Dakota Gold Corp
For the period ended May 14, 2024. Filed Apr 3, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2024 · Filed Apr 3, 2024
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DEF 14A 1 tm242947d2_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrantx
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 under §240.14a-12 |
Dakota Gold Corp.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| x | No fee required |
| ¨ | Fee paid previously with preliminary materials |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
April 3, 2024
DAKOTA GOLD CORP.
106 Glendale Drive, Suite A
Lead, South Dakota, 57754
(605) 717-2540
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders,
The 2024 annual meeting of stockholders of Dakota Gold Corp., a Nevada corporation, will be held at 106 Glendale Drive, Suite A, Lead, South Dakota, on Tuesday, May 14, 2024 at 8:00 a.m. Mountain Time. For instructions on how to attend and vote your shares at the annual meeting, see the information in the accompanying Proxy Statement. The 2024 annual meeting of stockholders will be held for the following purposes:
| 1. | To elect seven directors to hold office until the 2025 annual meeting of stockholders or until their successors are elected; |
| 2. | To ratify the appointment of Ernst & Young LLP, as the Company’s independent registered public accountant for the fiscal year ending December 31, 2024; |
| 3. | To approve a proposal to reincorporate the Company from the State of Nevada to the State of Delaware; and |
| 4. | To transact such other business that may properly come before the annual meeting or at any adjournment or postponement thereof. |
The Board of Directors recommends a voteFOR each of the director nominees andFOR Proposals 2 and 3.
You are entitled to attend and vote at the annual meeting, or any postponement or adjournment of the annual meeting, if you are a holder of our common stock at the close of business on March 25, 2024. This Proxy Statement, proxy card and Annual Report to Stockholders, including financial statements for the year ended December 31, 2023, are first being sent to stockholders on or around April 3, 2024.
Your vote is important**. Whether or not you plan to attend the annual meeting, you are urged to vote as soon as possible to ensure your shares are represented and voted at the annual meeting.**
| How You Can Vote | |
|---|---|
| We use the “Notice and Access” model permitted by the U.S. Securities and Exchange Commission for distributing our annual meeting materials electronically to certain stockholders. Some stockholders may also automatically receive our annual meeting materials in paper form. You may choose to receive your materials in either format. Please see “Internet Availability of Proxy Materials” on page 1 of the Proxy Statement for more information. To make sure that your shares are represented at the annual meeting, please cast your vote by one of the following methods: | |
| Online | Go to https://vote.odysseytrust.com and follow the instructions provided. You will need the Control Number provided on your proxy card. |
| Complete and sign a paper proxy card or instruction form and mail it in the postage-paid envelope. | |
| During the Meeting | You may vote in person at the annual meeting. |
If you are a beneficial stockholder and hold your shares through a broker, bank or other nominee:
You should follow the instructions in the Notice or voting instructions provided by your broker or nominee. In these cases, you may vote by Internet or mail. You may vote your shares beneficially held through your broker if you attend the annual meeting and you obtain a legal proxy from your broker giving you the legal right to vote the shares at the annual meeting.
How You Can Access Proxy Materials Online Important Notice Regarding the Availability of Proxy Materials for the 2024 annual meeting: The Proxy Statement, Proxy Card and Annual Report to Stockholders for the year ended December 31, 2023 are available on the Internet at https://odysseytrust.com/client/dakota-gold-corp/
We encourage stockholders to submit their votes in advance of the annual meeting.
April 3, 2024
Cordially,
/s/ Robert Quartermain
Robert Quartermain
Co-Chairman
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING OF STOCKHOLDERS, PLEASE VOTE AS SOON AS POSSIBLE VIA THE INTERNET OR MAIL. STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING IN PERSON MAY REVOKE THEIR PROXIES AND VOTE IN PERSON DURING THE ANNUAL MEETING IF THEY SO DESIRE.
TABLE OF CONTENTS
| ABOUT THE MEETING | 1 |
|---|---|
| PROPOSAL 1 ELECTION OF DIRECTORS | 6 |
| PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS | 9 |
| PROPOSAL 3 APPROVAL OF THE REINCORPORATION TO DELAWARE | 11 |
| THE BOARD AND ITS COMMITTEES | 20 |
| OUR EXECUTIVE OFFICERS | 23 |
| EXECUTIVE COMPENSATION | 25 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 31 |
| OWNERSHIP OF COMMON STOCK | 32 |
| REPORT OF THE AUDIT COMMITTEE | 34 |
| OTHER INFORMATION | 35 |
| OTHER MATTERS | 35 |
Proxy Statement
DAKOTA GOLD CORP
106 Glendale Drive, Suite A
Lead, South Dakota 57754
This Proxy Statement is furnished to the stockholders of Dakota Gold Corp. (“Dakota Gold,” the “Company,” “we” or “our”) in connection with the solicitation of proxies by the board of directors of Dakota Gold Corp. (the “Board of Directors”) to be voted at the annual meeting of stockholders on May 14, 2024, or at any postponements or adjournments of the annual meeting. Our annual meeting is being held for the purposes set forth in the accompanying Notice of 2024 Annual Meeting of Stockholders. The Proxy Statement, proxy card and Annual Report to Stockholders, including financial statements for the year period ended December 31, 2023, were first made available to stockholders on or about April 3, 2024.
INTERNET AVAILABILITY OF PROXY MATERIALS
We will furnish our proxy materials through “Notice and Access” via the Internet in accordance with the rules adopted by the Securities and Exchange Commission (the “SEC”). In accordance with the “Notice and Access” model, we will furnish a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders who will have the ability to access the proxy materials on the website referred to in the Notice or to request a printed set of proxy materials. The Notice will contain instructions on how to access our proxy materials and how to vote. In addition, stockholders may request proxy materials in printed form by mail or electronically by email by writing to our Corporate Secretary at 106 Glendale Drive, Suite A, Lead, South Dakota, 57754 or atinfo@dakotagoldcorp.com. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings.
Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholders Meeting to be Held on May 14, 2024: The Proxy Statement, Proxy Card and Annual Report to Stockholders, including financial statements for the fiscal year ended December 31, 2023, are available at****https://odysseytrust.com/client/dakota-gold-corp/.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.