UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] | Preliminary Proxy Statement | |
[ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
[X] | Definitive Proxy Statement | |
[ ] | Definitive Additional Materials | |
[ ] | Soliciting Material Pursuant to |
U.S. GOLD CORP.
(Name of Registrant as Specified Inin Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
Payment of Filing Fee (Check the appropriate box): | |
[X] | No fee |
required | |
[ ] | Fee computed on table below per Exchange Act Rules 14a-6(i) |
(1) | Title of each class of securities to which transaction applies: |
Aggregate number of securities to which transaction applies: | |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 | |
Proposed maximum aggregate value of transaction: | |
Total fee paid: | |
[ ] | Fee paid previously with preliminary |
[ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount previously paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) |
|
(4) |
|
U.S. GOLD CORP.
1910 E. Idaho Street, Suite 102-Box 604,
Elko, NV 98901Nevada 89801
(800) 557-4550
Dear Shareholder:Stockholder,
On behalf of the Board of Directors and management, I invite you to attend the 2019 Annual Meeting of ShareholdersStockholders (the “Annual Meeting”) of U.S. Gold Corp (the “Company” or “U.S. Gold Corp.”) to be held the office of Sichenzia Ross Ference Kesner LLP at 1185 Avenue of the Americas, 37thFloor, New York NY 10036 on September 13, 2018 at 9:00 a.m. EST.(local time) on September 18, 2019, at the office of Haynes and Boone, LLP, 1050 17th Street, Suite 1800, Denver, Colorado 80265. The attached notice of Annual Meeting and proxy statement describe the matters to be presented at the Annual Meeting and provide information about us that you should consider when you vote your shares.
The notice of annual meetingAnnual Meeting and proxy statement accompanying this letter describe the specific business to be acted upon at the meeting.
In addition to the specific matters to be acted upon, there will be an opportunity for questions of general interest to the shareholders.Annual Meeting.
Your vote is important. Whether or not you plan to attend the meetingAnnual Meeting in person, you are requested to complete, sign, date, and promptly return the enclosed proxy card in the envelope provided. Your proxy will be voted at the annual meetingAnnual Meeting in accordance with your instructions. If you do not specify a choice on one of the proposals described in this proxy statement, your proxy will be voted as recommended by the Board of Directors. If you hold your shares through an account with a brokerage firm or other nominee or fiduciary such as a bank, please follow the instructions you receive from such brokerage firm or other nominee or fiduciary to vote your shares.
If you plan to attend the meetingAnnual Meeting in person, please respond affirmatively to the request for that information by marking the box on the proxy card. You will be asked to present valid picture identification. Cameras, recording devices, and other electronic devices will not be permitted at the meeting.Annual Meeting.
Sincerely, | |
Chairman |
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY PROMPTLY.
U.S. GOLD CORP
1910 E. Idaho Street, Suite 102-Box 604
Elko, NV 89801
(800) 557-4550
NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS
Dear Shareholder:
On behalf of the Board of Directors and management, I invite you to attend the Annual Meeting of Shareholders of U.S. Gold Corp (the “Company” or “U.S. Gold”) to be held at the office of Sichenzia Ross Ference Kesner LLP at 1185 Avenue of the Americas, 37thFloor, New York NY 10036 on September 13, 2018 at 9:00 a.m. EST.
At the annual meeting, we will ask you to:
The Board of Directors unanimously recommends a voteFOR the election of each of the nominees for director named in the proxy statement;FORthe approval to amend the Articles of Incorporation, as amended, to implement a reverse stock split of the Company’s outstanding common stock at a ratio of not less than 1 for 2 and not more than 1 for 10, within the sole discretion of the Board of Directors, at any time prior to September 13, 2019;FORthe approval to issue securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of 30% below market price of our common stock in accordance with Nasdaq Marketplace Rule 5635(d);FOR the approval of the compensation of our the Company’s executive officers andFOR the ratification of the retention of KBL LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2019;.
Shareholders of record at the close of business on August 16, 2018, will be entitled to notice of and to vote at the 2018 Annual Meeting and any adjournments or postponements thereof.
By Order of the Board of Directors,
YOUR VOTE AT THE ANNUAL MEETING IS IMPORTANT
Your vote is important. Please vote as promptly as possible even if you plan to attend the meeting.
For information on how to vote your shares, please see the instruction form from your broker or other fiduciary, as applicable, as well as “Information About the 2018 Annual Meeting and Voting” in the proxy statement accompanying this notice.
We encourage you to vote by completing, signing, and dating the proxy card, and returning it in the enclosed envelope.
If you have questions about voting your shares, please contact our Corporate Secretary at U.S. Gold Corp, at 1910 E. Idaho Street, Suite 102-Box 604, Elko, NV 89801, telephone number (800) 557-4550.
If you decide to change your vote, you may revoke your proxy in the manner described in the attached proxy statement at any time before it is voted.
We urge you to review the accompanying materials carefully and to vote as promptly as possible. Note that we have enclosed with this notice (i) our Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended April 30, 2018, as amended, and (ii) a Proxy Statement.
THE PROXY STATEMENT AND ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT:https://www.equitystock.com/shareholders/proxy-voting/us-gold-corp
By Order of the Board of Directors,
|
TABLE OF CONTENTS
U.S. GOLD CORPCORP.
1910 E. Idaho Street, Suite 102-Box 604,
Elko, NVNevada 89801
(800) 557-4550
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held September 18, 2019
To the Stockholders of U.S. Gold Corp.:
NOTICE IS HEREBY GIVEN that the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of U.S. Gold Corp., a Nevada corporation (the “Company”), will be held at 9:00 a.m. (local time) on September 18, 2019, or such later date or dates as such Annual Meeting date may be adjourned, at the office of Haynes and Boone, LLP, 1050 17th Street, Suite 1800, Denver, Colorado 80265, for the purpose of considering and taking action on the following proposals:
1. | To elect the nominees named in this proxy statement to serve on the Board of Directors (the “Board of Directors” or the “Board”) until the 2020 Annual Meeting of Stockholders or until their successors are duly elected and qualified (the “Election of Directors Proposal”). | |
2. | To ratify the appointment of KBL, LLP as our independent registered public accountant for the fiscal year ending April 30, 2020 (the “Auditor Ratification Proposal”). | |
3. | To approve, by a non-binding advisory vote, the compensation of our named executive officers, as described in this proxy statement (the “Say-on-Pay Proposal”). | |
4. | To approve, by a non-binding advisory vote, the frequency of future advisory votes on the compensation of our named executive officers, as described in this proxy statement (the “Say-on-Pay Frequency Proposal”). | |
5. | To adopt the Company’s 2020 Stock Incentive Plan (the “Plan Proposal”). | |
6. | To approve an amendment of our articles of incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-10, with the exact ratio to be set within that range at the discretion of the Board of Directors before September 18, 2020 without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal”). The Board may alternatively elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion. |
In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.
Our Board has set August 6, 2019, as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record as of the close of business on August 6, 2019, are entitled to notice of, and to vote at, the Annual Meeting. All stockholders are cordially invited to attend the Annual Meeting.
Your vote is important. Please read the proxy statement and the instructions on the enclosed proxy card and then, whether or not you plan to attend the Annual Meeting in person, and no matter how many shares you own, please submit your proxy promptly by telephone or via the Internet in accordance with the instructions on the enclosed proxy card, or by completing, dating and returning your proxy card in the envelope provided. This will not prevent you from voting in person at the Annual Meeting. It will, however, help to assure a quorum and to avoid added proxy solicitation costs.
You may revoke your proxy at any time before the vote is taken by delivering to the office of the Corporate Secretary of U.S. Gold Corp. a written revocation or a proxy with a later date (including a proxy by telephone or via the Internet) or by voting your shares in person at the Annual Meeting, in which case your prior proxy would be disregarded.
BY ORDER OF THE BOARD OF DIRECTORS | |
/s/ David Rector | |
David Rector | |
Secretary | |
August 15, 2019 |
Your vote is very important.
Even if you plan to attend the meeting,
PLEASE VOTE YOUR PROXY PROMPTLY.
Important Notice Regarding the Availability of Proxy Materials for the STOCKHOLDER Meeting To Be Held on September 18, 2019, AT 9:00 a.m. (DENVER TIME)
The Notice of Annual Stockholder Meeting, our proxy statement and our annual report on Form 10-K for the fiscal year ended April 30, 2019 are available online at:https://www.equitystock.com/shareholders/proxy-voting/us-gold-corp.
It is important that you carefully review the proxy materials and follow the instructions to cast your vote on all voting matters.
Elko, Nevada
August 15, 2019
Table of Contents
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
U.S. GOLD CORP.
1910 E. Idaho Street, Suite 102-Box 604,
Elko, Nevada 89801
(800) 557-4550
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS TO BE HELD ON SEPTEMBER 13, 2018:
THE PROXY STATEMENT AND ANNUAL REPORT TO SHAREHOLDERS ARE AVAILABLE AT:18, 2019:
https://www.equitystock.com/shareholders/proxy-voting/us-gold-corp. SHAREHOLDERS CAN REQUEST A COPY OF THE PROXY STATEMENT, ANNUAL REPORT, AND FORM OF PROXY FOR THIS MEETING AND FUTURE MEETINGS BY CALLING (800) 557-4550 OR SENDING AN EMAIL TO ir@usgoldcorp.gold.
This proxy statement provides information that you should read before you vote on the proposals that will be presented to you at the 2018The Notice of Annual Stockholder Meeting, of Shareholders of U.S. Gold Corp.
The 2018 Annual Meeting will be held on September 13, 2018, at 9:00 a.m. local time, at the office of Sichenzia Ross Ference Kesner LLP at 1185 Avenue of the Americas, 37th Floor, New York NY 10036.
On or about August 21, 2018, we mailed this proxy statementour Proxy Statement and our 20182019 Annual Report on Form 10-K as amended, for the fiscal year ended April 30, 20182019 are available online at:https://www.equitystock.com/shareholders/proxy-voting/us-gold-corp.
GENERAL INFORMATION ABOUT THE ANNUAL MEETING
The Board of Directors (the “2018“Board of Directors” or the “Board”) of U.S. Gold Corp. is soliciting the enclosed proxy for use at the 2019 Annual Report”Meeting of Stockholders (referred to herein as the “Annual Meeting”) to be held at the offices of Haynes and Boone, LLP, located at 1050 17th Street, Suite 1800, Denver, Colorado 80265 on Tuesday, September 18, 2019, at 9:00 a.m. (local time), or such later date or dates as such Annual Meeting date may be adjourned. If you plan to attend the Annual Meeting, please follow the voting and registration instructions as outlined in paper copy.this proxy statement. For information on howdirections to vote your sharesthe meeting, please call (800) 557-4550.
This proxy statement is furnished to holders of our common stock seeand our Series F Preferred Stock as of the instructions included onRecord Date as part of the proxy card, orsolicitation of proxies by our Board of Directors in connection with the instruction form you receive from your broker or other fiduciary, as wellproposals to be presented at the Annual Meeting. Our Board has set August 6, 2019, as the information under “Information About the 2018 Annual Meeting and Voting” in this proxy statement. Shareholders who, according toRecord Date. Only holders of our records, owned shares of the Company’s common stock atand our Series F Preferred Stock as of the close of business on August 16, 2018, will be6, 2019, are entitled to notice of, and to vote at, the 2018 Annual Meeting. As of the Record Date, there were 21,036,478 shares of our common stock and 576 shares of our Series F Preferred Stock outstanding. Each share of common stock has one vote, and each share of our Series F Preferred Stock has 1,755 votes. Our common stock and Series F Preferred Stock vote together as a single class on all matters at the Annual Meeting. In this proxy statement, we refer to U.S. Gold Corp. as “USG,” the “Company,” “we,” “us” or “our.”
If you would likeThis proxy statement and the accompanying form of proxy are dated August 15, 2019 and are expected to attend the meeting and vote in person, please send an emailbe first sent or given to ir@usgoldcorp.gold and directions will be provided to you.stockholders on or about August 16, 2019.
Information About the 2018 Annual Meeting and Voting
Why am I receiving these proxy materials?
The Board of Directors (“Board”) of U.S. Gold Corp. (“Company” or “U.S. Gold”)the Company is asking for your proxy for use at the 20182019 Annual Meeting of Shareholders of the Company, to be held at the officeoffices of Sichenzia Ross Ference KesnerHaynes and Boone, LLP, located at 1185 Avenue of the Americas, 37th Floor, New York NY 10036,1050 17th Street, Suite 1800, Denver, Colorado 80265, on September 13, 201818, 2019 at 9:00 a.m. local time, and at any adjournment or postponement of the meeting.Annual Meeting. As a shareholder,stockholder, you are invited to attend the meetingAnnual Meeting and are entitled to and requested to vote on the items of business described in this proxy statement.
This proxy statement is furnished to shareholdersstockholders of U.S. Gold Corp., a Nevada corporation, in connection with the solicitation of proxies by the Board of Directors on behalf of the Company for use at the 2018 Annual Meeting of Shareholders (the “Annual Meeting”).Meeting.
Sharing the Same Last Name and Address
We are sending only one copy of our 2018 Annual Report and proxy statementmaterials to shareholdersstockholders who share the same last name and address, unless they have notified us that they want to continue receiving multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs.
If you received a householded mailing this year and you would like to have additional copies of our 20182019 Annual Report and proxy statement mailed to you, or you would like to opt out of this practice for future mailings, we will promptly deliver such additional copies to you if you submit your request to our Corporate Secretary at 1910 E. Idaho Street, Suite 102-Box 604, Elko, NV 89801 or call us at (800) 557-4550. You may also contact us in the same manner if you received multiple copies of the Annual Meetingproxy materials and would prefer to receive a single copy in the future.
Who is soliciting my vote?
The Board of Directors is soliciting your vote.vote on behalf of the Company. Our officers, directors, and employees may also solicit proxies personally or in writing, by telephone, e-mail, or otherwise. These officers and employees will not receive additional compensation but will be reimbursed for out-of-pocket expenses. Brokerage houses and other custodians, nominees, and fiduciaries, in connection with shares registered in their names, will be asked to forward solicitation material to the beneficial owners of such shares. We will reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation materials and collecting voting instructions.
When were the enclosed solicitation materials first given to shareholders?stockholders?
We initially mailed to shareholders of the Company this
This proxy statement aand the accompanying form of proxy card,are dated August 15, 2019 and our 2018 Annual Reportare expected to be first sent or given to stockholders on or about August 21, 2018.16, 2019.
What is the purpose of the meeting?
You will be voting on:
What are the Board’s recommendations?How Does The Board Recommend That I Vote On The Proposals?
The Board recommends a vote:that you vote as follows:
“ | ||
● | “FOR” the | |
“ | ||
“ | ||
“ | ||
“ |
If any other matter is presented, the proxy card provides that your shares will be voted by the proxy holder listed on the proxy card in accordance with his or her best judgment. At the time this proxy statement was published, we knew of no matters that needed to be acted on at the Annual Meeting, other than those discussed in this proxy statement.
Who is entitled to vote at the meeting, what is the “record date”, and how many votes do they have?
Holders of record of our common stock and our Series F Preferred Stock at the close of business on August 16, 20186, 2019 (the “record date”“Record Date”) will be entitled to vote at the meeting. As of the Record Date, there were 21,036,478 shares of our common stock and 576 shares of our Series F Preferred Stock outstanding. Each share of common stock has one vote. There were 17,628,927 sharesvote and each share of our Series F Preferred Stock has 1,755 votes. Our common stock outstandingand Series F Preferred Stock vote together as a single class on all matters at the record date.Annual Meeting and represent a total of 22,047,358 votes as of the Record Date.
What is a quorum of shareholders?stockholders?
In order to carry on the business of the Annual Meeting, a quorum must be present. If a majority33 1/3% of the shares outstanding and entitled to vote on the record date are present, either in person or by proxy, we will have a quorum at the meeting. Any shares represented by proxies that are marked for, against, withhold, or abstain from voting on a proposal will be counted as present in determining whether we have a quorum. If a broker, bank, custodian, nominee, or other record holder of our common stock or Series F Preferred Stock indicates on a proxy card that it does not have discretionary authority to vote certain shares on a particular matter, and if it has not received instructions from the beneficial owners of such shares as to how to vote on such matters, the shares held by that record holder will not be voted on such matter (referred to as “broker non-votes”) but will be counted as present for purposes of determining whether we have a quorum. Since thereThere were 17,628,92721,036,478 shares of our common stock and 576 shares of our Series F Preferred Stock outstanding on the Record Date, and each share of common stock outstanding entitled tohas one vote on August 16, 2018 theand each share of our Series F Preferred Stock has 1,755 votes, representing a total of 22,047,358 votes. The presence of holders of 8,814,464 shares7,349,119 (33-1/3%) votes will represent a quorum. We must have a quorum to conduct the meeting.
2 |
How many votes does it take to pass each matter?
Proposal 1: Election of Directors Proposal | The nominees for director who receive the most votes (also known as a plurality) will be elected. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of directors. As a result, any shares not voted by a beneficial owner will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. | |
Proposal 2: | The affirmative vote of a majority of the votes |
Proposal 3: | The affirmative vote of a majority of the votes cast for this proposal is required to approve, | |
Proposal | The affirmative vote of a majority of the votes cast for this proposal is required to | |
Proposal 5: Plan Proposal | The affirmative vote of a majority of the votes cast for this proposal is required to approve the 2020 Stock Plan. Abstentions will be counted towards the tabulation of votes cast on this proposal and will have the same effect as a negative vote. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name | |
Proposal 6: Reverse Stock Split Proposal | The affirmative vote of a majority of the votes outstanding as of the record date and entitled to vote on the Reverse Stock Split Proposal is required to approve the amendment to the Company’s Articles of Incorporation to implement a reverse stock split. Abstentions will be counted towards the tabulation of votes cast on this proposal and will have the same effect as a negative vote. Broker non-votes are not |
3 |
Who can attend the meeting?
All shareholdersholders of our common stock and Series F Preferred Stock as of August 16, 2018,6, 2019, or their duly appointed proxies, may attend the meeting.
What do I need to attend the meeting?
In order to be admitted to the meeting, a shareholderstockholder must present proof of ownership of common stock and/or Series F Preferred Stock as of the record date.Record Date. If your shares are held in the name of a broker, bank, custodian, nominee, or other record holder (“street name”), you must obtain a proxy, executed in your favor, from the holder of record (that is, your broker, bank, custodian, or nominee) to be able to vote at the meeting. You will also be required to present a form of photo identification, such as a driver’s license.
What is a proxy?
A proxy is another person you authorize to vote on your behalf. We ask shareholdersstockholders to instruct the proxy how to vote so that all common shares may be voted at the meeting even if the holders do not attend the meeting.
How are abstentions and broker non-votes treated?
Abstentions and broker non-votes count for purposes of determining the presence of a quorum. Abstentions and brokerBroker non-votes will not be counted as votes cast either for or against any of the proposals being presented to shareholders1, 3, 4 and 5 and will have no impact on the result of the vote on these proposals. Broker non-votes are not applicable to proposals 2 and 6 because your broker has discretion to vote your shares on such proposals. Abstentions will not be counted as votes cast either for or against proposals 2, 3 and 4; however, abstentions on proposals 5, and 6 will have the same effect as a negative vote on those proposals.
How Do I Vote?
Whether you plan to attend the Annual Meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. You may specify whether your shares should be voted for or against each nominee for director, and whether your shares should be voted for, against or abstain with respect to each of the other proposals. Except as set forth below, if you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’sBoard of Director’s recommendations as noted below. Voting by proxy will not affect your right to attend the Annual Meeting. If your shares are registered directly in your name through our stock transfer agent, Equity Stock Transfer, or you have stock certificates, you may vote:
● | By | |
● | By Fax. Send your voting card to 1-646-201-9006. | |
● | By Internet. Go towww.equitystock.com and follow the on-screen instructions. | |
● | By Email. Send toproxy@equitystock.com and include your control identification in your email. | |
● | In |
If your shares are held in “street name” (held in the name of a bank, broker or other nominee), you must provide the bank, broker or other nominee with instructions on how to vote your shares and can do so as follows:
● | By Internet or by telephone. Follow the instructions you receive from your broker to vote by Internet or telephone. | |
● | ||
In person at the meeting.Contact the broker or other nominee who holds your shares to obtain a broker’s proxy card and bring it with you to the meeting. You will not be able to attend the Annual Meeting unless you have a proxy card from your broker. |
YOUR PROXY CARD WILL BE VALID ONLY IF YOU COMPLETE, SIGN, DATE, AND RETURN IT BEFORE THE MEETING DATE.
How will my proxy vote my shares?
If your proxy card is properly completed and received, and if it is not revoked, before the meeting, your shares will be voted at the meeting according to the instructions indicated on your proxy card. If you are a record holder and sign and return your proxy card, but do not give any voting instructions, your shares will be voted as follows:
“ | ||
“ | ||
“ | ||
● | “THREE YEARS” for the Say-on-Pay Frequency Proposal; | |
“ | ||
“ |
To our knowledge, no other matters will be presented at the meeting. However, if any other matters of business are properly presented, the proxy holders named on the proxy card are authorized to vote the shares represented by proxies according to their judgment.
If my shares are held in “street name” by my broker, will my broker vote my shares for me?
If your shares are registered in your name or if you have stock certificates, they will not be voted if you do not return your proxy card by mail or vote at the Annual Meeting as described above under “How Do I Vote?” If your shares are held in a brokerage account, you will receive fromstreet name and your broker cannot vote your shares on a full meeting package including aparticular matter because it has not received instructions from you and does not have discretionary voting instruction formauthority on that matter, or because your broker chooses not to vote youron a matter for which it does have discretionary voting authority, this is referred to as a “broker non-vote.” The New York Stock Exchange has rules that govern brokers who have record ownership of listed company stock (including stock such as ours that is listed on The Nasdaq Capital Market) held in brokerage accounts for their clients who beneficially own the shares. Your brokerage firm may permit you to provideUnder these rules, brokers who do not receive voting instructions by telephone or by the internet. Brokerage firmsfrom their clients have the authority under NASDAQ rulesdiscretion to vote their clients’ unvoteduninstructed shares on certain matters (“routine matters.matters”), but do not have the discretion to vote uninstructed shares as to certain other matters (“non-routine matters”).
The following matters are considered a routine matter under the rules of the NASDAQ.matters. Therefore, if you do not vote on these proposals, your brokerage firm may choose to vote for you or leave your shares unvoted on this proposal:these proposals:
● | Proposal | |
● | Proposal 6: Reverse Stock Split Proposal. |
NASDAQApplicable rules, however, do not permit brokerage firms to vote their clients’ unvoted shares in:
● | Proposal | |
● | Proposal | |
● | Proposal | |
● | Proposal |
Therefore, if you do not vote on these proposals, your shares will remain unvoted on those proposals. We urge you to provide voting instructions to your brokerage firm so that your vote will be cast on those proposals.
What does it mean if I receive more than one proxy cardnotice or instruction form?
If you receive more than one proxy cardnotice or instruction form, it means that you have multiple accounts with our transfer agent and/or a broker or other nominee or fiduciary or you may hold your shares in different ways or in multiple names (e.g., joint tenancy, trusts, and custodial accounts). Please vote all of your shares.
How do I revoke my proxy and change my vote prior to the meeting?
If you are a registered shareholderstockholder (meaning your shares are registered directly in your name with our transfer agent) you may change your vote at any time before voting takes place at the meeting. You may change your vote by:
1. | Delivering | |
2. | ||
3. |
For shares you hold beneficially or in “street name,” you may change your vote by submitting new voting instructions to your bank, broker or other nominee or fiduciary in accordance with that entity’s procedures, or if you obtained a legal proxy form giving you the right to vote your shares, by attending the meeting and voting in person.
Proposals to be Presented at the Annual Meeting
We will present fivesix proposals at the meeting. We have described in this proxy statement all of the proposals that we expect will be made at the meeting. If any other proposal is properly presented at the meeting, we will, to the extent permitted by applicable law, use your proxy to vote your shares of common stock on such proposal in our best judgment.
PROPOSALS OF SECURITY HOLDERS AT 20192020 ANNUAL MEETING
Any shareholder
Pursuant to Rule 14a-8 under the Exchange Act, a stockholder proposal submitted for inclusion in our proxy statement for the 2020 annual meeting must be received no later than April 18, 2020. However, pursuant to such rule, if the 2020 annual meeting is held on a date that is before August 19, 2020 or after October 18, 2020, then a stockholder proposal submitted for inclusion in our proxy statement for the 2020 annual meeting must be received by us a reasonable time before we begin to print and mail our proxy statement for the 2020 annual meeting.
Stockholders wishing to present a proposal which is intendedsubmit proposals to be presented directly at our next annual meeting of stockholders instead of by inclusion in next year’s proxy statement must follow the 2019 Annual Meeting of Shareholders should submit suchsubmission criteria set forth in our bylaws, and applicable law concerning stockholder proposals. To be timely in connection with our next annual meeting, a stockholder proposal toconcerning director nominations or other business must be received by the Company at its principal executive offices no laterbetween May 21, 2020 and June 20, 2020; provided, however, if and only if the 2020 annual meeting is not scheduled to be held between August 19, 2020 and November 27, 2020, such stockholder’s notice must be received by the Company at its principal executive offices not earlier than June 15, 2019, such date being ninety (90)120 days prior to the first anniversarydate of the 2018 Annual Meeting. It2020 annual meeting and not later than the later of (A) the tenth day following the date of the public announcement of the date of the 2020 annual meeting or (B) the date which is suggested that any proposals be sent by certified mail, return receipt requested.90 days prior to the date of the 2020 annual meeting.
OTHER MATTERS
Should any other matter or business be brought before the meeting, a vote may be cast pursuant to the accompanying proxy in accordance with the judgment of the proxy holder. The Company does not know of any such other matter or business.
ANNUAL REPORT ON FORM 10-K
Upon the written request of a shareholder,stockholder, the Company will provide, without charge, a copy of its Annual Report on Form 10-K for the year ended April 30, 2018, as amended,2019, including the financial statements and schedules and documents incorporated by reference therein but without exhibits thereto, as filed with the Securities and Exchange Commission. The Company will furnish any exhibit to the Annual Report on Form 10-K to any shareholderstockholder upon request and upon payment of a fee equal to the Company’s reasonable expenses in furnishing such exhibit. All requests for the Annual Report on Form 10-K or its exhibits should be addressed to Chief Financial Officer, U.S. Gold Corp., 1910 E. Idaho Street, Suite 102-Box 604, Elko, NV 89801.89801 or ir@usgoldcorp.gold.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information, as of August 16, 2018,6, 2019, with respect to the numberbeneficial ownership of and percentthe outstanding common stock by: (i) any holder of more than five (5%) percent; (ii) each of the Company’s common stock beneficially owned by: (1) allexecutive officers, directors and nominees, naming them; (2) ourdirector nominees; and (iii) the Company’s executive officers; (3) ourofficers, directors and executive officersdirector nominees as a group; and (4) persons or groups known by us to own beneficially 5% or more of our voting securities.group. Except as otherwise indicated, each of the shareholdersstockholders listed below has sole voting and investment power over the shares beneficially owned and addresses are c/o U.S. Gold Corp., 1910 E., Idaho Street, Suite 102-Box 604, Elko, NV 89801Nevada 89801.
Amount and Nature of Beneficial Ownership(1,2,3) | ||||||||
Name of Beneficial Owner | Number | Percent | ||||||
Edward M. Karr(4) | 695,540 | 3.92 | % | |||||
Robert J. DelAversano(5) | 12,500 | * | ||||||
Timothy M. Janke(6) | 46,987 | * | ||||||
James Dale Davidson(7) | 26,154 | * | ||||||
John N. Braca(8) | 26,154 | * | ||||||
David Rector(9) | 280,500 | 1.59 | ||||||
Andrew Kaplan(10) | 43,000 | * | ||||||
David Mathewson(11) | 644,128 | 3.62 | ||||||
Directors and Executive Officers as a group (8 persons) | 1,774,963 | 9.82 | % | |||||
5% or Greater Shareholders | - | - |
Amount and Nature of Beneficial Ownership(1,2,3,4) | ||||||||
Name of Beneficial Owner | Number | Percent | ||||||
Edward M. Karr(5) | 1,489,072 | 7.0 | % | |||||
Ted Sharp | - | * | ||||||
Timothy M. Janke(6) | 121,987 | * | ||||||
John N. Braca(7) | 101,154 | * | ||||||
David Rector(8) | 736,692 | 3.5 | % | |||||
Andrew Kaplan(9) | 124,500 | * | ||||||
Ryan K. Zinke | 45,923 | * | ||||||
Douglas Newby(10) | - | * | ||||||
Directors and Executive Officers as a group (8 persons) | 2,619,328 | 12.1 | % | |||||
5% or Greater Stockholders | - | - |
* Less than 1%.
(1)The number of shares has been adjusted to reflect the reverse 1-for-4 stock split effective May 8, 2017.
(1) | The number of shares has been adjusted to reflect the reverse 1-for-4 stock split effective May 8, 2017. |
(2) | Percentage computations are based upon 21,036,478 shares of common stock outstanding as of August 6, 2019. |
(3) | Beneficial ownership includes all stock options and restricted units held by a stockholder that are currently exercisable or exercisable within 60 days of August 6, 2019 (which would be October 5, 2019). |
(4) | In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by such person that are currently exercisable or will become exercisable within 60 days of August 6, 2019, if any, or restricted units held by such person that vest within 60 days of August 6, 2019, if any, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing the percentage ownership of any other person. |
(5) | Includes options to purchase 250,000 shares of common stock at an exercise price of $1.47 per share. Does not include options to purchase 250,000 shares of common stock that are not exercisable within 60 days of August 6, 2019. |
(6) | Includes options to purchase 50,000 shares of common stock at an exercise price of $1.47 per share. |
(7) | Includes options to purchase 50,000 shares of common stock at an exercise price of $1.47 per share. |
(8) | Includes options to purchase 125,000 shares of common stock at an exercise price of $1.47 per share. Does not include options to purchase 125,000 shares of common stock that are not exercisable within 60 days of August 6, 2019. |
(9) | Includes options to purchase 50,000 shares of common stock at an exercise price of $1.47 per share. |
(10) | Mr. Newby is being nominated to join our board of directors at the Annual Meeting. |
(2)On August 16, 2018 17,628,927 shares of common stock were outstanding.
(3)Beneficial ownership includes all stock options and restricted awards held by a shareholder that are currently exercisable or exercisable within 60 days of August 16, 2018.
(4)Includes options to purchase 125,000 shares of common stock at an exercise price of $1.47 per share. Does not include options to purchase 375,000 shares of common stock that are not exercisable within 60 days of August 16, 2018.
(5)Includes options to purchase 12,500 shares of common stock at an exercise price of $1.49 per share. Does not include options to purchase 37,500 shares of common stock that are not exercisable within 60 days of August 16, 2018.
(6)Includes options to purchase 25,000 shares of common stock at an exercise price of $1.47 per share. Does not include options to purchase 25,000 shares of common stock that are not exercisable within 60 days of August 16, 2018.
(7)Includes options to purchase 25,000 shares of common stock at an exercise price of $1.47 per share. Does not include options to purchase 25,000 shares of common stock that are not exercisable within 60 days of August 16, 2018.
(8)Includes options to purchase 25,000 shares of common stock at an exercise price of $1.47 per share. Does not include options to purchase 25,000 shares of common stock that are not exercisable within 60 days of August 16, 2018.
(9)Includes options to purchase 62,500 shares of common stock at an exercise price of $1.47 per share. Does not include options to purchase 187,500 shares of common stock that are not exercisable within 60 days of August 16, 2018
(10)Includes options to purchase 25,000 shares of common stock at an exercise price of $1.47 per share. Does not include options to purchase 25,000 shares of common stock that are not exercisable within 60 days of August 16, 2018.
(11)Includes options to purchase 146,979 shares of common stock at an exercise price ranging from $1.47 to $3.60 per share. Does not include options to purchase 93,750 shares of common stock that are not exercisable within 60 days of August 16, 2018
Beneficial Owners
As of August 16, 2018 no person or entity is known to the Company to beneficially own more than 5% of the Company’s common stock.
PROPOSAL 1 - —ELECTION OF DIRECTORS PROPOSAL
Our Board currently consists of five members, and the Company proposes increasing the Board to six members. The Nominating and Corporate Governance Committee and Board have unanimously approved the recommended slate of fivesix directors.
The following table shows the Company’s nominees for election to the Board. Each nominee, if elected, will serve until the next Annual Meeting of ShareholdersStockholders and until a successor is named and qualified, or until his or her earlier resignation or removal. All nominees are members of the present Board of Directors. We have no reason to believe that any of the nominees is unable or will decline to serve as a director if elected. Unless otherwise indicated by the shareholder,stockholder, the accompanying proxy will be voted for the election of the five (5)six persons named under the heading “Nominees for Directors.” Although the Company knows of no reason why any nominee could not serve as a director, if any nominee shall be unable to serve, the accompanying proxy will be voted for a substitute nominee.
NOMINEES FOR DIRECTOR
Name of Nominee | Age | Principal Occupation | Director Since | Age | Principal Occupation | Director Since | ||||||
Edward Karr | 48 | Chairman and Chief Executive Officer | 2015 | |||||||||
Tim Janke | 66 | Director | 2017 | |||||||||
James Dale Davidson | 71 | Director | 2017 | |||||||||
Edward M. Karr | 49 | Chief Executive Officer, President and Director | 2015 | |||||||||
John N. Braca | 60 | Director | 2017 | 61 | Director, President of JNB Consulting | 2017 | ||||||
Timothy M. Janke | 67 | Director, Consultant | 2016 | |||||||||
Andrew Kaplan | 51 | Director | 2017 | 52 | Director, Vice President of Barry Kaplan Associates and Manager of A to B Capital Management | 2017 | ||||||
Ryan K. Zinke | 57 | Director, Consultant | 2019 | |||||||||
Douglas Newby | 60 | Director Nominee, President of Proteus Capital Corp. |
The Nominating and Corporate Governance Committee and the Board seek, and the Board is comprised of, individuals whose characteristics, skills, expertise, and experience complement those of other Board members. We have set out below biographical and professional information about each of the nominees, along with a brief discussion of the experience, qualifications, and skills that the Board considered important in concluding that the individual should serve as a current director and as a nominee for election or re-election as a member of our Board.
Nominees Biographies
Edward M. Karrhas been serving as a Director of the Company since June 2015, and has been the President and Chief Executive Officer, and a Director of Gold King Corp. since April 2016. Mr. Karr became theour President and Chief Executive Officer of the Company on May 23, 2017 and remains a member of the board. Mr. Karr is an international entrepreneur and founder of several investment management companies based in Geneva, Switzerland. In addition, Mr. Karr iswas a Director of Pershing Gold Corp., an emerging Nevada gold producer, member of the Audit Committee of the Company and aformer Director and Chair of the Audit Committee of Levon Resources.Resources, until its merger with Discovery Metals. Mr. Karr previously served on the boards of Pershing Gold Corp., PolarityTE, Inc. (formerly Majesco Entertainment Company) and Spherix Incorporated. Mr. Karr is a board member and past President of the American International Club of Geneva and Chairman of Republican’s Overseas Switzerland. Mr. Karr has more than 25 years of capital markets experience as an executive manager, financial analyst, money manager and investor. In 2004, Futures Magazine named Mr. Karr as one of the world’s Top Traders. He is a frequent contributor to the financial press. Mr. Karr previously worked for Prudential Securities in the United States. Before his entry into the financial services arena, Mr. Karr was affiliated with the United States Antarctic Program and spent thirteen consecutive months working in the Antarctic, receiving the Antarctic Service Medal for winter over contributions of courage, sacrifice and devotion. Mr. Karr studied at Embry-Riddle Aeronautical University, Lansdowne College in London, England and received a B.S. in Economics/Finance with Honours (magna cum laude) from Southern New Hampshire University. Mr. Karr is qualified to serve on our Board because of his global operating and executive management experience; deep knowledge of capital markets; experience in public company accounting, finance, and audit matters as well as his experience in a range of board and committee functions as a member of various boards.
Timoth M. JankeJohn N. Bracahas been serving as a member of the board of directors of Gold King Corp. since April 2016 and became a director of the Company in May 2017. In addition, he has been serving as the Chief Operating Officer of Pershing Gold Corp. since August 2014. Since November 2010, Mr. Janke has been the president of his own consulting business providing mine operating and evaluation services to several mining companies. Beginning in July 2012, he provided consulting services at the Relief Canyon Project advising the Company on mine start-up plans and related activities. From June 2010 to August 2014, Mr. Janke served as Vice President and Chief Operating Officer of Renaissance Gold, Inc. and its predecessor Auex Ventures, Inc. He was General Manager-Projects for Goldcorp Inc. and its predecessor Glamis Gold, Inc. from July 2009 to May 2010, Vice President and General Manager of the Marigold Mine from February 2006 to June 2009, and its Manager of Technical Services from September 2004 to January 2006. Since August 2011, Mr. Janke has served as a director for Renaissance Gold. He is a past Director of both the Nevada Mining Association, and Silverado Area Council Boy Scouts. He has a B.S. in Mining Engineering from the Mackay School of Mines. Mr. Janke is qualified to serve on our Board because of his more than 40 years of engineering and operational experience in the mining industry, and broad range of expertise in mining operations throughout the USA, Canada and Australia.
James Dale Davidson has been serving as a member of the board of directors of the Company since May 2017. In addition, he has been a member of S.A.C.S. OF Beaverton LLC since 2015, Founding Director of Vamos Holdings since 2012, Director of Solar Avenir since 2016, Founding Director of Telometrix since 2016, and Founding Managing Member of Goldrock Resources, LLC since 2016. Mr. Davidson first became active in the mining business after his forecast of the collapse of the Soviet Union was born out. After several small successes, Davidson teamed with Richard Moores in 1996 to launch Anatolia Minerals with an initial capital of $800,000. At its peak, the company attained a market cap of $3.5 billion. Davidson, a graduate of Oxford University, has had a successful career as a serial entrepreneur. He is the author of Blood in the Streets: Investment Profits in a World Gone Mad, The Great Reckoning: Protect Yourself in the Coming Depression and The Sovereign Individual (all with Lord William Rees-Mogg) and Brazil is the New America, The Age of Deception, and The Breaking Point. Mr. Davidson qualified to serve on our Board because of his experience in mining operations and corporate governance.
John N. Braca has been serving as a member of the board of directors since May 2017.2017 and was appointed Chairman in September 2018. In addition, he is a financial executive and business partner with a strong track record in portfolio management, venture capital fundraising, as well as financial and operational management. He has served as a director and board observer for life science, technology and development companies over the course of his career. Mr. Braca has also served as an active member of both Audit and Compensation Committees for both public and private companies and has led several of the public companies as the Chairman of the Audit Committee. John N. Braca has been a director of Sevion Therapeutics since October 2003. Since April 2013, Mr. Braca has been the President and sole proprietor of JNB Consulting, which provides strategic business development counsel to biotechnology companies. From August 2010 through April 2013, Mr. Braca had been the executive director controller for Iroko Pharmaceuticals, a privately-held global pharmaceutical company based in Philadelphia. From April 2006 through July 2010, Mr. Braca was the managing director of Fountainhead Venture Group, a healthcare information technology venture fund based in the Philadelphia area, and has been working with both investors and developing companies to establish exit and business development opportunities. From May 2005 through March 2006, Mr. Braca was also consultant and advisor to GlaxoSmithKline management in their research operations. From 1997 to April 2005, Mr. Braca was a general partner and director of business investments for S.R. One, Limited, or S.R. One, the venture capital subsidiary of GlaxoSmithKline. In addition, from January 2000 to July 2003, Mr. Braca was a general partner of Euclid SR Partners Corporation, an independent venture capital partnership. Prior to joining S.R. One, Mr. Braca held various finance and operating positions of increasing responsibility within several subsidiaries and business units of GlaxoSmithKline. Mr. Braca is a licensed Certified Public Accountant in the state of Pennsylvania and is affiliated with the American Institute of Certified Public Accountants and the Pennsylvania Institute of Certified Public Accountants. Mr. Braca received a Bachelor of Science in Accounting from Villanova University and a Master of Business Administration in Marketing from Saint Joseph’s University. Mr. Braca is qualified to serve on the Board because of his deep knowledge of financial and operational issues; extensive experience in operational and executive management, deep governance acumen, and strong knowledge of early stage and public companies.
Timothy M. Jankehas been serving as a member of the board of directors of Gold King Corp. since April 2016 and became a director in May 2017. In addition, he served as the Chief Operating Officer of Pershing Gold Corp. from August 2014 to April 2019. Since November 2010, Mr. Janke has been the president of his own consulting business providing mine operating and evaluation services to several mining companies. Beginning in July 2012, he provided consulting services at the Relief Canyon Project advising the company on mine start-up plans and related activities. From June 2010 to August 2014, Mr. Janke served as Vice President and Chief Operating Officer of Renaissance Gold, Inc. and its predecessor Auex Ventures, Inc. He was General Manager-Projects for Goldcorp Inc. and its predecessor Glamis Gold, Inc. from July 2009 to May 2010, Vice President and General Manager of the Marigold Mine from February 2006 to June 2009, and its Manager of Technical Services from September 2004 to January 2006. Since August 2011, Mr. Janke has served as a director for Renaissance Gold. He is a past Director of both the Nevada Mining Association, and Silverado Area Council Boy Scouts. He has a B.S. in Mining Engineering from the Mackay School of Mines. Mr. Janke is qualified to serve on our Board because of his more than 40 years of engineering and operational experience in the mining industry, and broad range of expertise in mining operations throughout the USA, Canada and Australia.
Andrew Kaplanhas been serving as a member of theour board of directors of the Company since November 2017. In addition, he is a founder of A to B Capital Management and manages the A to B Capital Special Situations Fund, LP which was launched on January 1, 2009. The fund invests in the small cap sector through private, pre-public and publicly traded companies. In addition, he has been a Vice President of Barry Kaplan Associates for the past 22 years, a leading financial public relations firm for both public and private companies in the US, Canada and abroad. Prior to working at BKA, he had six years’ experience working at major investment banks involved in deal structure, mergers and acquisitions and trading. Mr. Kaplan is a member of the Board of Directors of Riot Blockchain, Inc. (RIOT) andfor Coral Gold Resources, Ltd. (CLH.V) and a former member of the Board of PolarityTE, Inc. (COOL) and Naked Brand Group (NAKD). He holds a BSBA from the University of Hartford in Finance and Insurance. Mr. Kaplan is qualified to serve as a director due to his extensive business and management expertise and his extensive knowledge of capital markets.
The Honorable Ryan K. Zinke has been serving as a member of our board of directors since April 2019. He was born and raised in Montana and attended the University of Oregon where he was awarded All-PAC 10 honors, the Sahlstrom Award and the prestigious Emerald Cup Award for academic, leadership and athletic achievement. He then attended US Navy Officers Candidate School and completed Navy SEAL Training in 1985 and was assigned to SEAL Team ONE. Highlights of Commander Zinke’s twenty-three-year career in Special Operations includes two tours of duty at SEAL Team SIX, Acting Commander of Special Forces in Iraq, Task Force Commander in Bosnia and Kosovo, and served as the “Dean” of Special Warfare training. He was awarded the Bronze Star for combat in Iraq and is credited with conducting 360 combat missions and the capture or kill of 72 terrorists. He retired from active duty in 2008 and was elected as a Montana State Senator and later twice elected as Montana’s sole member of the US House of Representatives. He served on the House Armed Services and Natural Resources committees. In 2016, Congressman Zinke was nominated by President Donald J. Trump and later confirmed by the US Senate to serve as the 52nd US Secretary of the Interior. As Secretary, he was a champion of restoring the voice of state and local communities in land and wildlife management decisions, established and protected wildlife corridors, budgeted for the largest investment in our Nation’s history for National Parks, increased public access for recreation and traditional use, and was the principle architect of the American Energy “Dominance” policy. After 31 years of public service, President Trump accepted his resignation in 2019. The Honorable Ryan K. Zinke is the author of American Commander and serves on numerous boards. He holds an MBA in Finance, an MS in Global Leadership, and a BS in Geology. He is married to the former Lolita Hand of Santa Barbara, has three children and two grandchildren.
Douglas Newbyis being nominated to join our board of directors at the Annual Meeting. Mr. Newby has a 35-year career in financial analysis, corporate finance and corporate management specializing in the international mining industry. He has served as President of Proteus Capital Corp., a corporate advisory firm that he owns, since 2001. He served as Chief Financial Officer of PolyMet Mining Corp., a Canadian company developing a large copper-nickel project in Minnesota, from 2005 to 2017, and also served as a member of the board of directors of PolyMet Mining, Inc. during this period. Mr. Newby was actively involved in all aspects of the company’s development, including developing a strategy for a complex environmental review process that was successfully completed during his tenure, resulting in state and federal permits being issued recently. Mr. Newby also managed financial reporting, internal controls, and raising more than $300 million in equity and debt and establishing and maintaining a strategic relationship with Glencore plc. Previously, Mr. Newby was Chairman, President, Chief Executive Officer and a director of Western Goldfields Inc., where he arranged finance for and negotiated the acquisition of the Mesquite gold mine from Newmont Mining in November 2003. Western Goldfields subsequently formed a core part of the formation of New Gold Inc. He started his career as an institutional investment analyst and corporate finance specialist in London and New York. He has a B.Sc.(honors) degree in mathematics from Kings College London. Mr. Newby is qualified to serve on our Board because of his more than 35 years of evaluation, financing and executive management of mines and mining companies around the world.
Unless authority to vote for the nominees named above is withheld, the shares represented by the enclosed proxy will be voted FOR the election of such nominees as directors. In the event that any of the nominees shall become unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as the Board may recommend in such nominee’s place. The Board has no reason to believe that any of the nominees will be unable or unwilling to serve.
Family Relationships
There are no family relationships among our executive officers and directors.
Involvement in Certain Legal Proceedings
During the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has been:
● | the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; | |
● | convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
● | subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; | |
● | found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law; | |
● | the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | |
● | the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Vote Required
The nominees for director who receive the most votes (also known as a plurality) will be elected. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of directors. As a result, any shares not voted by a beneficial owner will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERSA VOTE “FOR” THE ELECTION OF ALL OFTHE NOMINEES FOR DIRECTOR.NAMED ABOVE AS DIRECTORS.
Information about the Board of Directors and Committees
Corporate Governance
Independence of Directors
Our Board is currently comprised of five members, fourthree of whom are independent directors. Mr.Messrs. Karr isand Janke are not an independent director.directors.
The Board, upon recommendation of the Nominating and Corporate Governance Committee, unanimously determined that each of our fourthree non-employee directors is “independent,” as such term is defined in the Nasdaq Stock Market (“NASDAQ”) Rules (“Stock Market Rules”).
The definition of “independent director” included in the Stock Market Rules includes a series of objective tests, such as that the director is not an employee of the Company, has not engaged in various types of specified business dealings with the Company, and does not have an affiliation with an organization that has had specified business dealings with the Company. Consistent with the Company’s Corporate Governance Principles, the Board’s determination of independence is made in accordance with the Stock Market Rules, as the Board has not adopted supplemental independence standards. As required by the Stock Market Rules, the Board also has made a subjective determination with respect to each director that such director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that hasdoes not have a relationship that, in the opinion of the Board, would interfere with the Company),exercising independent judgment in carrying out such director’s responsibilities, even if the director otherwise satisfies the objective independence tests included in the definition of an “independent director” included in the Stock Market Rules.
In determining that each individual who served as a member of the Board is independent, the Board considered (i) relationships and transactions involving directors or their affiliates or immediate family members that inwould be required to be disclosed as related party transactions and (ii) other relationships and transactions involving directors or their affiliates or immediate family members that did not rise to the ordinary courselevel of business, transactions may occur between the Company and entities withrequiring such disclosure, of which some of our directors are affiliated.there were none. The Board unanimously determined that the relationships discussed below were not material. No unusual discounts or terms were extendedextended.
Board Leadership Structure
The Board believes that the Company’s shareholdersstockholders are best served if the Board retains the flexibility to adapt its leadership structure to applicable facts and circumstances, which necessarily change over time. Accordingly, the Company’s Corporate Governance Principles provide that the Board may combine or separate the roles of the CEO and chairman, as it deems advisable and in the best interests of the Company and its shareholders.stockholders.
The independent directors have concluded that the most effective leadership structure for the Companyus at the present time is for Mr. Karr to serve as both our CEO and Mr. Braca as Chairman. The Board made this determination in light of Mr. Karr’sKarr and Mr. Braca’s experience, with the Company, which allows himallow them to bring to the Board a broad and uniquely well-informed perspective on the Company’sour business, as well as insight into the trends and opportunities that can affect the Company’sour future. In adopting the structure, the Board also concluded that the strong independent membership of the Board and its standing committees ensures robust and effective communication between the directors and members of management, and that the overall leadership structure is effective in providing the Board with a well-informed and current view of the Company’sour business that enhances its ability to address strategic considerations, as well as focus on the opportunities and risks that are of greatest importance to the Companyus and its shareholders.our stockholders. The Board believes this structure has served the Companyus well since July 2017.September 2018.
Under our Corporate Governance Principles, the Board has the flexibility to modify or continue the leadership structure, as it deems appropriate. Until July 2017, the Board separated the roles of Chairman and CEO. As part of its ongoing evaluation of the most effective leadership structure for the Company,us, in July 2017,September 2018, the independent directors decided to combineseparate the roles of CEO and Chairman, and also appoint a lead director. The independent directors believe that having a lead director enhances the Board’s independent oversight of management by further providing for strong independent leadership; independent discussion among directors; and independent evaluation of, and communication with, our senior management of the Company.management. Mr. Braca currently serves as Chairman of the Board lead director and has since July 2017.September 2018. The independent directors unanimously approved Mr. Braca to be Chairman and lead director based on his experience knowledge of governance practices, strategic considerations, and the Company’sour business interests.
Specific duties of the lead director include:
● | presiding at meetings of the independent directors; | |
● | serving as a liaison between the chairman and the independent directors; | |
● | consulting on meeting agendas; | |
● | working with management to assure that meeting materials are fulfilling the needs of directors; | |
● | consulting on the meeting calendar and schedules to assure there is sufficient time to discuss all agenda items; | |
● | calling meetings of the independent directors, including at the request of such directors; | |
● | presiding at Board meetings when the chairman is not present; | |
● | working with the independent directors to respond to | |
● | performing such other duties as the Board may from time to time delegate. |
Director Attendance at Board, Committee, and Other Meetings
Directors are expected to attend Board meetings and meetings of the committees on which they serve, with the understanding that on occasion a director may be unable to attend a meeting. The Board does not have a policy on director attendance at the Company’sour annual meeting. Each member of the Board that was a director at the time attended the annual meeting of stockholders in 2018.
The non-management directors (who also constitute all of the independent directors) meet in executive sessions in connection with regularly scheduled Board meetings and at such other times as the non-management directors deem appropriate. In 2017,During the fiscal year ended April 30, 2019, these sessions were led by the lead director.
During the fiscal year ended April 30, 2018,2019, the Board held 67 regular and special meetings, the non-management directors did not hold any regular andor special executive sessions, the Audit Committee held 4 regular and special meetings, the Compensation Committee held 73 regular and special meetings, and the Nominating and Corporate Governance Committee held 2 regular and special meetings. Each director attended 100% or more of the regular and special meetings of the Board and of the committees on which he or she served that were held during his or her term of office.
Board of Directors Role in Risk Oversight
The Company’sOur Board plays an active role in our risk oversight, of the Company.including with respect to risks related to cybersecurity. The Board does not have a formal risk management committee but administers this oversight function through various standing committees of the Board, which are described below. The Audit Committee periodically reviews overall enterprise risk management, in addition to maintaining responsibility for oversight of financial reporting-related risks, including those related to the Company’sour accounting, auditing and financial reporting practices. The Audit Committee also reviews reports and considers any material allegations regarding potential violations of the Company’sour Code of Ethics.Ethics and Business Conduct (the “Code of Ethics” or the “Code”). The Compensation Committee oversees risks arising from the Company’sour compensation policies and programs. This Committee has responsibility for evaluating and approving theour executive compensation and benefit plans, policies and programs of the Company.programs. The Nominating Committee oversees corporate governance risks and oversees and advises the Board with respect to the Company’sour policies and practices regarding significant issues of corporate responsibility.
The Board of Directors has a process for shareholdersstockholders to communicate with directors. ShareholdersStockholders should write to the President at the Company’sour mailing address and specifically request that a copy of the letter be distributed to a particular Board member or to all Board members. Where no such specific request is made, the letter will be distributed to Board members if material, in the judgment of the President, to matters on the Board’s agenda.
Audit Committee Report
The Board of Directors has reviewed and discussed with management our audited financial statements for the fiscal year ended April 30, 2018, which were audited by Marcum LLP. The Board of Directors discussed with Marcum LLP the matters required to be discussed pursuant to Public Company Accounting Oversight Board (United States) Auditing Standard 1301 (Communication with Audit Committee). The Board of Directors received the written disclosures and letters from the independent public accounting firm’s communications with the Board of Directors concerning independence, and discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. The Board of Directors also considered whether the provision of services other than the audit of our financial statements for the fiscal year ended April 30, 2018 were compatible with maintaining Marcum LLP’s independence.
BOARD OF DIRECTORS
Committees of the Board
Our Board has three standing committees: Audit, Compensation, and Nominating and Corporate Governance. Each of the committees is solely comprised of and chaired by independent directors, each of whom the Board has affirmatively determined is independent pursuant to the Stock Market Rules. Each of the committees operates pursuant to its charter. The Committeecommittee Charters are reviewed annually by the Nominating and Corporate Governance Committee. If appropriate, and in consultation with the chairs of the other committees, the Nominating and Corporate Governance Committee proposes revisions to the charters. The responsibilities of each committee are described in more detail below. The charters for the three committees are available on the Company’sour website at https://www.usgoldcorp.gold/ www.usgoldcorp.goldby following the link to “Investors”“Investor Relations” and then to “Corporate Governance.”
Audit Committee
The Audit Committee, among other things, is responsible for:
● | ||
● | reviewing the internal audit function, including its independence, plans, and budget; | |
● | approving, in advance, audit and any permissible non-audit services performed by our independent auditor; | |
● | reviewing our internal controls with the independent auditor, the internal auditor, and management; | |
● | reviewing the adequacy of our accounting and financial controls as reported by the independent auditor, the internal auditor, and management; | |
● | overseeing our financial compliance system; and | |
● | overseeing our major risk exposures regarding the Company’s accounting and financial reporting policies, the activities of our internal audit function, and information technology. |
The Audit Committee has reviewed and discussed our audited financial statements for the year ended April 30, 2019 with our management and has discussed with KBL the matters required to be discussed by the statement on Auditing Standards No. 1301 as adopted by the Public Company Accounting Oversight Board.
The Board has affirmatively determined that each member of the Audit Committee meets the additional independence criteria applicable to audit committee members under Securities and Exchange Commission (“SEC”)SEC rules and the Stock Market Rules. The Board of Directors has adopted a written charter setting forth the authority and responsibilities of the Audit Committee. The Board has affirmatively determined that John Braca meets the qualifications of an Audit Committee financial expert. The Company’sOur Audit Committee currently consists of the following members: John Braca and Andrew Kaplan and James Davidson.Kaplan. Mr. BracaKaplan serves as Chairman of the Audit Committee. James D. Davidson served on the Audit Committee for the fiscal year ended April 30, 2019, and through July 1, 2019, the effective date of his resignation as a member of the Board. Due to his resignation, the Audit Committee is not in compliance with Stock Market Rule 5605(2)(A), which requires at least 3 independent directors serve on the Audit Committee. In accordance with Stock Market Rule 5605(b)(1)(A), we intend to come into compliance with such Audit Committee independence rules at the Annual Meeting. We intend to appoint Douglas Newby as a member of our Audit Committee, assuming he is elected to serve as a director.
Compensation Committee
The Compensation Committee was formed in October 2014. Among other things, it is responsible for:
● | reviewing and making recommendations to the Board with respect to the compensation of our officers and directors, including the CEO; | |
● | overseeing and administering the Company’s executive compensation plans, including equity-based awards; | |
● | negotiating and overseeing employment agreements with officers and directors; and | |
● | overseeing how the Company’s compensation policies and practices may affect the Company’s risk management practices and/or risk-taking incentives. |
The Board has adopted a written charter setting forth the authority and responsibilities of the Compensation Committee. The Company’sOur Compensation Committee currently consists of the following members: John Braca, Ryan Zinke, and Andrew Kaplan and James Davidson.Kaplan. Mr. DavidsonKaplan serves as Chairman of the Compensation Committee. Mr. Davidson served as chairman of the Compensation Committee for the fiscal year ended April 30, 2019, and through July 1, 2019, the effective date of his resignation as a member of the Board. The Board has affirmatively determined that each member of the Compensation Committee meets the additional independence criteria applicable to compensation committee members under SEC rules and the Stock Market Rules.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee, among other things, is responsible for:
● | reviewing and assessing the development of the executive officers, and considering and making recommendations to the Board regarding promotion and succession issues; | |
● | evaluating and reporting to the Board on the performance and effectiveness of the directors, committees, and the Board as a whole; | |
● | working with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience, including diversity considerations, for the full Board and each committee; | |
● | annually presenting to the Board a list of individuals recommended to be nominated for election to the Board; | |
● | reviewing, evaluating, and recommending changes to the Company’s Corporate Governance Principles and | |
● | recommending to the Board individuals to be elected to fill vacancies and newly created directorships; | |
● | overseeing the Company’s compliance program, including the Code of | |
● | overseeing and evaluating how the Company’s corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning, may affect the Company’s major risk exposures. |
The Board of Directors has adopted a written charter setting forth the authority and responsibilities of the Nominating and Corporate Governance/NominatingGovernance Committee. The Company’sOur Nominating and Corporate Governance Committee currently consists of the following members: John Braca, Andrew Kaplan and James Davidson.Ryan Zinke. Mr. DavidsonKaplan serves as Chairman of the Nominating and Corporate Governance Committee.
Mr. Davidson served as chairman of the Compensation Committee for the fiscal year ended April 30, 2019, and through July 1, 2019, the effective date of his resignation as a member of the Board.
Consideration of Director Nominees
As specified in our Corporate Governance Principles, we seek directors with the highest standards of ethics and integrity, sound business judgment, and the willingness to make a strong commitment to the Companyus and itsour success. The Nominating and Corporate Governance Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, taking into account both existing directors and all nominees for election as directors, as well as any diversity considerations and the membership criteria reflected in the Corporate Governance Principles. The Nominating and Corporate Governance Committee and the Board, which do not have a formal diversity policy, consider diversity in a broad sense when evaluating board composition and nominations; and they seek to include directors with a diversity of experience, professions, viewpoints, skills, and backgrounds that will enable them to make significant contributions to the Board and the Company,us, both as individuals and as part of a group of directors. The Board evaluates each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of the business and represent shareholderstockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board and its committees.
The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders,stockholders, and its process for considering such recommendations is no different than its process for screening and evaluating candidates suggested by directors, management, or third parties. Our bylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to the Board of Directors at the Annual Meeting. To recommend a nominee for election to the Board of Directors, a stockholder must submit his or her recommendation to the Corporate Secretary at the address appearing on the first page of this proxy statement. Such nomination must satisfy the notice, information and consent requirements set forth in our bylaws and must be received by us prior to the date set forth under “Submission of Future Stockholder Proposals” included herein. A stockholder’s recommendation must be accompanied by the information with respect to stockholder nominees that is specified in our bylaws, including among other things, the name, age and address of the recommended person, the proposing stockholder’s name and address, the ownership interests of the proposing stockholder and any material monetary or other relationships between the recommended person and the proposing stockholder and/or the beneficial owners, if any, on whose behalf the nomination is being made.
Report of the Audit Committee
Our Audit Committee reviewed the Company’s audited financial statements for the year ended April 30, 2019. The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the year ended April 30, 2019, which includes the consolidated balance sheets of the Company as of April 30, 2019 and April 30, 2018, and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for each of the years in the two-year period ended April 30, 2019, and the notes thereto. The information contained in this report shall not be deemed to be “soliciting material” or third parties.to be “filed with the SEC” or subject to the liabilities of Section 18 of the Exchange Act, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that the Company specifically incorporates it by reference into such filing.
Reviews and Discussions with Management
The Audit Committee has reviewed and discussed the Company’s audited financial statements with management.
Review and Discussions with Independent Registered Public Accounting Firm
The Audit Committee has discussed with its independent auditor the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees” issued by the Public Company Accounting Oversight Board.
The Audit Committee has also received written disclosures and the letter from the independent auditor required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence and has discussed with the independent auditor its independence from the Company. The Audit Committee has also reviewed and discussed the selection, application and disclosure of the critical accounting policies of the Company with the independent auditor.
Based on the review and discussions referred to above, the Audit Committee approved the inclusion of the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the year ended April 30, 2019.
AUDIT COMMITTEE | ||
John Braca | ||
Andrew Kaplan |
Compensation of Non-Employee Directors and Stock Ownership Guidelines
The Compensation Committee periodically evaluates the compensation of directors and recommends compensation changes to the Board as appropriate. Until August 2015, non-employee directors received only cash for their service on the Board. Commencing in September 2015, non-employee directors will receivebegan receiving a combination of cash and equity compensation for service on the Board. Directors who are employees of the Company shall receive no additional cash compensation for serving on the Board, but receive equity compensation for service on the Board in alignment with other directors. While the Company does not require directors and officers to own a specific minimum number of shares of the Company’s Common Stock,common stock, the Company believes that each director and corporate officer should have a substantial personal investment in the Company.
Directors and officers may not engage in short sales or put or call transactions with respect to Company shares. Non-employee directors receive cash compensation of $24,000 per year for their service on our Board. There is no incremental compensation provided for committee chair or lead director roles. Company employees who are also directors receive no additional cash compensation for serving on the Board. Commencing in August 2015, all directors (non-employee and employee) began receiving equity awards in addition to cash compensation received for their service.
These arrangements compensate them for their Board responsibilities while aligning their interests with the long-term interests of our shareholders.stockholders. The Compensation Committee makes recommendations to the Board concerning director compensation under the Company’s equity compensation plans and determines other director compensation arrangements, as appropriate.
Under the Company’s Policy on Insider Information and Insider Trading, which applies to the Company’s directors, it is improper for directors to engage in short-term or speculative transactions in the Company’s securities. The following table sets forth information concerning director compensation during the fiscal year ended April 30, 2018,2019, to each of our directors, current and former:
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | |||||||||||||
Edward M. Karr | $ | 6,000 | $ | 3,585 | $ | $ | - | $ | 9,585 | |||||||||
Timothy M. Janke | $ | 25,516 | $ | 2,758 | $ | $ | 1,800 | $ | 30,074 | |||||||||
John N. Braca | $ | 28,016 | $ | 2,758 | $ | $ | - | $ | 30,774 | |||||||||
James Dale Davidson | $ | 20,516 | $ | 2,758 | $ | $ | - | $ | 23,274 | |||||||||
Andrew Kaplan | $ | 7,158 | $ | 3,591 | $ | $ | - | $ | 10,749 |
15 |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | |||||||||||||||
Edward M. Karr | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Timothy M. Janke | $ | 13,237 | $ | 49,500 | $ | - | $ | - | $ | 62,737 | ||||||||||
John N. Braca | $ | 36,500 | $ | 49,500 | $ | - | $ | - | $ | 86,000 | ||||||||||
James Dale Davidson* | $ | 18,000 | $ | 49,500 | $ | - | $ | - | $ | 67,500 | ||||||||||
Andrew Kaplan | $ | 24,000 | $ | 49,500 | $ | - | $ | - | $ | 73,500 | ||||||||||
Ryan K. Zinke(3) | - | $ | 45,000 | $ | - | $ | - | $ | 45,000 |
* Effective July 1, 2019, Mr. Davidson resigned as a director of U.S. Gold Corp.
(1) | Represents the aggregate grant date fair value for stock awards granted by us in fiscal year |
(2) | |
(3) | |
Corporate Governance Matters
We are committed to maintaining strong corporate governance practices that benefit the long-term interests of our shareholdersstockholders by providing for effective oversight and management of the Company.our company. Our governance policies, including our Corporate Governance Principles, Code of Ethics, and Committee Charters can be found on our website at https://www.usgoldcorp.gold/www.usgoldcorp.gold by following the link to “Investors” and then to “Corporate Governance.“Governance” and then to “Governance Documents.”
The Nominating and Corporate Governance Committee regularly reviews our Corporate Governance Principles, Code of Ethics, and Committee Charters to ensure that they take into account our developments, at the Company, changes in regulations and listing requirements, and the continuing evolution of best practices in the area of corporate governance.
The Board conducts an annual self-evaluation in order to assess whether the directors, the committees, and the Board are functioning effectively.
Code of EthicsConduct
The Company’sOur Code of Ethics, which was amended and restated as of August 2017,November 2018, applies to the Company’sour employees, directors, officers, contractors, consultants, and persons performing similar functions (“Covered Persons”). This includes our CEO and Chairman, our CFO, and our controller/treasurer. We require that they avoid conflicts of interest, comply with applicable laws, protect Companyour assets, and conduct business in an ethical and responsible manner and in accordance with the Code. The Code prohibits employees from taking unfair advantage of our business partners, competitors, and employees through manipulation, concealment, misuse of confidential or privileged information, misrepresentation of material facts, or any other practice of unfair dealing or improper use of information. The Code requires employees to comply with all applicable laws, rules, and regulations wherever in the world we conduct business. This includes applicable laws on privacy and data protection, anti-corruption and anti-bribery, and trade sanctions. Our Code was initially amended and restated in 2014 (and subsequently amended and restated in 2015)2015, 2017, and 2018) to better reflect our expanding global operations and diverse employee base, enhance its clarity and general readability, and to make other stylistic changes to more closely align the Code with our overall brand. The Code is incorporated herein by reference to the Current Report on Form 8-K filed on August 24, 2017November 2, 2018 as Exhibit 14.1 thereto. In addition, the Code is publicly available and can be found on our website atwww.usgoldcorp.gold by following the link to “Investors” and then to “Governance” and may be reviewed by accessing the Company’sour public filings at the SEC’s website atwww.sec.gov.
If we make substantive amendments to the Code, or grant any waiver, including any implicit waiver, from a provision of the Code to our CEO and Chairman, CFO, controller/treasurer, and any of our other officers, financial professionals, and persons performing similar functions, we will disclose the nature of such amendment or waiver on our website or in a report filed with the SEC on Form 8-K.
Communications with the Board of Directors
ShareholdersStockholders and other parties may communicate directly with the Board of Directors or the relevant board member by addressing communications to:
U.S. Gold Corp.
c/o Corporate Secretary
1910 E. Idaho Street, Suite 102-Box 604,
Elko, NV 98901Nevada 89801
All shareholderstockholder correspondence will be compiled by our corporate secretary and forwarded as appropriate.
Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’sour directors, executive officers, and shareholdersstockholders who own more than 10% of the Company’sour stock to file forms with the SEC to report their ownership of the Company’sour stock and any changes in ownership. The Company assists itsWe assist our directors and executive officers by identifying reportable transactions of which it is aware and preparing and filing their forms on their behalf. All persons required to file forms with the SEC must also send copies of the forms to the Company.us. We have reviewed all forms provided to us. Based on that review and on written information given to use by our executive officers and directors, we believe that all Section 16(a) filings during the past fiscal year were filed on a timely basis and that all directors, executive officers and 10% beneficial owners have fully complied with such requirements during the past fiscal year except for the following:four late filings related to six transactions involving David Mathewson, our former Vice-President and Head of Exploration.
EXECUTIVE OFFICERS
The following persons are our executive officers and hold the offices set forth opposite their names.
Name | Age | Principal Occupation | Officer/ Director Since | Age | Principal Occupation | Officer/ Director Since | ||||||
Edward M. Karr | 48 | Chief Executive Officer, President and Chairman; | 2015 | 49 | Chief Executive Officer, President and Director | 2015 | ||||||
David Rector | 71 | COO, Secretary | 2016 | 72 | Chief Operating Officer | 2016 | ||||||
Robert DelAversano | 47 | Principal Financial and Accounting Officer | 2017 | |||||||||
David Mathewson | 74 | VP, Head of Exploration | 2016 | |||||||||
Ted Sharp | 63 | Chief Financial Officer | 2018 |
The biography for Edward Karr is contained in the information disclosures relating to the Company’s nominees for director.
David Rectoris theour Chief Operating Officer and Corporate Secretary of the Company and has been with the Companyus since April 2016. In addition, he has been the Chief Executive Officer of Sevion Therapeutics, Inc. since January 2015 and a director since February 2002. Mr. Rector also served as a director of Majesco Entertainment Company (n/k/a PolarityTE, Inc.) from July 2015 to December 2016. Since 1985, Mr. Rector has been the Principal of The David Stephen Group, which provides enterprise consulting services to emerging and developing companies in a variety of industries. In addition, he was the Chief Executive Officer of Sevion Therapeutics, Inc. from January 2015 to December 2017, and a director since February 2002. Mr. Rector served as a director and member of the compensation and audit committee of the Dallas Gold and Silver Exchange Companies Inc. (formerly Superior Galleries, Inc.) from May 2004 to September 2015. From January 2014 through January 2015, Mr. Rector served on the board of directors of MV Portfolios, Inc. (formerly California Gold Corp.) From November 2012 through January 2014, Mr. Rector has served as the CEO and President of Valor Gold. From February 2012 through January 2013, Mr. Rector has served as the VP Finance & Administration of Pershing Gold Corp. From May 2011 through February 2012, Mr. Rector served as the President of Sagebrush Gold, Ltd. From October 2009 through August 2011, Mr. Rector had served as President and CEO of Li3 Energy, Inc. From July 2009 through May 2011, Mr. Rector had served as President and CEO of Nevada Gold Holdings, Inc. From September 2008 through November 2010, Mr. Rector served as President and CEO Universal Gold Mining Corp. From October 2007 through February 2013, Mr. Rector has served as President and CEO of Standard Drilling, Inc. From May 2004 through December 2006, Mr. Rector had served in senior management positions with Nanoscience Technologies, Inc., a development stage company engaged in the development of DNA Nanotechnology. From 1983 until 1985, Mr. Rector served as President and General Manager of Sunset Designs, Inc., a domestic and international manufacturer and marketer of consumer product craft kits, and a wholly-owned subsidiary of Reckitt & Coleman N.A. From 1980 until 1983, Mr. Rector served as the Director of Marketing of Sunset Designs. From 1971 until 1980, Mr. Rector served in progressive roles in the financial and product marketing departments of Crown Zellerbach Corporation, a multi-billion dollarmulti-billion-dollar pulp and paper industry corporation. Mr. Rector received a Bachelor of Science degree in Business/Finance from Murray State University in 1969.
Robert DelAversanoTed Sharphas been theour Chief Financial Officer, Principal Financial and Accounting Officer of the Company since December 2017. In addition,2018. Mr. Sharp is a Certified Public Accountant and has Bachelor of Business Administration Degree in Accounting from Boise State University. Since 2003, he presentlyhas been President of Sharp Executive Associates, Inc., a privately-held accounting firm providing Chief Financial Officer services to clients. Concurrent with his position with us, Mr. Sharp serves part-time as Chief Financial Officer of Goldrich Mining Company, from February 2006 through the present; from September 2018 through the present, serves part-time as Chief Financial Officer of Timberline Resources Corporation; from July 2012 through the present, as principal and serves part-time as Chief Executive and Financial Officer of US Calcium LLC, a privately-held natural resource company. From May 2011 through January 2012, Mr. Sharp served part-time as Chief Financial Officer of Gryphon Gold Corporation, a natural resource company trading on the FINRA OTCBB, and from September 2008 through November 2010, Mr. Sharp served part-time as Chief Executive Officer, President and Chief Financial Officer of Texada Ventures, Inc, a natural resource exploration company formerly trading on the FINRA OTCBB. From November of 2006 to June 2009, Mr. Sharp served part-time as Chief Financial Officer of Commodore Applied Technologies, Inc., an environmental solutions company formerly trading on the FINRA OTCBB. Prior to 2003, he worked for 14 years in positions of Chief Financial Officer, Managing Director of Financial ReportingEuropean Operations and TaxationCorporate Controller for Key Technology, Inc., a publicly-traded manufacturer of Brio Financial Group, wherecapital goods. Mr. Sharp has worked for the past seven years. He consults with various public companiesmore than 30 years of experience in treasury management, internal financial controls, SEC reporting internal control development and evaluation, budgeting and forecasting. Prior to joining Brio Financial Group, Mr. DelAversano was a manager at Bartolomei Pucciarelli LLC, where he oversaw the Accounting and Tax practice. Mr. DelAversano holds a Bachelor of Sciences from Rider University.Corporate Governance.
David Mathewson is Vice President and Head of Exploration of the Company and has been with the Company (and Gold King Corp.) since June 2016. Mr. Mathewson is a geologist-explorer with 35 years of exploration experience in Nevada alone. Notable discoveries made while Head of Newmont Nevada’s Exploration team from 1989 through 2001 include: Tess, Northwest Rain, Saddle and South Emigrant in the Rain mining district. From 1999-2001 Mathewson-led teams made important deposit extension discoveries at Newmont’s Gold Quarry and Mike deposits. Most recently his work at Gold Standard Ventures led to the consolidation of the Railroad-Pinion district and the North Bullion & Bald Mountain discoveries.
EXECUTIVESUMMARY COMPENSATION TABLE
The following table sets forthpurpose of this Executive Compensation discussion is to provide information about the material elements of compensation paidthat we pay or award to, or that is earned by or awarded toby: (i) the individuals who served as our Principal Executive Officerprincipal executive officer (“PEO”), and the next two highest compensated executive officers for during the fiscal year ended April 30, 20182019; (ii) our two most highly compensated executive officers, other than the individuals who served as our PEO, who were serving as executive officers, as determined in accordance with the rules and regulations promulgated by the SEC, as of April 30, 2017.2019, with compensation during such fiscal year of $100,000 or more; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to clause (ii) but for the fact that such individuals were not serving as executive officers on April 30, 2019. We refer to these individuals as our “named executive officers.” For the fiscal year ended April 30, 2019, other than our PEO, we only had one executive officer, Mr. Rector, who received compensation of $100,000 or more.
(In Dollars)
Name and principal position(1) | Year | Salary ($)(1) | Bonus ($)(1)(2) | Stock Awards ($)(3) | Option awards ($)(4) | Non-equity incentive plan compensation ($) | Change in pension value and nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | |||||||||||||||||||||||||||
Edward M. Karr Chief Executive | 2019 | $ | 250,000 | $ | 250,000 | $ | 396,000 | (5) | $ | - | $ | - | $ | - | $ | - | $ | 896,000 | ||||||||||||||||||
Officer (PEO) | 2018 | 250,000 | 250,000 | 3,585 | (6) | 56,330 | - | - | - | 559,915 | ||||||||||||||||||||||||||
David Rector Chief Operating | 2019 | $ | 180,000 | $ | 180,000 | $ | 198,000 | (7) | $ | - | $ | - | $ | - | $ | - | $ | 558,000 | ||||||||||||||||||
Officer (COO) | 2018 | 180,000 | 180,000 | - | 28,165 | - | - | - | 388,165 |
Name and principal position(1) | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($) | Option awards ($) | Non-equity incentive plan compensation ($) | Change in pension value and nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | |||||||||||||||||||||||||||
Edward M. Karr Chief Executive Officer (PEO) | 2018 | $ | 250,000 | $ | - | $ | 484,313 | $ | 56,330 | $ | - | $ | - | $ | - | $ | 790,643 | |||||||||||||||||||
2017 | 250,000 | - | - | - | - | - | - | 250,000 | ||||||||||||||||||||||||||||
David Rector Chief Operating Officer (COO) | 2018 | 180,000 | 348,705 | 28,165 | 556,870 | |||||||||||||||||||||||||||||||
2017 | 180,000 | 50,000 | 230,000 | |||||||||||||||||||||||||||||||||
David A. Moylan (Former President) | 2018 | $ | 19,667 | $ | - | $ | 91,095 | $ | - | $ | - | $ | - | $ | 495,112 | (3) | $ | 605,874 | ||||||||||||||||||
2017 | 236,000 | - | 84,000 | - | - | - | 10,620 | 330,620 | ||||||||||||||||||||||||||||
Anthony M. Lougee Chief Financial Officer (Former CFO) | 2018 | $ | 60,000 | $ | 14,375 | $ | 28,765 | $ | - | $ | - | $ | - | $ | 224,418 | (4) | $ | 327,558 | ||||||||||||||||||
2017 | 144,000 | 1,250 | 63,000 | - | - | - | 6,480 | 214,730 | ||||||||||||||||||||||||||||
Robert J. DelAversano Principal Financial and Accounting Officer | 2018 | $ | - | $ | - | $ | - | $ | 12,983 | $ | - | $ | - | $ | - | $ | 12,983 | |||||||||||||||||||
2017 | - | - | - | - | - | - | - | - |
Notes:
(1) All executives have employment agreements with U.S. Gold Corp. A summary follows:
a.
(1) | All executives have employment agreements with U.S. Gold Corp. A summary follows: |
Chief Executive Officer, Mr. Edward Karr. On April 12, 2016, USGNovember 1, 2018, we entered into an updated employment agreement with Mr. Karr. The initial term of the Agreement is for two years ending on April 30, 2018,2020, with automatic renewals for successive one yearone-year terms unless terminated by written notice at least 90 days prior to the expiration of the term. Mr. Karr is to receive a base salary of $250,000 per year, and annual incentive compensation targeted at 100% of base salary.
b. Former President, Mr. David A. Moylan: On June 8, 2017, the Company and David A. Moylan, the Company’s former President and Chief Executive Officer, entered into a separation agreement (the “Moylan Separation Agreement”). Mr. Moylan remains a director of the Company and its wholly owned subsidiary Dataram Memory and remains the President and Chief Executive Officer of Dataram Memory. Mr. Moylan resigned as Chairman of the Board of Directors and as the President and Chief Executive Officer of the Company on May 23, 2017 in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, as amended and restated on July 29, 2016, and further amended and restated on September 14, 2016 and November 28, 2016 with Dataram Acquisition Sub, Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“DAS”), USG and Copper King LLC, the principal shareholder of USGNYV pursuant to which USGNV merged (the “Merger”) with and into DAS, with USG surviving the merger as the surviving corporation.
Under the terms of the Moylan Separation Agreement, Mr. Moylan received a severance payment of an aggregate of $494,227. Such severance payment is the sole and exclusive payment by the Company and is in lieu of any and all payments or obligations, including any separation payments under prior agreements between Mr. Moylan and the Company. Also as set forth in the Moylan Separation Agreement, Mr. Moylan will, until terminated by the Company’s Board of Directors at its sole option with two weeks’ notice, serve as the President and Chief Executive Officer of Dataram Memory for a monthly fee of $19,667, payable 90% in common stock of the Company and 10% in cash and provide general consulting and support services to the Company. Mr. Moylan no longer serves in any capacity with the Company or its subsidiaries effective October 31, 2017.
c. Former Chief Financial Officer, Anthony M. Lougee: On June 6, 2017, Anthony Lougee resigned as Chief Financial Officer of the Company pursuant to a Change in Control and Severance Agreement by and between the Company and Mr. Lougee dated July 31, 2015 (the “Lougee Severance Agreement”). Mr. Lougee’s decision to resign did not result from any disagreement with the Company, the Company’s management or the Board of Directors. On June 8, 2017, the Company entered into a separation agreement with Mr. Lougee (the “Lougee Separation Agreement”). Under the terms of the Lougee Separation Agreement, Mr. Lougee received a severance payment of an aggregate of $221,718. Such severance payment is the sole and exclusive payment by the Company and is in lieu of any and all payments or obligations, including any separation payments under prior agreements between Mr. Lougee and the Company, including the Lougee Severance Agreement.
On June 8, 2017, we reappointed Mr. Lougee to serve as our Chief Financial Officer and as the Chief Financial Officer of Dataram Memory and entered into an amended and restated offer letter agreement (the “Employment Agreement”). Mr. Lougee’s compensation shall remain the same as his compensation immediately prior to his resignation: a base salary of $144,000 with additional monthly cash payments of $2,500 through the earliest to occur of (i) his resignation or removal as Chief Financial Officer of the Company or of Dataram Memory or (ii) November 23, 2017. He shall also receive a monthly award of 500 shares of restricted common stock. Mr. Lougee’s employment is on an at-will basis and may be terminated without notice at any time by Mr. Lougee or the Board of Directors. The Employment Agreement cancels and supersedes the Lougee Severance Agreement, the offer letter agreement by and between the Company and Mr. Lougee dated July 31, 2015 and the incentive agreement by and between the Company and Mr. Lougee dated February 7, 2017.
d. Chief Operating Officer and Secretary, David Rector:
The Company’s Chief Operating Officer, and former Chief Financial Officer, Mr. David Rector (“COO”), is employed under an executive employment agreement dated Apri1 14, 2016. The initial term of the agreement is for one year, with automatic renewals for successive one year terms unless terminated by written notice at least 30 days prior to the expiration of the term. Mr. Rector is to receive a base salary of $15,000 per month.year. The agreement calls for a bonus in an amount up to the amount of the base salary, to be awarded in the discretion of the boardBoard of directorsDirectors and to be paid in cash, stock, or a combination thereof at Mr. Karr’s discretion. For fiscal years 2019 and 2018, the Board awarded Mr. Karr a $250,000 bonus, which was paid in the discretion255,128 and 132,979 shares of the board.
e. The Company has entered into a consulting agreement with Brio Financial Group, where Robert J. DelAversano serves as the Directorrestricted stock, respectively, all of Financial Reporting and Taxation. In connection with this agreement between the Company and Brio Financial Group, Mr. DelAversano acts as the Principal Financial and Accounting Officer of the Company…which have vested.
On June 27, 2016, the Company entered into an employment agreement with its Chief Geologist, Mr. David Mathewson. The initial term of the agreement is for one year, with automatic renewals for successive one year terms unless terminated by written notice at least 30 days prior to the expiration of the term by either party. Mr. Mathewson is to receive a base salary of $200,000 per year. The base salary shall be payable as follows: (a) 25% of the base salary shall be payable in equal monthly cash installments and (b) the remaining 75% of the base salary shall be payable in equal monthly installments in the form of common stock of the Company. Each installment of common stock shall be issued on the first business day of the months and shall be valued at the market price on the trading day immediately prior to the date of issuance. Market price is the closing bid price on the principal securities exchange or trading market. Mr. Mathewson shall be entitled to receive bonus to be paid in cash, stock, or a combination thereof and equity awards.
Chief Operating Officer and Secretary, David Rector. Our Chief Operating Officer, and former Chief Financial Officer, Mr. David Rector (“COO”), is employed under an updated executive employment agreement dated November 1, 2018. The initial term of the agreement is for one year, with automatic renewals for successive one-year terms unless terminated by written notice at least 30 days prior to the expiration of the term. Mr. Rector is to receive a base salary of $15,000 per month. The agreement calls for a bonus in an amount up to the amount of the base salary, to be awarded in the discretion of the Board of Directors and to be paid in cash, stock, or a combination thereof at Mr. Rector’s discretion. For fiscal years 2019 and 2018, the Board awarded Mr. Rector a $180,000 bonus, which was paid in 183,692 and 95,745 shares of restricted stock, respectively, all of which have vested. |