Trilogy Metals Inc.
For the period ended May 13, 2026. Filed Mar 27, 2026.
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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 13, 2026 · Filed Mar 27, 2026
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DEF 14A 1 tm266290d2_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by 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 Rule 14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
|---|---|
| ¨ | Fee computed on table below per Exchange Act Rules 14A-6(i)(1) and 0-11. |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | 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 number, or the Form or Schedule and the date of its filing. |
**Notice of
Annual Meeting
of Shareholders
&
Management
Information Circular
MEETING TO BE HELD May 13, 2026
Trilogy Metals Inc.
Suite 901, 510 Burrard Street
Vancouver, British Columbia
Canada V6C 3A8
Tel: 604-638-8088
Fax: 604-638-0644
Website: www.trilogymetals.com
Suite 901, 510 Burrard Street
Vancouver, British Columbia V6C 3A8
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting (the “Meeting”) of the shareholders (the “Shareholders”) of Trilogy Metals Inc. (the “Company”, “Trilogy”, or “Trilogy Metals”) will be held at the offices of the Company, Suite 901, 510 Burrard Street, Vancouver, British Columbia, V6C 3A8, on May 13, 2026 at 10:00 a.m. (Vancouver time), for the following purposes:
| 1. | to receive the Annual Report of the directors of the Company (the “Directors”) containing the consolidated financial statements of the Company for the year ended November 30, 2025, together with the Report of the Auditors thereon; |
| 2. | to elect the Directors of the Company for the forthcoming year; |
| 3. | to appoint the Auditors of the Company for the forthcoming year and to authorize the Directors to fix the Auditors’ remuneration; |
| 4. | to consider and, if deemed advisable, pass a non-binding resolution approving the compensation of the Company’s Named Executive Officers; and |
| 5. | to transact such further and other business as may properly come before the Meeting or any adjournment thereof. |
The specific details of the matters currently proposed to be put before the Meeting are set forth in the Circular accompanying and forming part of this Notice.
Only Shareholders of record at the close of business on March** **20, 2026 are entitled to receive notice of the Meeting and to vote at the Meeting.
To assure your representation at the Meeting, please complete, sign, date and return the enclosed proxy, whether or not you plan to personally attend. Sending your proxy will not prevent you from voting in person at the Meeting. All proxies completed byregistered Shareholders must be returned to the Company:
| (a) | by delivering the proxy to the Company’s transfer agent, Computershare Investor Services Inc. at its office at 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6, for receipt no later than May 11, 2026, at 10:00 a.m. (Vancouver time); |
| (b) | by fax to the Toronto office of Computershare Investor Services Inc., Attention: Proxy Tabulation at 416- 263-9524 or 1-866-249-7775 not later than May 11, 2026, at 10:00 a.m. (Vancouver time); |
| (c) | by telephone by calling 1-866-732-8683 toll-free in North America or (312) 588-4290 outside of North America, and following the instructions, no later than May 11, 2026, at 10:00 a.m. (Vancouver time); or |
| (d) | by internet, as instructed in the enclosed form of proxy, not later than May 11, 2026, at 10:00 a.m. (Vancouver time). |
Non-registered Shareholderswhose shares are registered in the name of an intermediary should carefully follow voting instructions provided by the intermediary. A more detailed description on returning proxies by non-registered Shareholders can be found on page 2 of the attached Circular.
The Company will use Notice-and-Access procedures adopted by the Canadian Securities Administrators to deliver this Notice and the Circular. Shareholders will receive a Proxy or VIF and the Notice-and-Access notification with instructions on how to access the Circular electronically. The Circular will be available on the Company’s website (www.trilogymetals.com), under the Company’s profile on SEDAR+ (www.sedarplus.ca) and in the United States, on EDGAR (www.sec.gov). The Meeting Materials will remain on the Company’s website for one full year. Shareholders who wish to receive more information about Notice-and-Access or to receive paper copies of the Circular or other proxy-related materials may contact the Company’s Corporate Secretary by email atinfo@trilogymetals.com.
DATED at Vancouver, British Columbia, this 27th day of March, 2026.
BY ORDER OF THE BOARD OF DIRECTORS
“Tony Giardini”
Tony Giardini
President and Chief Executive Officer
**TRILOGY METALS INC.
MANAGEMENT INFORMATION CIRCULAR
TABLE OF CONTENTS
| INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING | 1 |
|---|---|
| Solicitation of Proxies | 1 |
| Voting of Common Shares | 2 |
| Notice-and-Access | 3 |
| Exercise of Proxies | 4 |
| Revocation of Proxies | 4 |
| Voting Standards | 4 |
| MATTERS TO BE ACTED UPON AT MEETING | 6 |
| Election of Directors | 6 |
| Appointment of Auditors | 7 |
| Report of the Audit Committee | 8 |
| Non-Binding Advisory Vote on Executive Compensation | 8 |
| INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS | 9 |
| Share Ownership Policy | 17 |
| Meetings of the Board and Board Member Attendance at Annual Meeting | 18 |
| Cease Trade Order, Bankruptcy, Penalties and Sanctions | 18 |
| Family and Certain Other Relationships | 20 |
| Interest of Certain Persons or Companies in Matters to be Acted Upon | 20 |
| Independence of Directors | 20 |
| STATEMENT OF EXECUTIVE COMPENSATION | 20 |
| Compensation Discussion and Analysis | 20 |
| Objectives of Compensation Program | 20 |
| Executive Compensation Policies and Programs | 21 |
| Annual Compensation Decision-Making Process | 21 |
| Advisory Vote on Executive Compensation | 22 |
| Risk Assessment of Compensation Policies and Practices | 22 |
| Peer Group | 23 |
| Compensation Elements | 24 |
| Annual Incentive Plan | 24 |
| Stock-Based Incentive Plans | 26 |
| Retirement Plans | 27 |
| Benefits | 27 |
| Compensation Governance | 27 |
| Compensation Committee’s Relationship with its Independent Compensation Consultant | 28 |
| Employment Agreements | 28 |
-i -
| Termination of Employment or Change of Control | 29 |
|---|---|
| Summary Compensation Table | 31 |
| Incentive Awards in Lieu of Base Salaries | 32 |
| Pay-Versus-Performance Disclosure | 33 |
| Compensation Actually Paid Compared to TSR and Net Income | 34 |
| Nonqualified Deferred Compensation | 34 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 35 |
| Equity Compensation Plan Information as of November 30, 2025 | 35 |
| Equity Incentive Plan | 35 |
| RSU Plan | 39 |
| DSU Plan | 41 |
| Fixed DSU Plan | 42 |
| Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 44 |
| Summary of Securities Issued | 44 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS | 45 |
| DIRECTOR COMPENSATION | 46 |
| Director Compensation Table | 46 |
| DSU Plan for Directors | 46 |
| Incentive Plan Awards | 47 |
| Value Vested or Earned During the Year | 48 |
| INDEBTEDNESS OF DIRECTORS AND OFFICERS | 48 |
| INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS | 48 |
| Parent of Smaller Reporting Company | 48 |
| STATEMENT OF CORPORATE GOVERNANCE PRACTICES | 48 |
| Board of Directors | 49 |
| Ethical Business Conduct | 49 |
| Board Mandate | 50 |
| Position Descriptions | 51 |
| Orientation and Continuing Education | 51 |
| Board’s Role in Risk Oversight | 52 |
| Insider Trading and Anti-Hedging and Anti-Pledging Policy | 52 |
| Shareholder Communications to the Board | 53 |
| Audit Committee and Audit Committee Financial Expert | 53 |
| Corporate Governance and Nominating Committee | 53 |
| Director Nomination Policies | 54 |
| Board Renewal | 54 |
| Diversity Policy | 54 |
| Majority Voting Policy | 55 |
-ii -
| Other Board of Directors’ Committees | 56 |
|---|---|
| Assessments | 56 |
| OTHER BUSINESS | 56 |
| ADDITIONAL INFORMATION | 56 |
| HOUSEHOLDING | 57 |
| OTHER MATERIAL FACTS | 57 |
| SHAREHOLDER PROPOSALS | 57 |
| CERTIFICATE | 58 |
| APPENDIX A BOARD MANDATE | A-1 |
-iii -
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.