AMERICAN BATTERY TECHNOLOGY Co
For the period ended Oct 4, 2024. Filed Oct 4, 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.
Oct 4, 2024 · Filed Oct 4, 2024
Use the contents to explore the available documents and sections.
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 |
American Battery Technology Company
(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 all boxes that apply):
| ☒ | 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 |
American Battery Technology Company**
100 Washington Street, Suite 100
Reno, NV 89503
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
To Be Held on November 13, 2024
October 4, 2024
Dear Shareholders:
You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of American Battery Technology Company (“we,” “us” or the “Company”), on Wednesday, November 13, 2024, beginning at 12:00 p.m., Pacific Time, for the following purposes:
| 1. | To elect five directors to the Company’s Board of Directors (the “Board”) to serve until their respective successors are duly elected and qualified; |
| 2. | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending June 30, 2025; |
| 3. | To conduct a non-binding advisory vote approving executive compensation; |
| 4. | To conduct a non-binding advisory vote on the frequency of future advisory votes on executive compensation; |
| 5. | To approve the American Battery Technology Company 2024 Employee Stock Purchase Plan; |
| 6. | To approve an amendment to our articles of incorporation, as amended, to increase the number of our authorized shares of common stock from 80,000,000 to 250,000,000; and |
| 7. | To approve one or more adjournments of the Annual Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to approve any of the proposals at the time of the Annual Meeting. |
The Annual Meeting will be a virtual meeting of shareholders.
You may attend the online meeting and vote your shares electronically during the Annual Meeting via the internet by visiting: www.virtualshareholdermeeting.com/ABTC2024. We recommend that you log in at least fifteen minutes before the start of the Annual Meeting to ensure that you are logged in when the Annual Meeting starts.
The Board has fixed September 17, 2024, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. We will be using the “Notice and Access” method of providing proxy materials to you via the internet. On or about October 4, 2024, we will mail to our shareholders a Notice of Availability of Proxy Materials (“Notice”) containing instructions on how to access our Proxy Statement and our 2024 Annual Report on Form 10-K for the fiscal year ended June 30, 2024, and vote electronically via the internet. This Notice also contains instructions on how to receive a printed copy of your proxy materials. Only shareholders of record at the close of business on the record date are entitled to notice of, and to vote at the Annual Meeting.
You may vote over the internet, as well as by telephone or, if you requested to receive printed proxy materials, you can also vote by mail pursuant to instructions provided on the proxy card. Please review the instructions for each of your voting options described in the Proxy Statement, as well as in the Notice you will receive in the mail.
Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible by internet, telephone or mail. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you will receive in the mail, or, if you request to receive printed proxy materials, your enclosed proxy card. Please note that shares held beneficially in street name may be voted by you in person at the Annual Meeting only if you obtain a legal proxy from the broker, bank, trustee, or other nominee that holds your shares giving you the right to vote the shares.
Sincerely,
Ryan Melsert, Chief Executive Officer
TABLE OF CONTENTS
| PROXY STATEMENT | 4 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE MEETING | 4 |
| PROPOSAL 1 - ELECTION OF DIRECTORS PROPOSAL | 10 |
| CORPORATE GOVERNANCE AND BOARD MATTERS | 12 |
| Board and Shareholder Meetings and Attendance | 15 |
| Board Composition and Election of Directors | 16 |
| Independent Directors | 16 |
| Audit Committee | 16 |
| Report of the Audit Committee of the Board of Directors | 17 |
| Compensation Committee | 18 |
| Compensation Committee Interlocks and Insider Participation | 18 |
| Nominating and Corporate Governance Committee | 18 |
| Board Leadership Structure | 18 |
| Board’s Role in Risk Management | 19 |
| Communications with our Board of Directors | 19 |
| Code of Ethics and Business Conduct | 19 |
| Anti-Hedging Policy | 19 |
| Corporate Governance | 20 |
| Family Relationships | 20 |
| Board Diversity | 20 |
| Board Diversity Matrix | 20 |
| EXECUTIVE COMPENSATION | 21 |
| Summary Compensation Table | 21 |
| Outstanding Equity Awards at Fiscal Year-End | 22 |
| Employment Agreements | 23 |
| Severance Agreement | 25 |
| Delinquent Section 16(a) Reports | 25 |
| Incentive Compensation Recovery Policy | 25 |
| PAY VERSUS PERFORMANCE | 26 |
| DIRECTOR COMPENSATION | 27 |
| 2024 Director Compensation | 27 |
| Director Compensation Table | 28 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 28 |
| Series D Preferred Stock | 28 |
| Policies and Procedures Regarding Related Party Transactions | 28 |
| Interest of Certain Persons in Matters to be Acted Upon | 29 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 29 |
| PROPOSAL 2 - AUDITOR RATIFICATION PROPOSAL | 30 |
| PROPOSAL 3 - SAY-ON-PAY PROPOSAL | 32 |
| PROPOSAL 4 - SAY-ON-FREQUENCY PROPOSAL | 33 |
| PROPOSAL 5 – ESPP PROPOSAL | 34 |
| PROPOSAL 6 - AUTHORIZED SHARE AMENDMENT PROPOSAL | 38 |
| PROPOSAL 7 - ADJOURNMENT PROPOSAL | 41 |
| HOUSEHOLDING OF PROXY MATERIALS | 42 |
| SUBMISSION OF SHAREHOLDER PROPOSALS AND NOMINATIONS | 42 |
| OTHER MATTERS | 42 |
| APPENDIX A - CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF AMERICAN BATTERY TECHNOLOGY COMPANY | 43 |
| APPENDIX B – AMERICAN BATTERY TECHNOLOGY COMPANY 2024 EMPLOYEE STOCK PURCHASE PLAN | 44 |
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS:
Copies of this Notice, the Proxy Statement following this Notice and the Annual Report to Shareholders are available at www.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.