SEC Form PRE 14A filed by Ivanhoe Electric Inc.

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Preliminary Proxy Statement

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No fee required.

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Q:

When and where is the 2025 Annual Meeting of Stockholders?

A:

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Ivanhoe Electric Inc. (“Ivanhoe Electric,” the “Company,” “we,” “our,” or “us,” as the context requires) will be held on June 5, 2025, at 9:30 A.M. Mountain Standard Time (MST).

Q:

Why is the Company providing these proxy materials?

A:

The Board of Directors is soliciting proxies on behalf of the Company to be voted at the Annual Meeting. When we ask for your proxy, we must provide you with a proxy statement and other proxy materials that contain certain information specified by law and other information.

Q:

What proxy materials are being made available to stockholders?

A:

The proxy materials consist of: (1) the Notice of 2025 Annual Meeting of Stockholders; (2) this proxy statement; and (3) the Company’s 2024 Annual Report (the “2024 Annual Report”).

Q:

Why did I receive a Notice of Internet Availability of Proxy Materials (the “Notice”) in the mail regarding the Internet availability of proxy materials instead of a full set paper copy of the proxy materials?

A:

We are utilizing a U.S. Securities and Exchange Commission (“SEC”) rule that allows companies to furnish their proxy materials over the Internet rather than in paper form. This rule allows a company to send some or all of its stockholders a Notice regarding Internet availability of proxy materials. Instructions on how to access the proxy materials over the Internet may be found in the Notice. If you have received a Notice and you would prefer to receive the proxy materials in printed form by mail or electronically by email, please follow the instructions contained in the Notice.

Q:

When were the proxy materials first sent or made available to stockholders?

A:

The Notice was first mailed to stockholders on or about April [22], 2025. Once the Notice is received, stockholders have the option of (1) accessing the proxy materials, including instructions on how to vote, online or by phone; or (2) requesting that the proxy materials be sent to the stockholder in printed form by mail or electronically by email. Opting to receive your proxy materials online will save the Company the cost of printing and mailing documents to your home or business and will also give you an electronic link to the proxy voting site.

Q:

How can I access the proxy materials over the Internet?

A:

The Notice contains instructions on how to view the proxy materials on the Internet, vote your shares on the Internet and obtain printed or electronic copies of the proxy materials. An electronic copy of the proxy materials is available at https://ivanhoeelectric.com/investors/annual-meeting-materials/.

Q:

What proposals will be voted on at the Annual Meeting?

A:

There are four matters on which a vote is scheduled at the Annual Meeting:

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Q:

What are the Board of Directors’ voting recommendations?

A:

The Board of Directors recommends that you vote your shares:

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Q:

What shares may I vote?

A:

You may vote all shares of common stock, par value $0.0001 per share, of the Company that you owned as of the close of business on April 8, 2025 (the “Record Date”). These shares include:

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Q:

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:

Most stockholders hold their shares through a bank, broker, or other financial intermediary rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and shares held beneficially.

Q:

How can I attend the Annual Meeting?

A:

The Annual Meeting will be held in person in the AC Meeting Room, AC Hotel Phoenix Tempe/Downtown, 100 East Rio Salado Parkway, Tempe, AZ 85281.

Q:

How can I vote my shares at the Annual Meeting?

A:

If you are a stockholder of record, you may vote in person at the Annual Meeting.

Q:

How can I vote my shares without attending the Annual Meeting?

A:

If you hold your shares directly, you may vote by granting a proxy by one of the following methods:

Q:

May I change or revoke my vote?

A:

Yes, you may change or revoke your proxy instructions at any time prior to the vote at the Annual Meeting.

Q:

How are votes counted?

A:

On Proposal 1 - The election of directors, you may vote “FOR”, “AGAINST” or “ABSTAIN” with respect to each nominee. For abstentions, see “What happens if I abstain from voting?” below.

Q:

What is the quorum requirement for the Annual Meeting?

A:

The presence, in person or by proxy of the holders of a majority of the outstanding shares of stock entitled to vote at the meeting will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non-votes” (described below) will be counted as present and entitled to vote for purposes of determining a quorum.

Q:

What is the voting requirement to approve each of the proposals?

A:

The election of each director nominee (Proposal 1) will require that the votes cast for a nominee’s election exceed the votes cast against such nominee’s election (excluding abstentions and broker non-votes). Pursuant to the terms of our bylaws and Advance Voting Policy, if a nominee in an uncontested election is not elected by a majority vote, then the director shall offer to resign from his or her position as a director. See Proposal 1 – Election of Directors.

Q:

What happens if I abstain from voting?

A:

If you submit a proxy and explicitly abstain from voting on any proposal, the shares represented by the proxy will be considered present at the Annual Meeting for the purpose of determining a quorum. For the non-binding advisory vote on the approval of our executive compensation (Proposal 2), the ratification of our independent registered public accounting firm (Proposal 3) and approval of the amendment and restatement of the Amended and Restated Certificate of Incorporation of the Company to eliminate supermajority voting provisions (Proposal 4) abstentions will have the same effect as a vote against. For the election of each director nominee (Proposal 1), abstentions will not be counted as votes cast and therefore, they will have no effect on the outcome of Proposal 1.

Q:

What is a “broker non-vote”?

A:

A “broker non-vote” occurs when a broker submits a proxy that does not indicate a vote for one or more of the proposals because the broker has not received instructions from the beneficial owner on how to vote on such proposals and does not have discretionary authority to vote in the absence of instructions. Brokers have discretionary authority to vote on matters that are deemed “routine”, such as the ratification of our independent registered public accounting firm (Proposal 3). Brokers do not have discretionary authority to vote on matters that are deemed “non-routine”, such as the election of directors (Proposals 1), the non-binding advisory vote on our executive compensation (Proposal 2) or the amendment and restatement of the Amended and Restated Certificate of Incorporation of the Company to eliminate supermajority voting provisions (Proposal 4). Broker non-votes will be counted for the purposes of determining whether a quorum exists at the Annual Meeting, but because they are not considered entitled to vote on non-routine matters, they will have no effect on the outcome of Proposals 1 and 2. For Proposal 4, the approval of the amendment and restatement of the Amended and Restated Certificate of Incorporation of the Company to eliminate supermajority voting provisions, , broker non-votes will have the same effect as a vote against.

Q:

Will I have dissenters’ rights?

A:

No dissenters’ rights are available under the General Corporation Law of the State of Delaware, our Amended and Restated Certificate of Incorporation or our bylaws to any stockholder with respect to any of the proposals to be voted on at the Annual Meeting.

Q:

What does it mean if I receive more than one Notice, proxy card or voting instruction card?

A:

It means your shares are registered differently or are held in more than one account. To ensure that all of your shares are voted, please vote as instructed in each Notice or sign and return each proxy card or voting instruction card (if you have requested and received paper copies of this proxy statement and a proxy card or voting instruction card). If you vote by telephone or on the Internet, you will need to vote once for each Notice, proxy card or voting instruction card you receive.

Q:

Where can I find the voting results of the Annual Meeting?

A:

We will announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K following the Annual Meeting.

Q:

What happens if additional proposals are presented at the Annual Meeting?

A:

Other than the four proposals described in this proxy statement, we do not expect any matters to be presented for a vote at the Annual Meeting. If you grant a proxy, the Named Proxies will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If for any unforeseen reason the director nominees not available as a candidate for director, the Named Proxies will vote your proxy for such other candidate as may be nominated by the Board of Directors.

Q:

Who will bear the cost of soliciting votes for the Annual Meeting?

A:

Ivanhoe Electric will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials. However, if you choose to vote over the Internet, you will bear the expenses for your Internet access. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers, and employees, who will not receive any additional compensation for such solicitation activities. We will also reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders.

Q:

May I propose nominees for election to the Board of Directors at next year’s annual meeting of stockholders?

A:

Yes, our bylaws establish an advance notice procedure for stockholders to make nominations for the position of director at an annual meeting. Director nominee proposals for the 2026 annual meeting of stockholders will not be considered timely unless such proposals are received by us no later than February 5, 2026, and no earlier than January 6, 2026, in accordance with our bylaws; provided, however, in the event that the date of the annual meeting is advanced more than 30 days prior to the anniversary date of the Annual Meeting, or delayed more than 70 days after such anniversary date then to be timely such notice must be received by us, in accordance with the bylaws, no earlier than 120 days prior to such annual meeting and no later than the later of 70 days prior to the date of the meeting or the 10th day following the day on which public announcement of the date of the meeting was first made by us. Any proposal to nominate a director to our Board of Directors must set forth the information required by our bylaws.

Q:

May I propose other business proposals for consideration at next year’s annual meeting of stockholders?

A:

Yes, you may submit other business proposals for consideration at next year’s annual meeting of stockholders. In order for a stockholder proposal to be considered for inclusion in the proxy statement in reliance on Rule 14a-8 of the Exchange Act and presented at the 2026 annual meeting of stockholders, it must be in such form as is required by the rules and regulations promulgated by the SEC and received by us not less than 120 calendar days before April [22], 2026, the one year anniversary of the date this proxy statement was made available to stockholders (or by December 23, 2025).

(1)

Executive Chairman of the Board of Directors

(2)

President, Chief Executive Officer, and Director

(3)

AC=Audit Committee

(4)

CNC= Compensation and Nominating Committee

(5)

HSE= Health, Safety and Environmental Committee

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If the Equity grant is in the form of DSUs:

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If the Company prescribes the settlement date, then settlement is at the earlier of

i)

3 years from grant date, or

ii)

at Termination of Service.

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If directors elect the settlement date, then they shall elect between:

i)

the earlier of 3 years from grant date or at Termination of Service, or

ii)

at Termination of Service.

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If the equity grant is in the form of Equity other than DSUs:

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If Equity is offered in DSUs:

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If Company prescribes settlement date, then settlement at the earlier of:

i)

3 years from grant date, or

ii)

at Termination of Service.

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If Directors elect settlement date (must elect by Dec. 31 of prior year), then they can elect between:

i)

the earlier of 3 years from grant date or at Termination of Service, or

ii)

at Termination of Service.

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If Equity is offered in a form other than DSUs:

(1)

Mr. Friedland and Mr. Melvin’s compensation is shown below under “Executive Compensation.” They are not paid for acting as directors, but only in their capacity as executive officers.

(2)

Appointed as a director on June 27, 2022.

(3)

Appointed as a director on July 6, 2023.

(4)

Appointed as a director on January 30, 2022.

(5)

Appointed as a director on March 17, 2023.

(6)

Appointed as a director on June 8, 2023.

(7)

Represents the grant date fair value of stock options granted to the directors determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC 718”). Each non-employee director had the following number of stock options outstanding at the end of fiscal year 2024: Ball 28,927; Bianchi 28,927; de Margerie 28,927; Katase 28,927; Loftus-Hills 28,927; Patil 28,927; and Vance 28,927.

(1)

These compensation elements were not awarded in 2024.

(2)

The Long Term Incentive Plan refers to this type of award as an RSU with performance criteria; however, for purposes of this proxy statement we refer to them as PSUs.

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If the Company’s share price performs in line with the 50^th percentile, executives receive a 1.0x PSU payout.

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If performance reaches or exceeds the 75^th percentile, the payout increases to 2.0x PSUs, reflecting superior shareholder value creation.

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If performance falls below expectations, the payout is adjusted accordingly, ensuring a performance-driven compensation structure. If performance falls below the 25^th percentile there is no payout.

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Any performance between the 25^th and 75^th percentile is interpolated on a linear basis.

(1)

Robert Friedland entered into a compensation and change of control arrangement with the Company on May 9, 2024.

(2)

At Mr. Friedland’s election, his salary was paid in in the form of 105,932 stock options on April 8, 2024 as described under “Fiscal 2024 Grants of Plan-Based Awards Table.”

(3)

All Canadian $ amounts have been translated at average Bank of Canada exchange rate for 2024 of 1.3698.

(4)

Taylor Melvin and Jordan Neeser were appointed on November 21, 2022. Mr. Melvin’s other compensation for 2024 consists of $3,034 for Life Insurance, $2,326 for Short-Term and Long Term Disability Premiums, $24,938 for Medical Insurance and $15,043 for 401(k). Mr. Neeser’s other compensation for 2024 consists of $1,499 for Life Insurance, $1,229 for Short-Term and Long Term Disability Premiums, $5,556 for Medical Insurance, $3,041 for 401(k) and $3,746 for parking.

(5)

Quentin Markin was appointed on January 1, 2023. Mr. Markin’s other compensation for 2024 consists of $5,013 for Medical Insurance, $18,908 for 401(k) and $1,278 for travel insurance.

(6)

Cassandra Joseph was appointed on February 1, 2023. Other compensation for 2024 consists of $134 for Life Insurance, $2,183 for Short-Term and Long-Term Disability Premiums, $15,845 for Medical Insurance, and $9,039 for 401(k). Other compensation for 2023 consists of $4,875 for 401(k) and $25,000 for relocation costs.

(7)

Represents the grant date fair value of RSUs to the officer determined in accordance with FASB ASC 718. See note 12(b) to the December 31, 2024 Audited Financial Statements. Mr. Friedland’s RSUs vest as follows: 100,000 Cordoba RSUs granted on August 1, 2022 will vest 1/3 annually for three years beginning on August 1, 2023; 150,000 Cordoba RSUs granted on April 9, 2024 will vest 1/3 annually for three years beginning on April 9, 2025; 150,000 Kaizen Discovery Inc. RSUs granted February 7, 2022, these RSUs vest ratably (1/3) on each of February 7, 2023, February 7, 2024, February 7, 2025. On February 7, 2024, pursuant to the Company’s acquisition of the remaining Kaizen common shares as detailed under “Kaizen Discovery Inc. Stock Option Plan and Kaizen Discovery Inc. Long Term Incentive Plan,” the vesting of 100,000 RSUs were accelerated, and they were converted into Kaizen Discovery Inc. common shares. The 150,000 Kaizen Discovery Inc. common shares were then exchanged for 787 shares of Ivanhoe Electric Inc.; 330,000 Kaizen Discovery Inc. RSUs granted April 12, 2023, these RSUs vest ratably (1/3) on each of April 12, 2024, April 12, 2025, April 12, 2026. On February 7, 2024, pursuant to the Company’s acquisition of the remaining Kaizen Discovery Inc. common shares as detailed under “Kaizen Discovery Inc. Stock Option Plan and Kaizen Discovery Inc. Long Term Incentive Plan,” the vesting of 330,000 RSUs were accelerated, and they were converted into 330,000 Kaizen Discovery Inc. common shares which were then exchanged for 2,598 shares of Ivanhoe Electric Inc. Mr. Melvin’s RSUs vest as follows: 750,000 Ivanhoe Electric RSUs granted on November 21, 2022 will vest 1/3 annually for three years beginning on November 21, 2023. Mr. Markin’s RSUs vest as follows: 750,000 Ivanhoe Electric RSUs granted on January 1, 2023, will vest 1/5 annually for five years beginning on January 1, 2024.

(8)

Represents the grant date fair value of stock options granted to the officer determined in accordance with FASB ASC 718. See note 12(b) to the December 31, 2024 Audited Financial Statements. Mr. Friedland’s stock options will vest as follows: 415,170 Ivanhoe Electric stock options granted on April 8, 2024 will vest 1/3 annually for three years beginning on April 8, 2025; 583,334 Ivanhoe Electric stock options granted on November 21, 2022 will vest ratably 1/3 annually beginning on November 21, 2023; 100,000 Cordoba stock options with an exercise price of C$0.53 granted August 1, 2022 will vest ratably (1/3) on each of February 1, 2023, August 1, 2023 and August 1, 2024 followed by an additional grant of 150,000 Cordoba stock options with an exercise price of C$0.39 granted April 9, 2024 will vest ratably (1/3) each of October 9, 2024, April 9, 2025 and April 9, 2026; and 50,000 Kaizen Discovery Inc. stock options with an exercise price C$0.495 granted on February 7, 2022 which vest ratably (1/3) each on August 7, 2022, February 7, 2023, February 7, 2024, followed by an additional grant of 115,556 stock options with an exercise price of C$0.12 on April 12, 2023 vest ratably (1/3) each on October 12, 2023, April 12, 2024, and April 12, 2025. On February 7, 2024, pursuant to the Company’s acquisition of the remaining Kaizen common shares as detailed under “Kaizen Discovery Inc. Stock Option Plan and Kaizen Discovery Inc. Long Term Incentive Plan,” the Kaizen stock options cancelled. Mr. Melvin’s stock options vest as follows: 289,268 Ivanhoe Electric stock options granted on March 11, 2024 will vest ratably (1/3 annually) each beginning on March 11, 2025; 500,000 Ivanhoe Electric Inc. stock options granted on May 21, 2022, will vest 1/3 annually beginning on May 21, 2023. Mr. Neeser’s stock options vest as follows: 173,561 Ivanhoe Electric stock options granted each on March 11, 2024, will vest 1/3 annually beginning on March 11, 2025; 500,000 Ivanhoe Electric Inc. stock options granted on May 21, 2022, will vest 1/3 annually beginning on May 21, 2023. Ms. Joseph’s stock options vest as follows: 173,561 Ivanhoe Electric stock options granted each on March 11, 2024 will vest 1/3 annually beginning on March 11, 2025; 500,000 Ivanhoe Electric Inc. stock options granted on February 1, 2023, will vest 1/3 annually beginning on February 1, 2024. Mr. Markin’s stock options vest as follows: 231,415 Ivanhoe Electric stock options granted on March 11, 2024 will vest 1/3 annually beginning on March 11, 2025.