HYCROFT MINING HOLDING CORP
For the period ended Mar 25, 2026. Filed Mar 25, 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.
Mar 25, 2026 · Filed Mar 25, 2026
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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. )
| ☒ | Filed by the Registrant |
|---|---|
| ☐ | Filed by a Party other than the Registrant |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | 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 |
To the Stockholders of Hycroft Mining Holding Corporation:
You are cordially invited to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Hycroft Mining Holding Corporation (“Hycroft”) to be held virtually on Thursday, May 7, 2026, at 11:30 a.m., Eastern Time, to consider and vote upon the following proposals to:
| 1. | Elect five directors to serve on Hycroft’s Board of Directors (the “Board”) until the 2027 annual meeting of stockholders or until their successor is elected and qualified; |
| 2. | Ratify the Audit Committee’s appointment of Baker Tilly US, LLP (“Baker Tilly”) to serve as Hycroft’s independent registered public accounting firm for the year ending December 31, 2026; and |
| 3. | Transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof. |
The Board unanimously recommends a vote “FOR” the election of each of the director nominees, “FOR” the approval of the Incentive Plan, and “FOR” the ratification of Baker Tilly to serve as our independent registered public accounting firm.
The Board has fixed the close of business on March 13, 2026, 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,
Thomas S. Weng
Chairman of the Board
March 25, 2026
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.
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 7, 2026
To the Stockholders of Hycroft Mining Holding Corporation:
NOTICE IS HEREBY GIVEN that the 2026 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 7, 2026, at 11:30 a.m., Eastern Time, to consider and vote upon the following proposals to:
| 1. | Elect five directors, each to serve on Hycroft’s Board of Directors (the “Board”) until the 2027 annual meeting of stockholders or until their successor is elected and qualified; |
| 2. | Ratify the Audit Committee’s appointment of Baker Tilly US, LLP (“Baker Tilly”) to serve as Hycroft’s independent registered public accounting firm for the year ending December 31, 2026; and |
| 3. | Transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof. |
Only stockholders of record of the Company as of the close of business on March 13, 2026, 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 of Internet Availability of Proxy Materials will provide instructions on accessing the attached proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2025, 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 athttps://www.cstproxy.com/hycroftmining/2026 by 11:59 p.m., Eastern Time, on May 6, 2026. 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 7, 2026. Please allow ample time for online check-in, beginning at 11:00 a.m., Eastern Time, on May 7, 2026. 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:https://www.cstproxy.com/hycroftmining/2026. 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.sodali.com.
By Order of the Board,
Rebecca A. Jennings
General Counsel
March 25, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF****STOCKHOLDERS TO BE HELD ON MAY 7, 2026
This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025, are available athttps://www.cstproxy.com/hycroftmining/2026
PROXY STATEMENT
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT | 4 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 4 |
| PROPOSAL NO. 1 – ELECTION OF DIRECTORS | 9 |
| BOARD AND CORPORATE GOVERNANCE MATTERS | 13 |
| EXECUTIVE OFFICERS | 21 |
| EXECUTIVE COMPENSATION | 22 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 33 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 34 |
| DELINQUENT SECTION 16(a) REPORTS | 35 |
| PROPOSAL NO. 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 36 |
| REPORT OF THE AUDIT COMMITTEE | 37 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.