officer from 2007 to 2010. Mr. Compofelice was President and Chief Executive Officer of Aquilex Services Corp., a service and equipment provider to the power generation industry, from October 2001 to October 2003. From February 1998 to October 2000, he was Chairman and Chief Executive Officer of CompX International Inc., a provider of components to the office furniture, computer and transportation industries. From March 1994 to May 1998 he was Chief Financial Officer of NL Industries, a chemical producer, Titanium Metals Corporation, a metal producer and Tremont Corp. Mr. Compofelice received his Bachelor of Science from California State University at Los Angeles and his Masters of Business Administration from Pepperdine University.  Mr. Compofelice has extensive leadership and financial experience.

Richard A. Shortz.Curtis J. Freeman.  Mr. ShortzFreeman has been a director of the Company since 2016.  Mr. Shortz is President and Chief Executive Officer of Pavia Capital, LLP, a family office investment company.  Mr. Shortz served as a Partner of Morgan, Lewis & Bockius LLP, an international law firm (“Morgan Lewis”) from 1995 through September 2016 and as a Partner with Jones Day Reavis & Pogue LLP, another international law firm, from 1983 through 1994.  He previously was an executive of Tosco Corporation, an independent oil and gas company, from 1973 through 1983 where he became Senior Vice President, General Counsel and Secretary.  While a Partner at Morgan Lewis, Mr. Shortz served as Chairman of the firm’s Energy Group and a member of its Board.  Mr. Shortz received a Bachelor of Science degree in Accounting from Indiana University in 1967 and a Juris Doctor degree from Harvard Law School in 1970.  Mr. Shortz has extensive experience in corporate finance, mergers and acquisitions and corporate governance, regularly advising both public and private energy companies. 

Curtis J. Freeman.2022.  Mr. Freeman is a U.S. Certified Professional Geologist and a licensed geologist in the State of Alaska as well as a member of several professional organizations. Since forming Avalon Development (“Avalon”) in 1985, Mr. Freeman and his crews have conducted mineral exploration throughout Alaska as well as in the Yukon, the western United States, Central America, South America, New Zealand and Africa. He has consulted for numerous major and junior mining companies and he and his team of professionals have been credited with a number of gold, copper, silver, nickel, platinum group, and rare metal discoveries in Alaska and other parts of the world. Mr. Freeman was Project Manager for the Manh Choh Project from its acquisition by the Company’s predecessor in 2008 through 2019. Mr. Freeman and his team were responsible for the discovery of the Manh Choh Project deposits as well as identification of other known mineral prospects in the area. Mr. Freeman is a Founding Director of Canadian TSXV-listed Tectonic Metals Inc., and a Founding Director and President of Valhalla Metals Inc. and Anglo Alaska Gold Corp., both private Alaska-domiciled companies involved in VMS and gold exploration, respectively. Mr. Freeman also serves on the Technical Advisory Boards of Canadian publicly-listed Metallic Minerals, Group Ten Metals and Granite Creek Copper. Mr. Freeman earned his Bachelor's degree in Geology in 1978 from the College of Wooster, Ohio and his Master’s Degrees in Economic Geology in 1980 from University of Alaska – Fairbanks.

Richard A. Shortz.  Mr. Shortz has been a director of the Company since 2016.  Mr. Shortz is President and Chief Executive Officer of Pavia Capital, LLP, a family office investment company.  Mr. Shortz served as a Partner of Morgan, Lewis & Bockius LLP, an international law firm (“Morgan Lewis”) from 1995 through September 2016 and as a Partner with Jones Day Reavis & Pogue LLP, another international law firm, from 1983 through 1994.  He previously was an executive of Tosco Corporation, an independent oil and gas company, from 1973 through 1983 where he became Senior Vice President, General Counsel and Secretary.  While a Partner at Morgan Lewis, Mr. Shortz served as Chairman of the firm’s Energy Group and a member of its Board.  Mr. Shortz received a Bachelor of Science degree in Accounting from Indiana University in 1967 and a Juris Doctor degree from Harvard Law School in 1970.  Mr. Shortz has extensive experience in corporate finance, mergers and acquisitions and corporate governance, regularly advising both public and private energy companies.

All directors and nominees for director of the Company are United States citizens. There are no family relationships between any of our directors or executive officers.

CORPORATE GOVERNANCE

We believe that good corporate governance is important to assure that the Company is managed for the long termlong-term benefit of its stockholders. The Board and management of the Company are committed to good business practices, transparency in financial reporting and the highest level of corporate governance and ethics. The Board has specifically reviewed the provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes Oxley Act”), the rules of the Securities and Exchange Commission (“SEC”) and applicable listing standards and rules to maintain its standards of good corporate governance.

The Board has reaffirmed existing policies and initiated actions adopting policies consistent with new rules and listing standards. In particular, we have:

Independence. The Company evaluates the independence of its directors using the NYSE American listing standards.  After reviewing the qualifications of our current directors and nominees, and any relationships they may have with the Company that might affect their independence, the Board has determined that each director and nominee, including Mr. Greenberg prior to his resignation effective June 30, 2022, but other than Mr. Van Nieuwenhuyse and Mr. Juneau, is “independent” as that concept is defined by the listing standards of the NYSE American and the applicable rules of the SEC. Mr. Van Nieuwenhuyse is an executive officersofficer and Mr. Juneau is the former Executive Chairman (now Chairman) of the Company and, therefore, the Board has concluded that they are not independent directors.

Corporate Authority & Responsibility. All corporate authority resides in the Board, as the representative of the stockholders. Authority is delegated to management by the Board in order to implement the Company’s mission pursuant to Delaware law and our bylaws.Bylaws. Such delegated authority includes the authorization of spending limits and the authority to hire executives and terminate their services. The independent members of the Board and the Compensation Committee retain responsibility for selection, evaluation and the determination of compensation of the chief executive officer of the Company, oversight of the succession plan, approval of the annual budget, assurance of adequate systems, procedures and controls, and all matters of corporate governance. Members of the Board are kept informed of the Company’s business through discussions with Messrs. Juneau and Van Nieuwenhuyse and with key members of senior management, by reviewing materials provided to them and by participating in Board and committee meetings. Each Board member other than Mr. Van Nieuwenhuyse and Mr. Juneau is independent. Additionally, the Board provides advice and counsel to senior management.

Compensation of Directors. As of June 30, 20222023, the independent directors receive cash compensation of $40,000$37,500 per quarter. Mr. Brad Juneau, the Chairman of the Board, receives cash compensation of $65,000$58,750 per quarter.  During the fiscal year ended June 30, 2022, former board member Mr. Joseph Greenberg, received 10,000 shares of restricted stock that vested on April 30, 2022.  Mr. Greenberg resigned from the board effective June 30, 2022.2023, Mr. Compofelice, Mr. Shortz, and Mr. ShortzFreeman each received 15,00010,000 shares of restricted Common Stock that vest in January 2024. Mr. Freeman joined the board on June 30, 2022 and received his first cash payment in July 2022.2025.  There were no other payments for meetings attended or service as chair of a committee.   Compensation of directors is determined by Mr. Van Nieuwenhuyse, Mr. Juneau, and the independent directors. Directors who are also executives of the Company do not receive compensation for serving as a director or as a member of a committee of the Board. All directors are reimbursed for reasonable out-of-pocket expenses incurred in connection with serving as a member of the Board.

Director Compensation Table. The following table sets forth the compensation paid by the Company to non-employee directors for the fiscal year ended June 30, 2022:2023:

Board Size. We believe smaller to mid-size boards are more cohesive, work better together and tend to be more effective monitors than larger boards. Our Bylaws currently provide for at least three and not more than seven directors.

Annual Election of Directors. In order to create greater alignment between the Board’s and our stockholders’ interests and to promote greater accountability to the stockholders, directors are elected annually.

Meetings. Our Board has meetings, as necessary. During the fiscal year ended June 30, 2022,2023, the Board held nineeleven meetings. During the fiscal year ended June 30, 2022,2023, the Board passed resolutions by unanimous written consent on twofive occasions. All of our Board members attended 100% of all Board and applicable committee meetings and the Company’s 20212022 annual meeting. We encourage our Board to attend our annual meeting of stockholders.

Committee Structure. It is the general policy of the Company that the Board as a whole will consider all major decisions. The committee structure of the Board includes the Audit Committee, the Compensation Committee, and the Nominating Committee. The Board may form other committees as it determines appropriate. A copy of the charter for each committee is available to any stockholder who requests a copy by delivering written notice to Contango ORE, Inc., 3700 Buffalo Speedway, Suite 925, Houston, Texas 77098. The charter for each committee is also available on our website at www.contangoore.com.

Audit Committee. The Audit Committee was established by the Board for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company. The Audit Committee recommends the appointment of independent public accountants to conduct audits of our financial statements, reviews with the accountants our quarterly and annual financial statements and the plan and results of the auditing engagement, approves other professional services provided by the accountants and evaluates the independence of the accountants. The Audit Committee also reviews the scope and adequacy of our system of internal controls and procedures over financial reporting and oversees compliance with our Code of Ethics. Members of the Audit Committee are Messrs. Compofelice (Committee Chairman), Freeman, and Shortz.  Each member of the Audit Committee is independent, as independence for audit committee members is defined in the listing standards of the NYSE American and the applicable rules of the SEC. The Audit Committee met formally four times during the fiscal year ended June 30, 2022.2023. The Board has determined that Mr. Compofelice is an “audit committee financial expert” as defined by the rules of the SEC.

Compensation Committee. The Compensation Committee was created by the Board for the purpose of administering the Contango ORE, Inc. 2010 Equity Compensation Plan (the “2010 Plan”) and the compensation for the Chief Executive Officer. Additionally, the Compensation Committee determines which executive officers and other executives may receive stock options, stock units, restricted stock awards, stock appreciation rights and other stock based awards and the amounts of such stock based awards. Members of the Compensation Committee are Messrs. Shortz (Committee Chairman), Compofelice, and Freeman.  Each member of the Compensation Committee is an “independent director” as defined in the applicable listing standards of the NYSE American and in the applicable rules of the SEC.  For a description of the Compensation Committee’s processes and procedures, see the section entitled “Compensation Discussion and Analysis” below.  The Compensation Committee met formally three times during the fiscal year ended June 30, 2022.2023.

Nominating Committee. The Nominating Committee was created by the Board for the purpose of overseeing the identification, evaluation and selection of qualified candidates for appointment or election to the Board. The Nominating Committee identifies individuals qualified to become Board members and recommends to the Board nominees for election as directors of the Company, taking into account that the Board as a whole shall have competency in industry knowledge, accounting and finance, and business judgment. While the Company does not have a formal diversity policy, the Nominating Committee seeks members from diverse backgrounds so that the Board consists of members with a broad spectrum of experience and expertise and with a reputation for integrity. Directors should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated, and be selected based upon contributions that they can make to the Company. The Nominating Committee shall give the same consideration to candidates for director nominees recommended by Company stockholders as those candidates recommended by others. Members of the Nominating Committee are Messrs. Shortz (Committee Chairman), Compofelice, and Freeman. Each member of the Nominating Committee is independent as independence for nominating committee members is defined in the applicable listing standards of the NYSE American and the applicable rules of the SEC. The Nominating Committee met formally threetwo times during the fiscal year ended June 30, 2022.2023.

Insider Trading and Policy on Hedging or Pledging of Stock.  Our insider trading policy contains stringent restrictions on transactions in Company stock by executive officers, directors and employees of the Company. All trades by employees and directors are prohibited during a quarterly blackout period based on the timing of the release of the Company’s quarterly or annual financial results, as well as during any special blackout period imposed by the Company in connection with certain Company events. Further, employees of the Company are prohibited from directly or indirectly (1) trading in options, warrants, puts, calls, forward contracts or similar instruments on Company securities; (2) engaging in limit order sales that extend beyond a single trading day (other than through a permitted trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended)amended (the “Exchange Act”)); or (3) engaging in short sales or “sales against the box” of the Company’s securities, which are legally prohibited for insiders of the Company in all events.

Board Leadership Structure. The Board has the responsibility for selecting the appropriate leadership structure for the Company. Following the appointment ofThe Board appointed Rick Van Nieuwenhuyse as the President and Chief Executive Officer of the Company, effective January 6, 2020, the Board appointedCompany.  Mr. Juneau to serve as Executive Chairman of the Board. Mr.  Juneau now serves as Chairman.  The Board believes that the separation of the Chairman and the Chief Executive Officer functions in this structure is appropriate for oversight purposes on behalf of its investors, because it clarifies the individual roles of the Chairman and Chief Executive Officer and enhances accountability. In addition, the Board believes that this structure is appropriate for the Company because Mr. Juneau is a co-founder of the Company and, through JEX, initially acquired the property leased from the Village of Tetlin, which is the primary asset of Peak Gold, LLC (the “Peak Gold JV”), which in turn is the primary asset of the Company.  In addition, Mr. Juneau has unique experience to lead the Board, having previously served as President and Chief Executive Officer of the Company. 

Risk Oversight. We administer our risk oversight function through our Audit Committee and our Compensation Committee as well as through our Board as a whole. Our Audit Committee is empowered to appoint and oversee our independent registered public accounting firm, monitor the integrity of our financial reporting processes and systems of internal controls and provide an avenue of communication among our independent auditors, management, our internal auditing department and our Board. Our Compensation Committee is responsible for overseeing the management of risks related to our compensation arrangements.

More information about the Company’s corporate governance practices and procedures is available on the Company’s website at www.contangoore.com.

Required Vote

The affirmative vote of holders of a plurality of the votes cast at the Annual Meeting is required for the election of each director. The Company believes that brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, the Company anticipates that your broker will deliver a broker non-vote on this proposal. Abstentions and broker non-votes will not have any effect on the outcome of this proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE FIVE NOMINEES AS A DIRECTOR OF THE COMPANY, TO SERVE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS OR UNTIL HIS OR HER SUCCESSOR IS DULY ELECTED AND QUALIFIED.

PROPOSAL 2
APPROVAL OF THE SECOND AMENDMENT TO

THE AMENDED AND RESTATED 2010 EQUITY COMPENSATION2023 OMNIBUS INCENTIVE PLAN

Background and Description of the AmendmentContango ORE, Inc. 2023 Omnibus Incentive Plan

On September 15, 2010,Background

Subject to stockholder approval, the Board adopted the Contango ORE, Inc. Equity Compensation2023 Omnibus Incentive Plan (the “2010“2023 Plan”), which was approved by stockholders on December 8, 2011. UnderSeptember 22, 2023, upon the 2010 Plan, the Board was authorized to issue up to 1,000,000 shares of Common Stock and options to officers, directors, employees or consultantsrecommendation of the Company.  On September 15, 2017,Compensation Committee. The Company believes that the Board approved the Amended2023 Plan includes certain updates and Restated 2010 Equity Compensation Plan (as so amended, the “Amended Equity Plan”), which was approved by stockholders on November 14, 2017. Among other things, the Amended Equity Plan provided for an additional 500,000 shares of Common Stock available for issuance of equity awards.  On November 13, 2019, the stockholders of the Company approved and adopted the First Amendment (the “First Amendment”) tocurrent market best-practices that are not included in the Contango ORE, Inc. Amended2010 Plan. If stockholders do not approve the 2023 Plan, it will not be implemented and Restatedthe Company will continue to grant awards under the 2010 Plan until its expiration. The Board is recommending that stockholders approve the 2023 Plan so the Company will be able to make the types of awards desirable to meet the Company’s compensatory needs going forward. The purpose of the 2023 Plan is to enable the Company to offer eligible employees, consultants and non-employee directors equity-based incentive awards to attract and retain such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders.

The 2023 Plan is intended to replace the 2010 Plan with respect to any new grants by the Company. If stockholders approve the 2023 Plan, no further grants will be made under the 2010 Plan following the date the 2023 Plan is approved by the Company’s stockholders. See “Effective Date” below. All outstanding awards under the 2010 Plan will continue in accordance with the 2010 Plan and any award agreement executed in connection with such outstanding awards.

Stockholder approval of the 2023 Plan is also necessary to ensure that the 2023 Plan meets the requirements under section 422 of the Internal Revenue Code for issuing incentive stock options and the NYSE approval requirements for equity compensation plans.

Historical Equity Compensation Plan (as amended,Granting Practices

Some stockholders view the “Equity Plan”)burn rate as a useful measure to compare the rates at which increasespeer companies have granted equity. The more equity that a company grants in relation to the total number of its shares of Common Stockcommon stock outstanding, the higher that company’s burn rate will be. Over the Company may issue under the Equity Plan by an additional 500,000 shares.  Under the Equity Plan, the Board  may issue up to 2,000,000 shares of Common Stockpast three years, our average burn rate has been 1.9% for FY 2023, 2.4% for FY 2022, and options to officers, directors, employees or consultants of the Company. 3.3% for FY 2021.

As of June 30, 2022, only 427the Record date, 536,862 shares were subject to awards outstanding under the 2010 Plan,  100,000 of which were subject to options or SARs, and 462,567 shares were available for awards under the 2010 Plan. We expect to continue making equity awards consistent with our practices over the past three years, and to maintain an average annual burn rate over the next three years in line with our average for the 2021-2023 period. On that basis, we expect that the shares currently remaining available for awards under the 2010 Plan plus an additional 193,500 shares of Common Stock werecommon stock will likely be sufficient to continue making awards for the next three to five years.

Shares available for grant under the 2023 Plan would consist of 193,500 shares of common stock plus (i) any shares remaining available for grant under the 2010 Plan (462,567 shares as of the Record Date), (ii) unexercised shares subject to appreciation awards (i.e. stock options or other stock-based awards based on the appreciation in value of a share of the Company’s common stock) granted under the 2010 Plan that expire, terminate, or are canceled for any reason without having been exercised in full, and (iii) shares subject to awards that are not appreciation awards granted under the 2010 Plan that are forfeited for any reason.

Based on 9,393,922 shares outstanding as of the Record Date, if all 193,500 new shares under the 2023 Plan, all 536,862 shares subject to outstanding awards under the 2010 Plan, and all 462,567 shares available for future awards under the Equity Plan.  Under2010 Plan are ultimately issued, the Equity Plan, 1,999,573 shares of Common Stock and options have been granted as awards.  Of these awards, 1,494,573 were issued in the form of restricted stock, and 505,000 were issued in the form of stock options (100,000 stock options were outstanding as June 30, 2022)stockholder dilution would be 11.75%. The awards granted under193,500 new shares added by the Equity2023 Plan assist the Company in attracting and retaining capable, talented individuals to serve in the capacityrepresent only an additional 1.72% of employees, officers and directors.  The Board has determined that the remaining Common Stock authorized for issuance under the Equity Plandilution above what is not sufficient to meet the Company's needs for future grants during the coming years, and an increase in authorized Common Stock available for equity awards is necessary to continue granting incentive and reward opportunities to eligible participants.  The Second Amendmentalready subject to the Equity Plan (the “Second Amendment”) would provide for an additional 600,000 shares of Common Stock available for issuance under the Equity2010 Plan. As such, theThe Board believes that this level of potential dilution is reasonable for a company of our size in our industry while still giving the Second Amendment would encourageCompany the ability to retain and motivate key employees and service providers. Expectations regarding future share usage under the 2023 Plan are naturally based on a number of assumptions regarding factors such as future growth in the population of eligible participants, the rate of future compensation increases, the rate at which shares are returned to contribute significantlythe 2023 Plan through forfeitures, cancellations and the like, the level at which performance-based awards pay out, and our future stock price performance. While the Compensation Committee believes that the assumptions utilized are reasonable, future share usage will differ from current expectations to our growth and align the economic interestsextent that actual events differ from the assumptions utilized.

Summary of the participants with our stockholders. 

Accordingly, stockholder approval is being sought to approve the increase in the maximum number of shares of Common Stock that may be granted as equity-based awards under the Equity Plan.  If the stockholders approve the Second Amendment, we intend to file, pursuant to the Securities Act of 1933, as amended, a registration statement on Form S-8 to register the additional shares of Common Stock available for issuance pursuant to the Equity Plan.

Under the Equity Plan, select employees, consultants and non-employee directors have the opportunity to receive grants of equity-based awards.

Second Amendment to the Equity2023 Plan

The total aggregate number of shares of Company Stock that may be issued under the Equity Plan would be 2,600,000 shares following the approvalis a summary of the Second Amendment, consisting of 2,000,000 shares currently issuable under the Equity Plan plus an additional 600,000 shares.

Textmaterial terms of the Second Amendment

To effect the increase in the total aggregate number2023 Plan. This summary does not purport to be a complete description of shares of Company Stock that may be issued under the  Equity Plan, it is proposed that Section 5(a)all provisions of the Equity2023 Plan be deletedand is qualified in its entirety and replaced with the following:

“The total aggregate number of shares of Company Stock that may be issued under the Plan is 2,600,000 shares, subject to adjustment as described in subsection (d) below. For the avoidance of doubt, the total aggregate number of shares of Company Stock that may be issued under the Plan includes the 1,000,000 shares initially issuable under the Plan, plus an additional 500,000 shares pursuantby reference to the amendment and restatementcomplete text of the 2023 Plan, plus 500,000 shares pursuant to the First Amendment, plus an additional 600,000 shares pursuanta copy of which is attached as Exhibit A to this Second Amendment.”Proxy Statement. Any capitalized terms which are used in this summary description but not defined here or elsewhere in this prospectus have the meanings assigned to them in the 2023 Plan.

Consequences of Failure to Approve the ProposalCorporate Governance Provisions

The Equity2023 Plan will continue regardless of the outcome of the stockholders vote on the Second Amendment. Further, failure of the stockholderscontains several provisions intended to approve the Second Amendment will not affect the rights of existing award holders under the Equity Plan or under any previously grantedmake awards under the Equity Plan. If for any reason2023 Plan comply with established principles of good corporate governance. These provisions include:

Administration

The 2023 Plan will be administered by our compensation committee, or such other committee designated by our board of directors to administer the stockholders do not approveplan, which we refer to herein as the Second Amendment at the Annual Meeting, the BoardAdministrator. The Administrator will terminate the Second amendmenthave broad authority, subject to the Equityprovisions of the 2023 Plan, to administer and interpret the 2023 Plan and awards granted thereunder. All decisions and actions of the Second AmendmentAdministrator will be nullfinal.

Eligibility

Awards under the 2023 Plan may be made to consultants, non-employee directors, and void.eligible employees of the Company or any of its subsidiaries. As of the Record Date, there were approximately ten employees and four non-employee directors eligible to participate in the 2023 Plan.

The material terms of the EquityAward Types, Stock Subject to 2023 Plan and the Second Amendment are summarized below. Copies of the full text of the Equity Plan and the Second Amendment are attached to this Proxy Statement as Exhibit A and Exhibit C, respectively.  A copy of the full text of the First Amendment to the Equity Plan is attached to this Proxy Statement as Exhibit B.  Each summary of the Equity Plan and the Second Amendment is not intended to be a complete description of the Equity Plan and the Second Amendment, respectively, and is qualified in its entirety by the text of the Equity Plan and the Second Amendment, to which reference is made.

Material Features of the Equity Plan

General.  The purpose of the Equity Plan is to assist the Company in attractingStock options (both incentive stock options and retaining capable, talented individuals to serve in the capacity of employees, officers, and directors. To that end, the Equity Plan provides that grants may be made in any of the following forms:

The Equity Plan currently authorizes up to 2,000,000 shares of Common Stock for issuance, subject to adjustment as described below.  The Second Amendment would allow for issuance of an additional 600,000 shares of Common Stock with respect to awards under the Equity Plan.

If and to the extent options andnon-qualified stock options), stock appreciation rights granted(SARs), restricted stock, restricted stock units (RSUs), and other stock-based awards are available for grant under the Equity2023 Plan. The maximum number of shares of Company common stock that may be issued in connection with awards made under the 2023 Plan terminate, expire or are cancelled, forfeited, exchanged or surrendered without being exercised, or ifis 193,500 shares plus (i) any shares remaining available for grant under the 2010 Plan (462,567 shares as of the Record date), (ii) unexercised shares subject to appreciation awards (i.e. stock units, stock awardsoptions or other stock-based awards based on the appreciation in value of a share of the Company’s common stock) granted under the 2010 Plan that expire, terminate, or are forfeited or terminated, or otherwise not paidcanceled for any reason without having been exercised in full, theand (iii) shares subject to these grants will become available againawards that are not appreciation awards granted under the 2010 Plan that are forfeited for purposesany reason.

Limits on Non-Employee Director Compensation

Under the 2023 Plan, the aggregate dollar value of all equity-based compensation granted to our non-employee directors for services in such capacity shall not exceed $400,000 during any fiscal year.

Minimum Vesting Period

Awards granted under the 2023 Plan are required to have a one year minimum vesting period, provided that the Administrator may provide for earlier vesting on a change of control, retirement, death, or disability, and provided that up to 5% of the Equity Plan. Shares of Common Stock surrendered in payment of the exercise price of an option, andtotal shares withheld or surrenderedreserved for payment of taxes, will not be reissuedawards under the Equity Plan. If stock appreciation rights are granted,2023 Plan may be exempt from the fullminimum vesting period.

Adjustments

The number and kind of shares authorized for grant under the 2023 Plan, the number of shares subject to an award, and the stock appreciation rights willexercise price of awards shall be considered issued under the Equity Plan, without regard to the number of shares issued upon exercise of the stock appreciation rights and without regard to any cash settlement of the stock appreciation rights. Stock units that are designated in the grant agreement to be paid in cash rather than in shares of Common Stock will not count against the aggregate share limitation.

The Equity Plan provides that the maximum aggregate number of shares of Common Stock with respect to which grants may be made to any individual during any calendar year is 100,000 shares, subject to adjustment as described below. All grants under the Equity Plan will be expressed in shares of Common Stock.

Administration. The Equity Plan initially will be administered and interpretedadjusted by the Compensation Committee. The Board may appoint any otherCommittee as the committee determines, in good faith, to be necessary or advisable to prevent substantial dilution or enlargement of non-employee directors to administer the Equity Plan. The Compensation Committee has the authority to (i) determine the individuals to whom grants will be maderights of participants under the Equity2023 Plan (ii) determinein the type, size, terms and conditionsevent of any change in the capital structure or business of the grants, (iii) determine when grants will be made and the durationCompany by reason of any applicable exercisestock split, reverse stock split, stock dividend, combination or restriction period, includingreclassification of shares, recapitalization, merger, consolidation, spin-off, split-off, reorganization, or other extraordinary or unusual event affecting the criteria for exercisability and any accelerationoutstanding common stock of exercisability, (iv) amend the terms and conditions of any previously issued grant, subject to the limitations described below, and (v) deal with any other matters arising under the Equity Plan.Company.

Eligibility for Participation. All of our employees, consultants, and non-employee directors, are eligible to receive grants under the Equity Plan. We have three part-time employees and three non-employee directors who are eligible to receive grants under the Equity Plan.

Types of Awards.

Stock OptionsRequired Vote

The affirmative vote of holders of a plurality of the votes cast at the Annual Meeting is required for the election of each director. The Company believes that brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, the Company anticipates that your broker will deliver a broker non-vote on this proposal. Abstentions and broker non-votes will not have any effect on the outcome of this proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE FIVE NOMINEES AS A DIRECTOR OF THE COMPANY, TO SERVE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS OR UNTIL HIS OR HER SUCCESSOR IS DULY ELECTED AND QUALIFIED.

PROPOSAL 2
APPROVAL OF THE 2023 OMNIBUS INCENTIVE PLAN

Contango ORE, Inc. 2023 Omnibus Incentive Plan

Background

Subject to stockholder approval, the Board adopted the Contango ORE, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”) on September 22, 2023, upon the recommendation of the Compensation Committee may grant optionsCommittee. The Company believes that the 2023 Plan includes certain updates and current market best-practices that are not included in the Contango ORE, Inc. 2010 Plan. If stockholders do not approve the 2023 Plan, it will not be implemented and the Company will continue to grant awards under the 2010 Plan until its expiration. The Board is recommending that stockholders approve the 2023 Plan so the Company will be able to make the types of awards desirable to meet the Company’s compensatory needs going forward. The purpose of the 2023 Plan is to enable the Company to offer eligible employees, consultants and non-employee directors equity-based incentive awards to attract and retain such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders.

The 2023 Plan is intended to qualify as incentive stock options withinreplace the meaning2010 Plan with respect to any new grants by the Company. If stockholders approve the 2023 Plan, no further grants will be made under the 2010 Plan following the date the 2023 Plan is approved by the Company’s stockholders. See “Effective Date” below. All outstanding awards under the 2010 Plan will continue in accordance with the 2010 Plan and any award agreement executed in connection with such outstanding awards.

Stockholder approval of Sectionthe 2023 Plan is also necessary to ensure that the 2023 Plan meets the requirements under section 422 of the Internal Revenue Code for issuing incentive stock options and the NYSE approval requirements for equity compensation plans.

Historical Equity Granting Practices

Some stockholders view the burn rate as a useful measure to compare the rates at which peer companies have granted equity. The more equity that a company grants in relation to the total number of 1986,its shares of common stock outstanding, the higher that company’s burn rate will be. Over the past three years, our average burn rate has been 1.9% for FY 2023, 2.4% for FY 2022, and 3.3% for FY 2021.

As of the Record date, 536,862 shares were subject to awards outstanding under the 2010 Plan,  100,000 of which were subject to options or SARs, and 462,567 shares were available for awards under the 2010 Plan. We expect to continue making equity awards consistent with our practices over the past three years, and to maintain an average annual burn rate over the next three years in line with our average for the 2021-2023 period. On that basis, we expect that the shares currently remaining available for awards under the 2010 Plan plus an additional 193,500 shares of common stock will likely be sufficient to continue making awards for the next three to five years.

Shares available for grant under the 2023 Plan would consist of 193,500 shares of common stock plus (i) any shares remaining available for grant under the 2010 Plan (462,567 shares as amended (the "Code") (“ISOs”)of the Record Date), (ii) unexercised shares subject to appreciation awards (i.e. stock options or “nonqualified stock options”other stock-based awards based on the appreciation in value of a share of the Company’s common stock) granted under the 2010 Plan that expire, terminate, or are canceled for any reason without having been exercised in full, and (iii) shares subject to awards that are not appreciation awards granted under the 2010 Plan that are forfeited for any reason.

Based on 9,393,922 shares outstanding as of the Record Date, if all 193,500 new shares under the 2023 Plan, all 536,862 shares subject to outstanding awards under the 2010 Plan, and all 462,567 shares available for future awards under the 2010 Plan are ultimately issued, the stockholder dilution would be 11.75%. The 193,500 new shares added by the 2023 Plan represent only an additional 1.72% of dilution above what is already subject to the 2010 Plan. The Board believes that this level of potential dilution is reasonable for a company of our size in our industry while still giving the Company the ability to retain and motivate key employees and service providers. Expectations regarding future share usage under the 2023 Plan are naturally based on a number of assumptions regarding factors such as future growth in the population of eligible participants, the rate of future compensation increases, the rate at which shares are returned to the 2023 Plan through forfeitures, cancellations and the like, the level at which performance-based awards pay out, and our future stock price performance. While the Compensation Committee believes that the assumptions utilized are reasonable, future share usage will differ from current expectations to the extent that actual events differ from the assumptions utilized.

Summary of the 2023 Plan

The following is a summary of the material terms of the 2023 Plan. This summary does not purport to be a complete description of all provisions of the 2023 Plan and is qualified in its entirety by reference to the complete text of the 2023 Plan, a copy of which is attached as Exhibit A to this Proxy Statement. Any capitalized terms which are used in this summary description but not defined here or elsewhere in this prospectus have the meanings assigned to them in the 2023 Plan.

Corporate Governance Provisions

The 2023 Plan contains several provisions intended to so qualify (“NQSOs”)make awards under the 2023 Plan comply with established principles of good corporate governance. These provisions include:

Administration

The 2023 Plan will be administered by our compensation committee, or such other committee designated by our board of directors to administer the plan, which we refer to herein as the Administrator. The Administrator will have broad authority, subject to the provisions of the 2023 Plan, to administer and interpret the 2023 Plan and awards granted thereunder. All decisions and actions of the Administrator will be final.

Eligibility

Awards under the 2023 Plan may be made to consultants, non-employee directors, and eligible employees of the Company or any combination of ISOsits subsidiaries. As of the Record Date, there were approximately ten employees and NQSOs. Anyonefour non-employee directors eligible to participate in the Equity Plan may receive a grant of NQSOs. Only our employees and employees of our parents or subsidiaries may receive a grant of ISOs.2023 Plan.

Award Types, Stock Subject to 2023 Plan

Stock options (both incentive stock options and non-qualified stock options), stock appreciation rights (SARs), restricted stock, restricted stock units (RSUs), and other stock-based awards are available for grant under the 2023 Plan. The Compensation Committee will fixmaximum number of shares of Company common stock that may be issued in connection with awards made under the exercise price per2023 Plan is 193,500 shares plus (i) any shares remaining available for grant under the 2010 Plan (462,567 shares as of the Record date), (ii) unexercised shares subject to appreciation awards (i.e. stock options or other stock-based awards based on the appreciation in value of a share of options on the date of grant. The exercise price of optionsCompany’s common stock) granted under the Equity2010 Plan will be equalthat expire, terminate, or are canceled for any reason without having been exercised in full, and (iii) shares subject to or greater than the last sale price of the underlying shares of Common Stock reported on the NYSE American or such other securities exchange on which our Common Stock is listed on the date of grant.

An ISO may not be granted to an employee who holds more than 10% of the total combined voting power of all classes of our outstanding stock or the stock of any parent or subsidiary unless the exercise price per share is not less than 110% of the last reported sale price of the underlying shares of Common Stock on the date of grant. To the extent that the aggregate fair market value of shares of Common Stock, determined on the date of grant, with respect to which ISOs become exercisable for the first time by a participant during any calendar year exceeds $100,000, such ISOs will be treated as NQSOs. 

The Compensation Committee will determine the term of each option, which may not exceed ten years from the date of grant. The Compensation Committee will also determine the other terms and conditions of options, including the date or dates they become exercisable. The Compensation Committee may grant optionsawards that are subject to achievement of performance goals or other conditions. The Compensation Committee may acceleratenot appreciation awards granted under the exercisability of any or all outstanding options at any time2010 Plan that are forfeited for any reason.

A participantLimits on Non-Employee Director Compensation

Under the 2023 Plan, the aggregate dollar value of all equity-based compensation granted to our non-employee directors for services in such capacity shall not exceed $400,000 during any fiscal year.

Minimum Vesting Period

Awards granted under the 2023 Plan are required to have a one year minimum vesting period, provided that the Administrator may exercise an option by deliveringprovide for earlier vesting on a noticechange of exercisecontrol, retirement, death, or disability, and provided that up to the Company. The participant will pay the exercise price and any withholding taxes for the option: (i) in cash; (ii) if the Compensation Committee permits, by delivering shares of Common Stock already owned by the participant and having a fair market value on the date of exercise equal to the exercise price or by attestation to ownership of shares of Common Stock having an aggregate fair market value on the date of exercise equal to the exercise price; (iii) if the Compensation Committee permits, by tendering shares5% of the Company subject tototal shares reserved for awards under the exercisable option and having a fair market value on2023 Plan may be exempt from the date of exercise equal to the exercise price; (iv) by payment through a broker in accordance with the procedures permitted by Regulation T of the Federal Reserve Board; or (iv) by such other method as the Compensation Committee may approve.minimum vesting period.

Adjustments

The Compensation Committee may determine innumber and kind of shares authorized for grant under the Grant Agreement under what circumstances, if any, and during what time periods a participant may exercise an option after termination of employment or service.

Stock Units

The Compensation Committee may grant stock units to anyone eligible to participate in the Equity Plan. Each stock unit provides the participant with the right to receive a share of Common Stock or an amount based on the value of a share of Common Stock. The Compensation Committee will determine the number of stock units that will be granted, whether stock units will become payable based on achievement of performance goals or other conditions, and the other terms and conditions of the stock units. Stock units may be paid at the end of a specified period or deferred to a date authorized by the Compensation Committee. If a stock unit becomes distributable, it will be paid to the participant in cash, in shares of Common Stock, or in a combination of cash and shares of Common Stock, as determined by the Compensation Committee. The Compensation Committee will determine in the grant agreement under what circumstances a participant may retain stock units after termination of employment or service, and the circumstances under which stock units may be forfeited.

The Compensation Committee may grant dividend equivalents in connection with stock units. Dividend equivalents will be payable in cash or shares of Common Stock and may be paid currently or may be deferred. The terms and conditions of dividend equivalents will be determined by the Compensation Committee.

Restricted Stock Awards

The Compensation Committee may grant stock awards to anyone eligible to participate in the Equity Plan. The Compensation Committee will determine2023 Plan, the number of shares of Common Stock subject to the grant of stock awardsan award, and the restrictions and other terms and conditionsexercise price of the grant. The Compensation Committee will determine in the grant agreement under what circumstances a participant may retain stock awards after termination of employment or service, and the circumstances under which stock awards may be forfeited.

The Compensation Committee will determine whether and under what conditions participants will have the right to vote shares of Common Stock and to receive dividends paid on such shares during the restriction period. The Compensation Committee may determine that dividends, if any, on stock awards shall be withheld while the stock awards are subject to restrictions and that the dividends shall be payable only upon the lapse of the restrictions on the stock awards, or on such other terms as the Compensation Committee determines. Accumulated dividends may be paid in cash, shares of Common Stock or in such other form as dividends, if any, are paid on Common Stock, as determined by the Compensation Committee.

Stock Appreciation Rights

The Compensation Committee may grant stock appreciation rights (“SARs”) to anyone eligible to participate in the Equity Plan. SARs may be granted in tandem with, or independently of, any option granted under the Equity Plan. Upon exercise of an SAR, the participant will receive an amount equal to the value of the stock appreciation for the number of SARs exercised. Payment will be made in cash, shares of Common Stock or a combination of the two.

The base amount of each SAR will be determinedadjusted by the Compensation Committee and willas the committee determines, in good faith, to be not less than the last sale price of a share of Common Stock reported on the NYSE Americannecessary or such other securities exchange on which our Common Stock is listed on the date of grantadvisable to prevent substantial dilution or enlargement of the SAR. The Compensation Committee will determinerights of participants under the terms and conditions of SARs, including when they become exercisable. The Compensation Committee may accelerate the exercisability of any or all outstanding SARs at any time for any reason. The Compensation Committee will determine under what circumstances and during what time periods a participant may exercise an SAR after termination of employment or service.

Other Stock-Based Awards

The Compensation Committee may grant other stock-based awards, which are grants other than options, SARs, stock units, and restricted stock awards. The Compensation Committee may grant other stock-based awards to anyone eligible to participate2023 Plan in the Equity Plan. These grants will be based on or measured by sharesevent of Common Stock, and will be payable in cash, in shares of Common Stock, or in a combination of cash and shares of Common Stock. The terms and conditions for other stock-based awards will be determined by the Compensation Committee.

Qualified Performance-Based Compensation.  The Tax Cuts and Jobs Act, effective as of December 22, 2017, amended Section 162(m) of the Code to repeal the performance-based compensation exception to the $1 million deduction limitation for remuneration paid to certain senior executives of a public company in any year.  Accordingly, the provisions in the Equity Plan regarding qualified performance-based compensation are no longer effective.

Deferrals. The Compensation Committee may permit or require participants to defer receipt of the payment of cash or the delivery of shares of Common Stock that would otherwise be due to the participant in connection with any grant under the Equity Plan. The Compensation Committee will establish the rules and procedures applicable to any such deferrals.

Adjustments. If there is any change in the numbercapital structure or kindbusiness of shares of Common Stockthe Company by reason of aany stock split, reverse stock split, stock dividend, spinoff, recapitalization, stock split, combination or exchangereclassification of shares, recapitalization, merger, consolidation, spin-off, split-off, reorganization, consolidation, reclassification, change in par value or any other extraordinary or unusual event affecting the outstanding shares of Common Stock as a class without our receipt of consideration, or if the value of outstanding shares of Common Stock is substantially reduced as a result of a spinoff or our payment of an extraordinary dividend or distribution, the number of shares of Common Stock available for grants, the limitations on the number of shares of Common Stock any individual may receive under grants in any year, the number of shares covered by outstanding grants, the kind of shares to be issued under the Equity Plan, and the price per share or the applicable market value of the grants will be equitably adjusted by the Compensation Committee, in such manner as the Compensation Committee deems appropriate, to reflect any increase or decrease in the number or kind of issued shares of Common Stock in order to preclude, to the extent practicable, the enlargement or dilution of the rights and benefits under such grants. Any fractional shares resulting from such adjustment will be eliminated. In addition, in the event of a change of control, the provisions of the Equity Plan applicable to a change of control will apply.

Change of Control. Except as provided in the grant agreement, in the event of a change of control ((as defined in the Equity Plan) all outstanding options and SARs shall be fully exercisable, and restrictions on all outstandingcommon stock awards, stock units and other stock-based awards shall lapse, as of the date of the change of control, provided such acceleration does not result in a violation of section 409A of the Code.  In the event of a change of control, the Compensation Committee may take any one or more of the following actions with respect to all outstanding grants, without the consent of any participant:

If the per share fair market value of the Company’s stock does not exceed the per share exercise price or base price of an option or SAR, as applicable, the Company shall not be required to make any payment to such grantee upon surrender of the option or SAR.

For purposes of the Equity Plan, a change of control will be deemed to have occurred if one of the following events occurs:

The Board may provide in a grant agreement that a sale or transaction involving a subsidiary or one of our business units will be considered a change of control for purposes of a grant, or establish other provisions that will be applicable in the event of a specified transaction.

Transferability of Grants. Only the participant may exercise rights under a grant during the participant’s lifetime. A participant may not transfer those rights except by will or the laws of descent and distribution. The Compensation Committee may provide, in a grant agreement, that a participant may transfer NQSOs to his or her family members, or one or more trusts or other entities for the benefit of or owned by such family members, consistent with applicable securities laws, according to such terms as the Compensation Committee may determine.

Participants Outside the United States. If any individual who receives a grant under the Equity Plan is subject to taxation in a country other than the United States, the Compensation Committee may make the grant on such terms and conditions as the Compensation Committee determines appropriate to comply with the laws of the applicable country.

No Repricing of Options or SARs. Neither the Board nor the Compensation Committee can amend the Equity Plan or options or SARs previously granted under the Equity Plan to permit a repricing of options or SARs, without prior stockholder approval.

Amendment and Termination of the Equity Plan. The Board may amend or terminate the Equity Plan at any time, subject to stockholder approval of any amendment for which such approval is required under any applicable laws or stock exchange requirements. The Equity Plan will terminate on September 15, 2027, unless the Equity Plan is terminated earlier by the Board or is extended by the Board with stockholder consent.

Hedging. The Equity Plan provides that no equity securities or options for equity securities may be hedged by executives of the Company.

The last reported sale price of our Common Stock on October 3, 2022 was $30.00 per share.

Federal Consequences

The federal income tax consequences of grants under the Equity Plan will depend on the type of grant. The following description provides only a general description of the application of federal income tax laws to grants under the Equity Plan. This discussion is intended for the information of stockholders and not as tax guidance to participants, as the consequences may vary with the types of grants made, the identity of the participants and the method of payment or settlement. The summary does not address the effects of other federal taxes (including possible “golden parachute” excise taxes) or taxes imposed under state, local, or foreign tax laws.

From the participants’ standpoint, as a general rule, ordinary income will be recognized at the time of delivery of shares of Common Stock. Future appreciation on shares of Common Stock held beyond the ordinary income recognition event will be taxable as capital gain when the shares of Common Stock are sold. The tax rate applicable to capital gain will depend upon how long the participant holds the shares. The Company, as a general rule, will be entitled to a tax deduction that corresponds in time and amount to the ordinary income recognized by the participant, and the Company will not be entitled to any tax deduction with respect to capital gain income recognized by the participant on the future appreciation, if any, after delivery of the shares.

Exceptions to these general rules arise under the following circumstances:

(i) If shares of Common Stock, when delivered, are subject to a substantial risk of forfeiture by reason of any employment or performance-related condition, ordinary income taxation and our tax deduction will be delayed until the risk of forfeiture lapses, unless the participant makes a special election to accelerate taxation under Section 83(b) of the Code by filing a Section 83(b) election within thirty (30) days of the date of grant or delivery of the shares.

(ii) If an employee exercises a stock option that qualifies as an ISO, no ordinary income will be recognized, and we will not be entitled to any tax deduction, if shares of Common Stock acquired upon exercise of the stock option are held until the later of (A) one year from the date of exercise and (B) two years from the date of grant. However, if the employee disposes of the shares acquired upon exercise of an ISO before satisfying both holding period requirements, the employee will recognize ordinary income at the time of the disposition equal to the difference between the fair market value of the shares on the date of exercise (or the amount realized on the disposition, if less) and the exercise price, and the Company will be entitled to a tax deduction in that amount. The gain, if any, in excess of the amount recognized as ordinary income will be long-term or short-term capital gain, depending upon the length of time the employee held the shares before the disposition.

(iii) A grant may be subject to a 20% tax, in addition to ordinary income tax, at the time the grant becomes vested, plus interest, if the grant constitutes deferred compensation under Section 409A of the Code and the requirements of Section 409A of the Code are not satisfied.

Section 162(m) of the Code generally disallows a publicly held corporation’s tax deduction for compensation paid to its chief executive officer or other specified officers in excess of $1.0 million in any year. Awards under the Equity Plan will be granted in the amounts and to the individuals as determined by the Compensation Committee in its sole discretion in the ordinary course of business.  Therefore, the awards that will be received by our employees, consultants, and non-employee directors are not determinable at this time.

We have the right to require that participants pay to us an amount necessary for us to satisfy our federal, state or local tax withholding obligations with respect to grants. We may withhold from other amounts payable to a participant an amount necessary to satisfy these obligations. The Compensation Committee may permit a participant to satisfy our withholding obligation with respect to grants paid in Common Stock by having shares withheld, at the time the grants become taxable, up to the maximum statutory tax rate in the relevant jurisdiction.

Required Vote

The affirmative vote of holders of a majorityplurality of the shares of our Common Stock present in person or represented by proxyvotes cast at the Annual Meeting and entitled to vote thereon is required to approve this proposal.for the election of each director. The Company believes that brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, the Company anticipates that your broker will deliver a broker non-vote on this proposal. BrokerAbstentions and broker non-votes will not have any effect on the outcome of this proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE FIVE NOMINEES AS A DIRECTOR OF THE COMPANY, TO SERVE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS OR UNTIL HIS OR HER SUCCESSOR IS DULY ELECTED AND QUALIFIED.

PROPOSAL 2
APPROVAL OF THE 2023 OMNIBUS INCENTIVE PLAN

Contango ORE, Inc. 2023 Omnibus Incentive Plan

Background

Subject to stockholder approval, the Board adopted the Contango ORE, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”) on September 22, 2023, upon the recommendation of the Compensation Committee. The Company believes that the 2023 Plan includes certain updates and current market best-practices that are not included in the Contango ORE, Inc. 2010 Plan. If stockholders do not approve the 2023 Plan, it will not be implemented and the Company will continue to grant awards under the 2010 Plan until its expiration. The Board is recommending that stockholders approve the 2023 Plan so the Company will be able to make the types of awards desirable to meet the Company’s compensatory needs going forward. The purpose of the 2023 Plan is to enable the Company to offer eligible employees, consultants and non-employee directors equity-based incentive awards to attract and retain such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders.

The 2023 Plan is intended to replace the 2010 Plan with respect to any new grants by the Company. If stockholders approve the 2023 Plan, no further grants will be made under the 2010 Plan following the date the 2023 Plan is approved by the Company’s stockholders. See “Effective Date” below. All outstanding awards under the 2010 Plan will continue in accordance with the 2010 Plan and any award agreement executed in connection with such outstanding awards.

Stockholder approval of the 2023 Plan is also necessary to ensure that the 2023 Plan meets the requirements under section 422 of the Internal Revenue Code for issuing incentive stock options and the NYSE approval requirements for equity compensation plans.

Historical Equity Granting Practices

Some stockholders view the burn rate as a useful measure to compare the rates at which peer companies have granted equity. The more equity that a company grants in relation to the total number of its shares of common stock outstanding, the higher that company’s burn rate will be. Over the past three years, our average burn rate has been 1.9% for FY 2023, 2.4% for FY 2022, and 3.3% for FY 2021.

As of the Record date, 536,862 shares were subject to awards outstanding under the 2010 Plan,  100,000 of which were subject to options or SARs, and 462,567 shares were available for awards under the 2010 Plan. We expect to continue making equity awards consistent with our practices over the past three years, and to maintain an average annual burn rate over the next three years in line with our average for the 2021-2023 period. On that basis, we expect that the shares currently remaining available for awards under the 2010 Plan plus an additional 193,500 shares of common stock will likely be sufficient to continue making awards for the next three to five years.

Shares available for grant under the 2023 Plan would consist of 193,500 shares of common stock plus (i) any shares remaining available for grant under the 2010 Plan (462,567 shares as of the Record Date), (ii) unexercised shares subject to appreciation awards (i.e. stock options or other stock-based awards based on the appreciation in value of a share of the Company’s common stock) granted under the 2010 Plan that expire, terminate, or are canceled for any reason without having been exercised in full, and (iii) shares subject to awards that are not appreciation awards granted under the 2010 Plan that are forfeited for any reason.

Based on 9,393,922 shares outstanding as of the Record Date, if all 193,500 new shares under the 2023 Plan, all 536,862 shares subject to outstanding awards under the 2010 Plan, and all 462,567 shares available for future awards under the 2010 Plan are ultimately issued, the stockholder dilution would be 11.75%. The 193,500 new shares added by the 2023 Plan represent only an additional 1.72% of dilution above what is already subject to the 2010 Plan. The Board believes that this level of potential dilution is reasonable for a company of our size in our industry while still giving the Company the ability to retain and motivate key employees and service providers. Expectations regarding future share usage under the 2023 Plan are naturally based on a number of assumptions regarding factors such as future growth in the population of eligible participants, the rate of future compensation increases, the rate at which shares are returned to the 2023 Plan through forfeitures, cancellations and the like, the level at which performance-based awards pay out, and our future stock price performance. While the Compensation Committee believes that the assumptions utilized are reasonable, future share usage will differ from current expectations to the extent that actual events differ from the assumptions utilized.

Summary of the 2023 Plan

The following is a summary of the material terms of the 2023 Plan. This summary does not purport to be a complete description of all provisions of the 2023 Plan and is qualified in its entirety by reference to the complete text of the 2023 Plan, a copy of which is attached as Exhibit A to this Proxy Statement. Any capitalized terms which are used in this summary description but not defined here or elsewhere in this prospectus have the meanings assigned to them in the 2023 Plan.

Corporate Governance Provisions

The 2023 Plan contains several provisions intended to make awards under the 2023 Plan comply with established principles of good corporate governance. These provisions include:

Administration

The 2023 Plan will be administered by our compensation committee, or such other committee designated by our board of directors to administer the plan, which we refer to herein as the Administrator. The Administrator will have broad authority, subject to the provisions of the 2023 Plan, to administer and interpret the 2023 Plan and awards granted thereunder. All decisions and actions of the Administrator will be final.

Eligibility

Awards under the 2023 Plan may be made to consultants, non-employee directors, and eligible employees of the Company or any of its subsidiaries. As of the Record Date, there were approximately ten employees and four non-employee directors eligible to participate in the 2023 Plan.

Award Types, Stock Subject to 2023 Plan

Stock options (both incentive stock options and non-qualified stock options), stock appreciation rights (SARs), restricted stock, restricted stock units (RSUs), and other stock-based awards are available for grant under the 2023 Plan. The maximum number of shares of Company common stock that may be issued in connection with awards made under the 2023 Plan is 193,500 shares plus (i) any shares remaining available for grant under the 2010 Plan (462,567 shares as of the Record date), (ii) unexercised shares subject to appreciation awards (i.e. stock options or other stock-based awards based on the appreciation in value of a share of the Company’s common stock) granted under the 2010 Plan that expire, terminate, or are canceled for any reason without having been exercised in full, and (iii) shares subject to awards that are not appreciation awards granted under the 2010 Plan that are forfeited for any reason.

Limits on Non-Employee Director Compensation

Under the 2023 Plan, the aggregate dollar value of all equity-based compensation granted to our non-employee directors for services in such capacity shall not exceed $400,000 during any fiscal year.

Minimum Vesting Period

Awards granted under the 2023 Plan are required to have a one year minimum vesting period, provided that the Administrator may provide for earlier vesting on a change of control, retirement, death, or disability, and provided that up to 5% of the total shares reserved for awards under the 2023 Plan may be exempt from the minimum vesting period.

Adjustments

The number and kind of shares authorized for grant under the 2023 Plan, the number of shares subject to an award, and the exercise price of awards shall be adjusted by the Compensation Committee as the committee determines, in good faith, to be necessary or advisable to prevent substantial dilution or enlargement of the rights of participants under the 2023 Plan in the event of any change in the capital structure or business of the Company by reason of any stock split, reverse stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, consolidation, spin-off, split-off, reorganization, or other extraordinary or unusual event affecting the outstanding common stock of the Company.

Types of Awards

Stock Options.  All stock options granted under the 2023 Plan will be evidenced by a written agreement with the participant, which provides, among other things, whether the option is intended to be an incentive stock option or a non-qualified stock option, the number of shares subject to the option, the exercise price, exercisability (or vesting), the term of the option, which may not generally exceed ten years, and other terms and conditions. Subject to the express provisions of the 2023 Plan, options generally may be exercised over such period, in installments or otherwise, as the Administrator may determine. The exercise price for any stock option granted may not generally be less than the fair market value of the common stock subject to that option on the grant date. The exercise price may be paid in cash or such other method as determined by the Administrator, including the delivery of previously owned shares or withholding of shares deliverable upon exercise. Other than in connection with a change in our capitalization, we will not, without stockholder approval, reduce the exercise price of a previously awarded option, and at any time when the exercise price of a previously awarded option is above the fair market value of a share of common stock, we will not, without stockholder approval, cancel and re-grant or exchange such option for cash or a new award with a lower (or no) exercise price.

Stock Appreciation Rights or SARs.  SARs may be granted alone or in conjunction with all or part of a stock option. Upon exercising a SAR, the participant is entitled to receive the amount by which the fair market value of the common stock at the time of exercise exceeds the exercise price of the SAR. This amount is payable in common stock, cash, or a combination thereof, at the Administrator’s discretion and as set forth in the award agreement.

Restricted Stock and RSUs.  Awards of restricted stock consist of shares of stock that are transferred to the participant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. RSUs result in the transfer of shares of cash or stock to the participant only after specified conditions are satisfied. The Administrator will determine the restrictions and conditions applicable to each award of restricted stock or RSUs, which may include performance vesting conditions.

Other Stock-Based Awards. Other stock-based awards are Awards denominated in or payable in, valued in whole or in part by reference to, or otherwise based on or related to, the value of stock.

Transferability

Awards generally may not be sold, transferred for value, pledged, assigned or otherwise alienated or hypothecated by a participant other than by will or the laws of descent and distribution, and each option or SAR may be exercisable only by the participant during his or her lifetime.

Effect of a Change of Control

In the event of a change of control, except as otherwise provided by the Compensation Committee in an award agreement, all options, SARs, and restricted stock and RSUs with time-based vesting will accelerate and vest, and all restricted stock and RSUs with performance-based vesting will accelerate and vest at the mid-point between target and maximum performance level. The Compensation Committee may also, in its sole discretion: (i) cancel awards (whether or not vested) and pay the holders, in cash, the value of the awards based on the price per share to be received by stockholders in connection with the change of control.

For the purposes of the foregoing, a “change in control” generally means the occurrence of one of the following events: (i) the acquisition (including through purchase, reorganization, merger or consolidation) by a person or entity of 50% or more of the voting power of the securities entitled to vote to elect our Board; (ii) an election of individuals to our Board that causes a majority of the Board to have been members of the Board for less than two years, unless the individuals elected are approved by a vote of at least two-thirds of the directors then in office; (iii) the sale or other disposition of more than 50% of the consolidated assets of the Company; or (iv) a liquidation or dissolution of the Company.

Term

Assuming that the 2023 Plan is approved by the stockholders at the Annual Meeting, awards under the 2023 Plan may not be made after November 14, 2033, but awards granted prior to such date may extend beyond that date.

Amendment and Termination

Our board of directors has the right to amend, alter, suspend or terminate the 2023 Plan at any time, provided certain enumerated material amendments may not be made without stockholder approval. No amendment or alteration to the 2023 Plan or an award or award agreement will be made that would materially impair the rights of the holder, without such holder’s consent.

U.S. Federal Income Tax Considerations

The following is a summary of the principal United States federal income tax consequences to the Company and to participants subject to U.S. taxation with respect to awards granted under the 2023 Plan. This summary is not intended to be exhaustive and does not discuss the income tax laws of any city, state or foreign jurisdiction in which a participant may reside. Participants are advised to consult with their own tax advisors with respect to the tax consequences inherent in the ownership and/or exercise of the awards, and the ownership and disposition of any underlying securities.

Non-QualifiedStock Options. A participant who is granted a nonqualified stock option under the 2023 Plan will not recognize any income for federal income tax purposes on the grant of the option. Generally, on the exercise of the option, the participant will recognize taxable ordinary income equal to the excess of the fair market value of the shares on the exercise date over the option price for the shares. Upon disposition of the shares purchased pursuant to the stock option, the participant will recognize long-term or short-term capital gain or loss, as the case may be, equal to the difference between the amount realized on such disposition and the basis for such shares, which basis includes the amount paid for the shares and the amount previously recognized by the participant as ordinary income. If the common stock received upon exercise of an option is restricted stock, the rules regarding restricted stock will apply.

Incentive Stock Options. A participant who is granted an incentive stock option, or ISO, will not recognize any taxable income for federal income tax purposes either on the grant or exercise of the ISO. The aggregate fair market value of common stock (determined at the grant date) with respect to which ISOs can be exercisable for the first time during any calendar year cannot exceed $100,000. Any excess will be treated as a non-qualified stock option. If the participant disposes of the shares purchased pursuant to the ISO more than two years after the date of grant and more than one year after the issuance of the shares to the participant (the required statutory “holding period”), (a) the participant will recognize long-term capital gain or loss, as the case may be, equal to the difference between the selling price and the option price; and (b) the Company will not be entitled to a deduction with respect to the shares of stock so issued. If the holding period requirements are not met, any gain realized upon disposition will be taxed as ordinary income to the extent of the excess of the lesser of (i) the excess of the fair market value of the shares at the time of exercise over the option price, and (ii) the gain on the sale. Also in that case, the Company will be entitled to a deduction in the year of disposition in an amount equal to the ordinary income recognized by the participant. Any additional gain will be taxed as short-term or long-term capital gain depending upon the holding period for the stock. A sale for less than the option price results in a capital loss. The excess of the fair market value of the shares on the date of exercise over the option price is, however, includable in the option holder’s income for alternative minimum tax purposes.

Effective Date

The 2023 Plan will become effective on the day it is approved by the Company’s stockholders (the “Effective Date”). Assuming that the 2023 Plan is approved by the stockholders at the Annual Meeting, the Effective Date of the 2023 Plan will be November 14, 2023.

New Plan Benefits

Future grants under the 2023 Plan will be made at the discretion of the 2023 Plan administrator and, accordingly, are not yet determinable. In addition, benefits under the 2023 Plan will depend on a number of factors, including the fair market value of our common stock on future dates and the exercise decisions made by participants. Consequently, at this time, it is not possible to determine the future benefits that might be received by participants receiving discretionary grants under the 2023 Plan.

Required Vote

The affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote is required for approval of our 2023 Omnibus Incentive Plan. Abstentions will have the same practical effect as avotes “AGAINST” this proposal. Broker non-votes will have no effect on the outcome of this proposal. Unless otherwise instructed, the persons named as proxies will vote against“FOR” this proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE SECOND AMENDMENT TO THE AMENDED AND RESTATED 2010 EQUITY COMPENSATION 2023 OMNIBUS INCENTIVEPLAN.

PROPOSAL 3
RATIFICATION OF THE SELECTION OF OUR AUDITORS

The Audit Committee has appointed Moss Adams LLP (“Moss Adams”), independent public accountants, for the examination of the accounts and audit of our financial statements for the fiscal year ending June 30, 2023.2024. At the Annual Meeting, the Board will present a proposal to the stockholders to approve and ratify the engagement of Moss Adams. The Board expects that representatives of Moss Adams will be present and will have the opportunity to make a statement, if they desire, and to respond to appropriate questions. The Audit Committee will consider the failure to ratify its selection of Moss Adams as independent public accountants as a direction to select other auditors for the fiscal year ending June 30, 2024.2025.

During the Company’s two most recent fiscal years ended June 30, 20222023 and 2021,2022, and through the date hereof, there were (i) no disagreements with Moss Adams on any matter of GAAP or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Moss Adams would have caused Moss Adams to make reference to the subject matter of the disagreements in connection with its reports, and (ii) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.

During the Company’s two most recent fiscal years ended June 30, 20222023 and 2021,2022, and through the date hereof, neither the Company, nor anyone on its behalf, has consulted Moss Adams with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report was provided to the Company nor oral advice was provided to the Company that Moss Adams concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Fees

Aggregate fees for professional services rendered to us by Moss Adams, the Company’s independent public accountants, for the fiscal years ended June 30, 20222023 and 2021,2022, were:

The Audit Fees for the years ended June 30, 20222023 and 20212022 were for professional services rendered in connection with the audit of the Company’s consolidated financial statements for the years ended June 30, 20222023 and 2021,2022, issuance of consents, quarterly reviews and assistance with and review of documents filed with the SEC.  

There are no other fees for services rendered to us by Moss Adams. Moss Adams did not provide to us any financial information systems design or implementation services during fiscal years ended June 30, 20222023 or June 30, 2021.2022.

Audit Committee Pre-Approval Policies and Procedures

All of the 20222023 audit services provided by Moss Adams were approved by the Audit Committee.

The Audit Committee has established pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, the Audit Committee selects and appoints outside auditors, considers the independence and effectiveness of the outside auditors, approves the fees and other compensation to be paid to the outside auditors and is responsible for oversight of the outside auditors and reviews any revisions to the estimates of audit and non-audit fees initially approved. The Audit Committee’s procedures prohibit the independent auditor from providing any non-audit services unless the service is permitted under applicable law and is pre-approved by the Audit Committee. The Audit Committee receives the written disclosures required by generally accepted auditing standards. The Audit Committee annually requires the outside auditors to provide the Audit Committee with a written statement delineating all relationships between the outside auditors and the Company. The Audit Committee actively engages in a dialogue with the outside auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the outside auditors. The Audit Committee recommends that the Board of Directors take appropriate action in response to the outside auditors’ report to satisfy itself of the outside auditors’ independence. The scope of services and fees are required to be compatible with the maintenance of the accounting firm’s independence, including compliance with SEC rules and regulations.

Required Vote

The affirmative vote of holders of a majority of the shares of our Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve this proposal. The Company believes that brokers have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, the Company anticipates that your broker will be permitted to vote your shares in its discretion on this proposal. As a result, we do not expect any broker non-votes in connection with this proposal.  Abstentions will have the same practical effect as a vote against this proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE

SELECTION OF MOSS ADAMS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.

PROPOSAL 4

ADVISORY VOTE ON EXECUTIVE COMPENSATION