Atlas Lithium Corp
For the period ended Apr 15, 2024. Filed Apr 16, 2024.
View on SEC.govAbout this filing
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.
Apr 15, 2024 · Filed Apr 16, 2024
Contents
Cover page
Show cover page
DEF 14A 1 formdef14a.htm
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 (Amendment No. )
| Filed by the Registrant☒ | |
| 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)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Atlas Lithium Corporation
(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):
| ☒ | 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. |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON May 28, 2024
Dear Fellow Stockholders,
It is my pleasure to invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Atlas Lithium Corporation (the “Company”). The Annual Meeting will be held on May 28, 2024 at 10:00 a.m. Eastern time. The Annual Meeting will be a completely “virtual” meeting. You will be able to attend the meeting, as well as vote and submit your questions during the live webcast of the meeting, by visitingwww.virtualshareholdermeeting.com/ATLX2024 and entering the control number included on your proxy card or in the instructions that accompany your proxy materials. The purposes of the meeting are:
| 1. | To elect the five individuals named in the accompanying proxy statement to the Board of Directors, for terms expiring at the 2025 annual meeting; |
| 2. | To ratify the appointment of BF Borgers CPA PC as our independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| 3. | To approve equity grants as director compensation to the independent directors of the Company; |
| 4. | To approve, on a non-binding, advisory basis, the compensation of our named executive officers (“say-on-pay”); |
| 5. | To vote, on a non-binding, advisory basis, on the frequency (every year, two years or three years) of future say-on-pay votes (“say-on-frequency”); and |
| 6. | To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. |
Only stockholders of record at the close of business on April 1, 2024 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
On or about April 15, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023 (our “Annual Report”). The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our Annual Report can be accessed directly atwww.proxyvote.com. All you have to do is enter the control number located on your Notice or proxy card.
Your vote is important. Whether or not you plan to attend the virtual meeting, please vote as soon as possible. You may vote your shares by mail, by telephone or over the Internet.
By Order of the Board of Directors,
/s/ Marc Fogassa
Marc Fogassa
Chairman of the Board of Directors
April 15, 2024
TABLE OF CONTENTS
| Information About this Proxy Statement | 2 |
|---|---|
| Attending the Annual Meeting | 2 |
| Matters to be Voted on at the Annual Meeting | 2 |
| Information About Voting | 3 |
| Quorum Requirement | 4 |
| Required Votes for Action to be Taken | 4 |
| Information About the Company | 4 |
| Smaller Reporting Company | 4 |
| CORPORATE GOVERNANCE | 5 |
| Board of Directors | 5 |
| Director Independence | 5 |
| Controlled Company | 5 |
| Board Leadership Structure | 6 |
| Qualifications, Attributes, Skills, and Experience Represented on the Board | 6 |
| Hedging Policy | 6 |
| Role of the Board of Directors in Risk Oversight | 6 |
| Communications with the Board of Directors | 7 |
| Director Candidates | 7 |
| Board Diversity Matrix (As of April 15, 2024) | 8 |
| Code of Business Conduct and Ethics | 8 |
| MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS | 9 |
| Audit Committee | 9 |
| Compensation Committee | 9 |
| Nominations Committee | 10 |
| Meetings of the Board of Directors | 10 |
| PROPOSAL ONE: ELECTION OF DIRECTORS | 11 |
| PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF BF BORGERS CPA PC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR 2024 FISCAL YEAR | 13 |
| AUDIT RELATED MATTERS | 13 |
| Audit Fees | 13 |
| Pre-Approval Policies and Procedures | 13 |
| AUDIT COMMITTEE REPORT | 14 |
| PROPOSAL THREE: approval of equity grants as director compensation to the independent directors of the Company | 15 |
| PROPOSAL FOUR: Non-binding Vote on Executive Compensation | 16 |
| PROPOSAL FIVE: Non-binding Vote on Frequency of Stockholder Votes on Executive Compensation | 16 |
| MANAGEMENT | 17 |
| EXECUTIVE COMPENSATION | 18 |
| Summary Compensation Table | 18 |
| Narrative to Summary Compensation Table | 19 |
| Outstanding Equity Awards at Fiscal Year-End | 21 |
| Director Compensation | 21 |
| Equity Compensation Plan | 22 |
| Pay versus Performance | 23 |
| Pay Versus Performance Relationship Disclosures | 25 |
| Ownership BY Certain Beneficial Owners and Management | 26 |
| Delinquent Section 16(a) Reports | 28 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 29 |
| ADDITIONAL INFORMATION | 30 |
| Stockholder Proposals and Nominees for the 2025 Annual Meeting of Stockholders | 30 |
| Expenses of Soliciting Proxies | 30 |
| Householding | 30 |
| Other Matters | 30 |
Rua Buenos Aires, 10 – 14th Floor
Belo Horizonte, Minas Gerais, Brazil, 30.315-570
(833) 661-7900
PROXY STATEMENT
FOR THE
2024 ANNUAL MEETING OF STOCKHOLDERS
The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Atlas Lithium Corporation (the “Company”) will be held on Tuesday, May 28, 2024, at 10:00 a.m. Eastern time, atwww.virtualshareholdermeeting.com/ATLX2024. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023 (our “Annual Report”) is first being mailed on or about April 15, 2024 to all stockholders entitled to vote at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 28, 2024. Our proxy statement and Annual Report for the fiscal year ended December 31, 2023 are available at proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.