HYCROFT MINING HOLDING CORP

DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Check the appropriate box:

HYCROFT MINING HOLDING CORPORATION

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

HYCROFT MINING HOLDING CORPORATION

PO****Box 3030

Winnemucca, NV 89446

To the Stockholders of Hycroft Mining Holding Corporation:

You are cordially invited to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of Hycroft Mining Holding Corporation (“Hycroft”) to be held virtually on Thursday, May 23, 2024, at 11:30 a.m. Eastern Time, to consider and vote upon the following proposals to:

The Board unanimously recommends a vote “FOR” the election of each of the director nominees, “FOR” the ratification of Moss Adams LLP to serve as our independent registered public accounting firm, “FOR” the approval by non-binding, advisory vote the compensation of our named executive officers, “THREE YEARS” for the preferred frequency for future non-binding, advisory votes to approve the compensation of our named executive officers; and “FOR” the approval of the amendment and restatement of the HYMC 2020 Performance and Incentive Pay Plan.

The Board has fixed the close of business on March 26, 2024, as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any postponement(s) or adjournment(s) thereof. Accordingly, only stockholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Annual Meeting or any postponement(s) or adjournment(s) thereof.

Your vote is important. Please carefully read the proxy statement and accompanying Notice of Annual Meeting for more complete information on matters to be considered at the Annual Meeting.

If you have any questions regarding the accompanying proxy materials, you may contact Morrow Sodali LLC, our proxy solicitor, toll-free at (800) 607-0088 or email at hymc.info@investor.morrowsodali.com.

By Order of the Board,

Stephen A. Lang

Chairman of the Board

This proxy statement is being mailed with the form of proxy on or shortly after April 12, 2024.

IMPORTANT

Whether or not you expect to attend the Annual Meeting virtually, we strongly encourage you to designate the proxies and direct them on how to vote your shares via the Internet, mobile device, or mail as described in the proxy materials. If you hold shares through a brokerage or bank, you must instruct them how to vote your shares.

HYCROFT MINING HOLDING CORPORATION

PO****Box 3030

Winnemucca, NV 89446

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 23, 2024

To the Stockholders of Hycroft Mining Holding Corporation:

NOTICE IS HEREBY GIVEN that the 2024 annual meeting of stockholders (the “Annual Meeting”) of Hycroft Mining Holding Corporation, a Delaware corporation (“Hycroft” or the “Company”), will be held virtually on Thursday, May 23, 2024, at 11:30 a.m., Eastern Time, to consider and vote upon the following proposals to:

Only stockholders of record of the Company as of the close of business on March 26, 2024, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment(s) or postponement(s) thereof. Each share of the Company’s Common Stock entitles the holder thereof to one vote. We will furnish proxy materials to our stockholders via the Internet. Accordingly, we are mailing our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials. The Notice will provide instructions on accessing the attached proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2023, via the internet and how to vote online. The Notice of Internet Availability of Proxy Materials contains instructions on obtaining printed proxy materials.

We are holding our Annual Meeting virtually this year. To attend the Annual Meeting, you must register atwww.cstproxy.com/hycroftmining/2024 by 11:59 p.m., Eastern Time, on May 22, 2024. The Annual Meeting is accessible by using the invitation provided upon registration, where you can listen to the Annual Meeting live, submit questions, and vote online. We encourage you to access the Annual Meeting before the start time of 11:30 a.m., Eastern Time, on May 23, 2024. Please allow ample time for online check-in, beginning at 11:00 a.m., Eastern Time, on May 23, 2024. A complete list of stockholders entitled to vote at the Annual Meeting will be available on the Annual Meeting website above using the Virtual Control Number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. We encourage you to vote your shares before the Annual Meeting. You are urged to review the information in the enclosed proxy statement carefully before deciding how to vote your shares.

You may also access our proxy materials at the following website: www.cstproxy.com/hycroftmining/2024. If you have any questions regarding the accompanying proxy materials, you may contact Morrow Sodali LLC, our proxy solicitor, toll-free at (800) 607-0088 or email athymc.info@investor.morrowsodali.com.

By Order of the Board,

Rebecca A. Jennings

Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 23, 2024

This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023, are available atwww.cstproxy.com/hycroftmining/2024.

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