![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Klondex Mines Ltd. (delisted) | AMEX:KLDX | AMEX | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.16 | 0.00 | 01:00:00 |
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
British Columbia
|
|
98-1153397
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer Identification No.)
|
6110 Plumas Street, Suite A Reno, Nevada
|
|
89519
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Securities registered pursuant to Section 12(b) of the Act:
|
||
Title of each class
|
|
Name of exchange on which registered
|
Common Shares, no par value
|
|
NYSE American LLC
|
Securities registered pursuant to Section 12(g) of the Act: None
|
Large accelerated filer
|
|
o
|
|
Accelerated filer
|
|
ý
|
Non-accelerated filer
|
|
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
o
|
|
|
|
|
Emerging growth company
|
|
ý
|
|
||||
|
|
|
|
Page
|
|
|
|
|
|
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
Name
|
|
Age
|
|
Position(s) with the Company
|
Rodney Cooper
|
|
60
|
|
Director
|
Mark J. Daniel
|
|
71
|
|
Director
|
James Haggarty
|
|
53
|
|
Director
|
Richard J. Hall
|
|
67
|
|
Director and Chairman
|
Paul Huet
|
|
49
|
|
President and Chief Executive Officer and Director
|
William Matlack
|
|
63
|
|
Director
|
Charles Oliver
|
|
55
|
|
Director
|
Blair Schultz
|
|
41
|
|
Director
|
Barry Dahl
|
|
54
|
|
Chief Financial Officer and Corporate Secretary
|
Mike Doolin
|
|
56
|
|
Chief Operating Officer
|
Brian Morris
|
|
57
|
|
Senior VP, Exploration
|
John Antwi
|
|
50
|
|
Senior VP, Strategic Development
|
•
|
providing advice regarding NEO (as defined herein) compensation program design and pay levels;
|
•
|
providing advice regarding non-executive director compensation structure and levels;
|
•
|
providing information regarding ongoing and emerging market trends in executive compensation, director compensation and related corporate governance; and
|
•
|
providing advice to the Compensation and Governance Committee in advance of their meetings.
|
|
|
2016
|
|
2017
|
Executive Compensation-Related Fees
|
|
C$61,465
|
|
C$38,141
|
All Other Fees
|
|
Nil
|
|
Nil
|
•
|
attracting and retaining talented, qualified and effective executives;
|
•
|
motivating the short and long-term performance of these executives; and
|
•
|
aligning their interests with the interests of the Company's Shareholders.
|
|
Company
|
|
|
Kirkland Lake Gold Inc.
|
|
|
Torex Gold Resources Inc.
|
|
|
Premier Gold Mines Limited
|
|
|
Guyana Goldfields Inc.
|
|
|
SSR Mining Inc. (formerly Silver Standard Resources Inc.)
|
|
|
Fortuna Silver Mines Inc.
|
|
|
Richmont Mines Inc.
|
|
|
Mandalay Resources Corporation
|
|
|
Argonaut Gold Inc.
|
|
•
|
Paul Huet,
President and Chief Executive Officer
;
|
•
|
Barry Dahl,
Chief Financial Officer and Corporate Secretary
;
|
•
|
John Antwi,
Senior Vice President of Corporate Development and Planning
;
|
•
|
Michael Doolin,
Chief Operating Officer
; and
|
•
|
John Seaberg,
Former Senior Vice President of Strategic Relations and Corporate Development
.
|
Base Salary
|
x
|
Target Bonus Rate
|
x
|
[
|
Corporate Score Weighting
|
x
|
Corporate Score
|
+
|
Individual Score Weighting
|
x
|
Individual Score
|
]
|
=
|
Actual STIP Bonus
|
Objective
|
2017 Goal
|
Scale of Payout Percentage
|
2017 Actual
|
2017 Payout Score
|
|||
0%
|
50%
|
100%
|
150%
|
||||
Health & Safety:
Mine Safety and Health Administration total medical reportable incidences
(2)
|
Lower than 2.39 (i.e., 2016 record)
|
>2.63
|
<2.39
|
<1.91
|
<1.67
|
2.9
|
95%
|
Environmental:
|
|
|
|
|
|
|
|
Environmental Compliance Incidence
|
2
|
4
|
3
|
2
|
0
|
0
|
150%
|
Production:
Production (gold equivalent ounces recovered)
|
225k
|
<175k
|
>200k
|
>225k
|
>250k
|
189k
|
30%
|
All in Costs:
For Fire Creek, Midas, True North, Hollister, Aurora and Corporate
|
US$1,100
|
>US$1,250
|
US$1,130-US$1,250
|
US$1,070-US$1,130
|
<US$1,070
|
US$1,362
|
0%
|
Share Price:
Comparison of share price to share price of peer group (taking out the high/low) minus takeovers or bankruptcies
(1)
|
Outperform Median of Peer Group
|
0%
|
5%
|
10%
|
25%
|
37% below the median
|
0%
|
(1)
|
The companies included in the peer group for 2017 are disclosed above under "
Peer Group
".
|
(2)
|
2017 Actual was 1.47 for the US and 5.2 for Canada. Payout score based on US safety record below 1.67 which is at the 150% payout target offset by lower than expected safety score at the Canadian operations.
|
Objective
|
Weight
(A)
|
Score
(B)
|
Weighted Score
(A x B)
|
Health & Safety
|
20%
|
95%
|
19.0%
|
Environmental
|
5%
|
150%
|
8%
|
Production
|
30%
|
30%
|
15%
|
All in Costs
|
30%
|
0%
|
0.0%
|
Share price
|
15%
|
0%
|
0.0%
|
TOTAL OBJECTIVE MET
|
100%
|
--
|
42%
|
TOTAL PAID
|
|
|
30%
|
Objective
|
Actual
|
Weight %
(A)
|
Performance Score (B)
|
Weighted Score
(A x B)
|
Meet Free Cash Flow Expectations
|
Not Completed
|
40%
|
0%
|
0%
|
Succession Planning
|
Completed
|
30%
|
80%
|
24%
|
Strategic Plan to Become Premier Mid-Tier Gold Producer
|
Completed
|
30%
|
75%
|
23%
|
Total
|
--
|
100%
|
--
|
47%
|
Objective
|
Actual
|
Weight %
(A)
|
Performance Score (B)
|
Weighted Score
(A x B)
|
Meet Free Cash Flow Expectations
|
Not Completed
|
40%
|
0%
|
0%
|
Succession Planning
|
Completed
|
40%
|
80%
|
32%
|
Strategic Plan to Become Premier Mid-Tier Gold Producer
|
Completed
|
20%
|
75%
|
15%
|
Total
|
--
|
100%
|
--
|
47%
|
Objective
|
Actual
|
Weight %
(A)
|
Performance Score (B)
|
Weighted Score
(A x B)
|
Implement Enterprise Risk Management System
|
Completed
|
40%
|
80%
|
32%
|
Development M&A Plan
|
Completed
|
20%
|
80%
|
16%
|
Implement Capital Management Program
|
Completed
|
20%
|
75%
|
15%
|
Develop Strategy to Grow Production
|
Completed
|
20%
|
25%
|
5%
|
Total
|
--
|
100%
|
--
|
68%
|
(1)
|
Mr. Antwi served as Senior Vice President, Strategic Development for the fiscal year 2017
|
Objective
|
Actual
|
Weight %
(A)
|
Performance Score (B)
|
Weighted Score
(A x B)
|
Meet Operating Cash Flow Expectations
|
Not Completed
|
40%
|
0%
|
0%
|
Develop Strategy to Grow Production
|
Completed
|
30%
|
25%
|
8%
|
Implement Capital Management Program
|
Completed
|
30%
|
75%
|
23%
|
Total
|
--
|
100%
|
--
|
31%
|
Objective
|
Actual
|
Weight %
(A)
|
Performance Score (B)
|
Weighted Score
(A x B)
|
Complete Perception Study of Analyst and Buy-Side and Implement Findings
|
Completed
|
35%
|
50%
|
18%
|
Strategically Align Analyst Valuation
|
Completed
|
20%
|
50%
|
10%
|
Develop Global Marketing Strategy
|
Completed
|
20%
|
50%
|
10%
|
Expand Shareholder Base Outside of North America
|
Not Completed
|
25%
|
0%
|
0%
|
Total
|
--
|
100%
|
--
|
38%
|
Named Executive Officer
|
Annual Salary
(A)
|
Target Bonus Rate (B)
|
Weighting of Corporate Objectives (C)
|
Weighting of Individual Objectives (D)
|
Corporate Objectives Score
(E)
|
Individual Objectives Score
(F)
|
Total 2017 STIP Bonus
|
Paul Huet
|
US$460,000
|
100%
|
85%
|
15%
|
30%
|
47%
|
$149,730
|
Barry Dahl
|
US$275,000
|
60%
|
60%
|
40%
|
30%
|
47%
|
$60,720
|
John Antwi
|
US$240,000
|
50%
|
60%
|
40%
|
30%
|
68%
|
$54,240
|
Michael Doolin
|
US$310,000
|
60%
|
60%
|
40%
|
30%
|
31%
|
$56,544
|
John Seaberg
(1)
|
US$256,800
|
50%
|
60%
|
40%
|
30%
|
38%
|
$42,629
|
(1)
|
Mr. Seaberg's employment as Senior Vice President of Strategic Relations and Corporate Development of the Company ended on January 9, 2018.
|
NEO
|
Number of Time-Based RSUs Granted
|
Number of Performance RSUs Granted
|
Value of Time-Based RSU Awards
(1)
(US$)
|
Value of Performance RSU Awards Assuming Target Performance
(1)(2)
(US$)
|
Value of Performance RSU Awards Assuming Maximum Performance
(1)(3)
(US$)
|
Total Value of Share Based Awards Assuming Target Performance
(1)(2)(4)
(US$)
|
Total Value of Share Based Awards Assuming Maximum Performance
(1)(3)
(US$)
|
P. Huet
|
123,846
|
123,846
|
416,091
|
416,091
|
624,137
|
832,183
|
1,040,229
|
B. Dahl
|
35,962
|
35,962
|
120,823
|
120,823
|
181,235
|
241,647
|
302,058
|
J. Antwi
|
31,385
|
31,385
|
105,445
|
105,445
|
158,169
|
210,891
|
263,614
|
M. Doolin
|
40,538
|
40,538
|
136,197
|
136,197
|
204,296
|
272,395
|
340,494
|
J. Seaberg
(5)
|
33,582
|
33,582
|
112,827
|
112,827
|
169,240
|
225,654
|
282,067
|
(1)
|
Represents the aggregate grant date fair value of time-based RSUs and Performance RSUs, as applicable, granted in 2017 pursuant to the New Share Incentive Plan, measured in accordance with the Financial Accounting Standards Board ("
FASB
") ASC 718. Awards are valued based on the price of our common shares on the TSX, which is denominated in C$, and amounts represented are converted to US$ based on the noon C$ to US$ exchange rate on the date of grant or, in the case where the TSX is closed, on the business day prior to the date of grant.
|
(2)
|
The "target" performance for Performance RSUs will be achieved if the relative return of the Klondex Shares on the TSX equals the return of the Index for all performance periods, or if the weighted average performance score across all performance periods otherwise equals 1.0. In the event that the "target" performance is achieved, an NEO will be entitled to redeem each Performance RSU for one common share of the Company on the vesting date, subject to the terms of the New Share Incentive Plan.
|
(3)
|
The "maximum" performance for Performance RSUs will be achieved if the relative return of our common share on the TSX exceeds the return of the Index for all performance periods by at least 25% (assuming the relative return of our common share is also positive for all performance periods). In the event that the "maximum" performance is achieved, an NEO will be entitled to redeem each Performance RSU for 1.5 shares of the Company on the vesting date, subject to the terms of the New Share Incentive Plan.
|
(4)
|
The number of time-based RSUs and Performance RSUs issued to each of Messrs. Huet, Dahl, Antwi, Doolin and Seaberg under the New Share Incentive Plan in 2017 was recommended by the Compensation and Governance Committee on May 11, 2017 and the actual grants of such time-based RSUs and Performance RSUs were made on the same day.
|
(5)
|
Mr. Seaberg's employment as Senior Vice President of Strategic Relations and Corporate Development of the Company ended on January 9, 2018.
|
NEO
|
Employer Health Insurance Plan (US$)
|
Employer 401k Match (US$)
|
Benefit Premium Payment (US$)
|
Supple-mental Medical Insurance (US$)
|
Life Insurance Premiums (US$)
|
Other (US$)
|
Total (US$)
|
P. Huet
|
16,429
|
12,358
|
4,383
|
12,048
|
—
|
—
|
65,243
|
B. Dahl
|
16,429
|
6,582
|
4,383
|
10,932
|
—
|
—
|
38,325
|
M. Doolin
|
12,400
|
10,506
|
3,304
|
10,932
|
—
|
—
|
60,042
|
J. Antwi
|
16,429
|
8,384
|
4,383
|
10,932
|
—
|
—
|
40,128
|
J. Seaberg
(1)
|
16,429
|
14,687
|
4,288
|
10,932
|
—
|
—
|
46,336
|
(1)
|
Mr. Seaberg's employment as Senior Vice President of Strategic Relations and Corporate Development of the Company ended on January 9, 2018.
|
Name and Principal Position
|
Type of Award
|
Grant Date
|
Approval Date
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
(1)
|
Estimated Future Payouts Under Equity Incentive Plan Awards
(6)
|
All Other Stock Awards: Number of Shares of Stock or Stock Units (#)
|
Grant Date Fair Value of Stock and Option Awards
(4)
(US$)
|
|||
Target (US$)
|
Threshold (#)
|
Target (#)
|
Maximum (#)
|
|||||||
Paul Huet,
President and Chief Executive Officer
|
STIP Bonus
|
|
|
460,000
|
|
|
|
|
|
|
RSUs
(2)
|
11-May-17
|
11-May-17
|
|
|
|
|
123,846
|
416,091
|
||
Performance RSUs
(3)
|
11-May-17
|
11-May-17
|
|
61,923
|
123,846
|
185,769
|
|
416,091
|
||
Barry L. Dahl,
Chief Financial Officer and Corporate Secretary
|
STIP Bonus
|
|
|
165,000
|
|
|
|
|
|
|
RSUs
(2)
|
11-May-17
|
11-May-17
|
|
|
|
|
35,962
|
120,823
|
||
Performance RSUs
(3)
|
11-May-17
|
11-May-17
|
|
17,981
|
35,962
|
53,943
|
|
120,823
|
||
John Antwi,
Senior VP of Strategic Development
|
STIP Bonus
|
|
|
120,000
|
|
|
|
|
|
|
RSUs
(2)
|
11-May-17
|
11-May-17
|
|
|
|
|
31,385
|
105,446
|
||
Performance RSUs
(3)
|
11-May-17
|
11-May-17
|
|
15,693
|
31,385
|
47,078
|
|
105,446
|
||
Michael Doolin,
Chief Operating Officer
|
STIP Bonus
|
|
|
186,000
|
|
|
|
|
|
|
RSUs
(2)
|
11-May-17
|
11-May-17
|
|
|
|
|
40,538
|
136,197
|
||
Performance RSUs
(3)
|
11-May-17
|
11-May-17
|
|
20,269
|
40,538
|
60,807
|
|
136,197
|
||
John Seaberg
(5)
,
Senior VP Investor Relations and Corporate Development
|
STIP Bonus
|
|
|
128,400
|
|
|
|
|
|
|
RSUs
(2)
|
11-May-17
|
11-May-17
|
|
|
|
|
33,582
|
112,827
|
||
Performance RSUs
(3)
|
11-May-17
|
11-May-17
|
|
16,791
|
33,582
|
50,373
|
|
112,827
|
||
(1)
Represents the target STIP Bonus amounts for 2017. The STIP Bonuses do not include threshold or maximum award levels and the minimum payout for an NEO is nil, assuming all performance criteria are not met and are credited with a score of zero. In the case of Mr. Huet, his STIP Bonus target is 100% of his annual salary. In the case of Messrs., Doolin and Dahl the target is 60% while all other NEOs STIP Bonus target is 50% of their respective annual salary. The annual cash bonuses do not include threshold or maximum award levels.
|
||||||||||
(2)
Refers to time-based RSUs. Awards are granted in C$ and converted to a US$ value based on the noon C$ to US$ exchange rate on date of grant or in the case where the TSX market is closed, the prior day noon exchange rate. Grants vest 1/3 per year over a 3 year period on each of the first, second, and third anniversaries of date of grant.
|
||||||||||
(3)
The Performance RSUs granted under the restricted share unit plan component of the New Share Incentive Plan for the performance period ending 5/11/2020 vest 20% on the first and second anniversaries of date of grant and 60% on the third anniversary of the date of grant upon the satisfaction of certain performance criteria.
|
||||||||||
(4)
The share-based awards are based on the fair value of the award on the grant date and converted to a US$ value based on the noon C$ to US$ exchange rate on date of grant or in the case where the TSX market is closed, the prior day noon exchange rate.
|
||||||||||
(5)
Mr. Seaberg's employment with the Company ended subsequent to the year ended December 31, 2017 on January 8, 2018.
|
||||||||||
(6)
Equity incentive plan awards known as Long Term Incentive Plans or "LTIP" are calculated on the following percentages; Paul Huet 175%, Barry Dahl 85%, John Antwi 85%, Michael Doolin 85%, John Seaberg 85%
|
(6)
The options granted under the Prior Share Incentive Plan on 7/28/2015 vest(ed) 1/3 at 1/28/2016, 1/3 at 7/28/2016, and 1/3 at 7/28/2017.
|
|||||||||||||||||
(7)
The restricted share units granted under the Prior Share Incentive Plan on 7/24/2015 vest 1/5 at 7/24/2016, 1/5 at 7/24/2017, and 3/5 at 7/24/2018.
|
|||||||||||||||||
(8)
The time-based RSUs share units granted under the New Share Incentive Plan on 8/12/2016 vest 1/3 at 6/17/2017, 1/3 at 6/17/2018, and 1/3 at 6/17/2019.
|
|||||||||||||||||
(9)
The Performance RSUs granted under the New Share Incentive Plan on 8/12/2016 vest 100% at 6/17/2019 upon satisfaction of certain performance criteria as discussed in the compensation disclosure and analysis and assume a target performance rating.
|
|||||||||||||||||
(10)
The time-based RSUs granted under the Prior Share Incentive Plan on 5/13/2016 vest 1/5 at 7/31/2016, 1/5 at 7/31/2017, and 3/5 at 7/31/2018.
|
|||||||||||||||||
(11)
The time-based RSUs granted under the New Share Incentive Plan on 9/30/2016 vest 1/3 each on 12/29/2016, 6/15/2017, and 6/15/2018.
|
|||||||||||||||||
(12)
The time-based RSUs granted under the New Share Incentive Plan on 5/11/2017 vest 1/3 each on 5/11/2018, 5/11/2019, and 5/11/2020.
|
|||||||||||||||||
(13)
The Performance RSUs granted under the New Share Incentive Plan on 5/11/2017 vest 1/5 each on 5/11/2018 and 5/11/2019 and 3/5 on 5/11/2020.
|
|||||||||||||||||
(14)
Mr. Seaberg's employment with the Company ended subsequent to the year ended December 31, 2017 on January 8, 2018.
|
|
Name
|
Option Awards
|
Stock Awards
|
||||||
Number of Shares Acquired on Exercise
|
Value Realized on Exercise
(1)
|
Number of Shares Acquired on Vesting
|
Value Realized on Vesting
(2)
|
|||||
(#)
|
(US$)
|
(#)
|
(US$)
|
|||||
Paul Huet,
President and Chief Executive Officer
|
500,000
|
|
1,582,661
|
|
69,007
|
|
238,540
|
|
Barry L. Dahl,
Chief Financial Officer and Corporate Secretary
|
Nil
|
|
Nil
|
|
31,363
|
|
107,563
|
|
John Antwi,
Senior VP of Strategic Development
|
Nil
|
|
Nil
|
|
7,667
|
|
27,245
|
|
Michael Doolin,
Chief Operating Officer
|
Nil
|
|
Nil
|
|
33,676
|
|
115,604
|
|
John Seaberg
(3)
,
Senior VP Investor Relations and Corporate Development
|
Nil
|
|
Nil
|
|
17,721
|
|
59,638
|
|
(1) Represents the aggregate dollar value of all option based awards exercised during the last completed fiscal year, calculated by multiplying the number of options exercised by the difference between the market price of the underlying common shares at exercise and the exercise price of the options. Awards are granted in CAD and the USD value realized as represented in the table was calculated using the noon exchange rate on the date of exercise.
|
||||||||
(2) Represents the aggregate dollar value realized upon vesting of share-based awards during the last completed fiscal year, calculated by multiplying the number of shares acquired upon vesting by the fair market value of the underlying common shares at vesting. In the case where vesting dates fell on a date where the TSX was closed, the prior day close price was used for calculation. Awards are granted in CAD and the USD value realized as presented in the table was calculated using the noon exchange rate on the date of vesting.
|
||||||||
(3) Mr. Seaberg's employment with the Company ended subsequent to the year ended December 31, 2017 on January 8, 2018.
|
(i)
|
Mr. Huet's monthly base salary (determined as of the termination date) multiplied by 24; plus
|
|
|
(ii)
|
the monthly premium cost of Group Benefits coverage multiplied by 24; plus
|
|
|
(iii)
|
an amount equal to two times Mr. Huet's then current target bonus amount for the year in which the termination date occurs (or if the target bonus amount for the year in which the termination date occurs has not been determined as of the termination date, the target bonus amount for the year prior to the termination date); plus
|
|
|
(iv)
|
an amount equal to 4% of Mr. Huet's monthly base salary (determined as of the termination date) multiplied by 24.
|
(i)
|
the NEO's monthly base salary (determined as of the termination date) multiplied by 12, provided that for each completed year of service (but not to exceed six years) measured from the NEO's date of hire, an additional amount equal to one month's base salary will be added; plus
|
|
|
(ii)
|
the monthly premium cost of Group Benefits coverage multiplied by 12, provided that for each completed year of service (but not to exceed six years) measured from the NEO's date of hire, an additional amount equal to one month's premium cost will be added; plus
|
|
|
(iii)
|
an amount equal to the NEO's then current target bonus amount for the year in which the termination date occurs (or if the target bonus amount for the year in which the termination date occurs has not been determined as of the termination date, the target bonus amount for the year prior to the termination date) plus an additional amount equal to 1/12th of such bonus amount for each completed year of service (but not to exceed six years) measured from the NEO's date of hire; plus
|
(iv)
|
an amount equal to 4% of the NEO's monthly base salary (determined as of the termination date) multiplied by 12, provided that for each completed year of service (but not to exceed six years) measured from the NEO's date of hire, an additional amount equal to 4% of one month's base salary will be added.
|
Named Executive Officer
|
|
Termination without "just cause" (US$)
|
|
Termination without "just cause" or for "good reason" following "change of control" (US$)
|
||
Paul Huet
|
|
|
|
|
||
Cash severance entitlement
(1)
|
|
1,738,800
|
|
|
1,738,800
|
|
Acceleration of equity awards
(2)
|
|
1,144,057
|
|
|
1,144,057
|
|
Group Benefits entitlement
(3)
|
|
62,472
|
|
|
62,472
|
|
Total Termination Entitlement
|
|
2,945,329
|
|
|
2,945,329
|
|
|
|
|
|
|
||
Barry Dahl
|
|
|
|
|
||
Cash severance entitlement
(1)
|
|
601,333
|
|
|
601,333
|
|
Acceleration of equity awards
(2)
|
|
373,414
|
|
|
373,414
|
|
Group Benefits entitlement
(3)
|
|
49,957
|
|
|
49,957
|
|
Total Termination Entitlement
|
|
1,024,704
|
|
|
1,024,704
|
|
|
|
|
|
|
||
John Antwi
|
|
|
|
|
||
Cash severance entitlement
(1)
|
|
400,400
|
|
|
400,400
|
|
Acceleration of equity awards
(2)
|
|
200,619
|
|
|
200,619
|
|
Group Benefits entitlement
(3)
|
|
40,590
|
|
|
40,590
|
|
Total Termination Entitlement
|
|
641,609
|
|
|
641,609
|
|
|
|
|
|
|
||
Michael Doolin
|
|
|
|
|
||
Cash severance entitlement
(1)
|
|
720,233
|
|
|
720,233
|
|
Acceleration of equity awards
(2)
|
|
422,575
|
|
|
422,575
|
|
Group Benefits entitlement
(3)
|
|
30,019
|
|
|
30,019
|
|
Total Termination Entitlement
|
|
1,172,827
|
|
|
1,172,827
|
|
|
|
|
|
|
||
John Seaberg
|
|
|
|
|
||
Cash severance entitlement
(1)
|
|
461,384
|
|
|
461,384
|
|
Acceleration of equity awards
(2)
|
|
312,631
|
|
|
312,631
|
|
Group Benefits entitlement
(3)
|
|
43,503
|
|
|
43,503
|
|
Total Termination Entitlement
|
|
817,518
|
|
|
817,518
|
|
(1)
|
Represents cash payments based on base salary and target STIP Bonus amounts, as modified for length of service (other than for Mr. Huet).
|
(2)
|
Represents amounts received in respect of (i) stock options exercised upon accelerated vesting, where the value is based on the difference between the market price of our common shares underlying the options and the exercise price of the options as at December 29, 2017 and was converted from C$ to US$ based on the daily exchange rate on December 29, 2017, the last business day of the year, which was US$1.00 per C$1.2529; and (ii) cash payments for accelerated vesting of time-based RSUs and Performance RSUs, based on the closing price of our common shares of C$3.26 as listed on the TSX on December 29, 2017, the last trading date of the year on which the TSX was open.
|
(3)
|
Represents amounts received in respect of total Group Benefits, as modified for length of services (other than for Mr. Huet).
|
Name
(1)
(2)
|
Fees Earned or
Paid in Cash
(3)
(US$)
|
Share Awards
(4)
(US$)
|
Total
(US$)
|
|||
Rodney Cooper
|
53,476
|
|
82,693
|
|
136,169
|
|
Mark J. Daniel
|
53,476
|
|
82,693
|
|
136,169
|
|
James Haggarty
|
54,673
|
|
82,693
|
|
137,366
|
|
Richard J. Hall
(5)(6)
|
157,708
|
|
165,382
|
|
323,090
|
|
William Matlack
|
83,898
|
|
82,693
|
|
166,590
|
|
Charles Oliver
|
52,478
|
|
82,693
|
|
135,171
|
|
Blair Schultz
|
48,288
|
|
82,693
|
|
130,981
|
|
(1)
|
Paul Huet does not receive compensation for acting as a director of the Company. All compensation paid by the Company to Mr. Huet is disclosed under
"Summary Compensation Table"
above.
|
(2)
|
In the case of Mr. Hall, all fees are paid in US$. In the case of Messrs. Cooper, Daniel, Haggarty, Matlack, Oliver, and Schultz, all fees are paid in C$, and the US$ value in this table is calculated using the noon exchange rate as of December 29, 2017, the last business day of the year, which was C$1.2529 per US$1.00.
|
(3)
|
Includes all fees awarded, earned or paid in cash for services as a director, including annual Board, committee and chair retainer fees.
|
(4)
|
These amounts represent the value of DSUs granted during 2017, based on the fair value of the award on the grant date calculated in accordance with FASB ASC 718 and converted from CAD to USD based on the noon exchange rate on December 29, 2017, the last business day of the year.
|
(5)
|
Mr. Hall's role as Chairman is a non-executive position and is on a part-time basis.
|
(6)
|
Fees received by Mr. Hall are paid by the Company under the Chairman Agreement in respect of Mr. Hall's services to the Company as Chairman of the Board and compensation paid by the Company to Mr. Hall under the Hall Agreement. Payments under the Hall Agreement ceased as of July 1, 2017.
|
•
|
each person (including any "group") who is known by the Company to beneficially own more than 5% of the Company's issued and outstanding common shares of the Company.
|
Directors and Named Executive Officers
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Class
|
||
Paul Huet
(1)
|
|
845,876
|
|
|
*
|
|
Barry Dahl
(2)
|
|
402,892
|
|
|
*
|
|
John Antwi
(3)
|
|
146,364
|
|
|
*
|
|
Michael Doolin
(4)
|
|
334,093
|
|
|
*
|
|
Rodney Cooper
(5)
|
|
234,987
|
|
|
*
|
|
Mark Daniel
(6)
|
|
70,316
|
|
|
*
|
|
James Haggarty
(7)
|
|
294,270
|
|
|
*
|
|
Richard Hall
(8)
|
|
569,625
|
|
|
*
|
|
William Matlack
(9)
|
|
1,419,488
|
|
|
*
|
|
Charles Oliver
(10)
|
|
145,046
|
|
|
*
|
|
Blair Schultz
(11)
|
|
1,044,333
|
|
|
*
|
|
All directors and executive officers as a group (11 individuals)
(12)
|
|
5,507,290
|
|
|
3.07
|
%
|
5% Shareholders
|
|
|
|
|
||
Van Eck Associates Corporation
(13)
|
|
10,596,964
|
|
|
5.90
|
%
|
666 Third Ave - 9
th
Fl, New York, New York 10017
|
|
|
|
|
||
Sentry Investments Corp. et al.
(14)
|
|
12,963,900
|
|
|
7.22
|
%
|
199 Bay Street, Suite 2700, Commerce Court West, PO Box 108
|
|
|
|
|
||
Toronto, Ontario M5L 1E2
|
|
|
|
|
||
US Global Investors Inc. et al,
(15)
|
|
11,606,500
|
|
|
6.46
|
%
|
7900 Callaghan Road, San Antonio, Texas 78229
|
|
|
|
|
||
Cambridge Global Asset Management
(16)
|
|
25,655,311
|
|
|
14.28
|
%
|
A Business unit of CI Investments Inc.
|
|
|
|
|
||
2 Queen Street East, Twentieth Floor
|
|
|
|
|
||
Toronto, Ontario M5C 3G7
|
|
|
|
|
(17)
Based upon information regarding Company holdings reported by way of a Schedule 13G filed on March 5, 2018 by (i) Waterton Mining Parallel Fund Offshore Master, LP (“Waterton Mining LP”), (ii) Waterton Mining Parallel Fund Offshore GP Corp. (“Waterton Mining GP”), (iii) Waterton Global Resource Management, Inc. (“WGRM Inc.”), (iv) Waterton Nevada Splitter, LLC (“Waterton Nevada”), (v) Waterton Precious Metals Fund II Cayman, LP (“Waterton Fund II”), (vi) Waterton Global Resource Management, LP (“WGRM LP”), (vii) Waterton Global Resource Management Cayman Corp. (“WGRM Corp.”), (viii) Richard J. Wells (“Wells”), (ix) Cheryl Brandon (“Brandon”), (x) Kanwaljit Toor (“Toor”), (xi) Kalman Schoor (“Schoor”) and (xii) Isser Elishis (“Elishis”). Each of WGRM Inc., Wells, Brandon, Toor, Schoor and Elishis has shared voting power and shared dispositive power with respect to 18,604, 814. Each of Waterton Fund II, WGRM LP and WGRM Corp. has shared voting power and shared dispositive power with respect to 13,107,754 common shares. Each of Waterton Mining LP and Waterton Mining GP has shared voting power and shared dispositive power with respect to 5,497,060 common shares, and Waterton Nevada has shared voting power and shared dispositive power with respect to 7,600,000. Waterton Mining GP is the general partner of Waterton Mining LP. WGRM Inc. is the sole shareholder of Waterton Mining GP and also provides investment advisory services to Waterton Mining LP. Elishis is the sole manager of Waterton Nevada. Waterton Fund II is the holder of a majority of the outstanding membership interests of Waterton Nevada. WGRM LP is the general partner of Waterton Fund II. WGRM Corp. is the general partner of WGRM LP. WGRM Inc. is the sole shareholder of WGRM Corp. and also provides investment advisory services to Waterton Fund II. Wells, Brandon, Toor, Schoor and Elishis are the shareholders of WGRM Inc. and collectively, indirectly have the voting and dispositive power of the common shares beneficially owned by Waterton Mining LP, the common shares beneficially owned by Waterton Nevada (including 5,000,000 common shares of Klondex issuable upon exercise of Klondex warrants beneficially owned by Waterton Nevada) and the common shares beneficially owned by Waterton Fund II.
|
||||||
(18)
Based upon information regarding Company holdings reported by way of a Schedule 13G filed by BlackRock Inc. with the SEC on February 1, 2018. BlackRock Inc. has sole voting power with respect to 12,135,145 common shares and sole dispositive power with respect to 12,923,238 common shares.
|
||||||
(19)
Based upon information regarding Company holdings by way of a Schedule 13D filed by Hecla Mining Company (“Hecla”) with the SEC on March 23, 2018. All of the 47,885,883 shares reported above are collectively directly owned or may be deemed to be owned or are controlled by Sentry Investments Inc., CI Investments Inc., William Matlack, Blair Schultz, Paul Huet, Richard Hall, Barry Dahl, James Haggarty, and Rodney Cooper. In connection with the Acquisition, Hecla has entered into agreements with each of the aforementioned persons or entities, as more particularly described “Item 13. Certain Relationships and Related Transactions, and Director Independence - Certain Relationships and Related Person Transactions - Pending Transaction with Hecla Mining Company.” Hecla has no sole voting power or sole dispositive power over any of the shares. As a result of such agreements, Hecla has, or may be deemed to have, shared voting power over the 47,885,883 common shares and shared dispositive power over the 47,885,883 common shares.
|
|
|
December 31, 2017
|
||||||
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants, and rights (#)
|
|
Weighted average exercise price or grant date fair value of outstanding options, warrants, and rights (C$)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(2)
|
||
|
|
(a)
|
|
(b)
|
|
(c)
|
||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
||
Share Option and Restricted Share Unit Plan (the "New Share Incentive Plan")
|
|
|
|
|
|
|
||
Restricted share units
(1)
|
|
1,721,305
|
|
5.24
|
|
5,220,484
|
|
|
Share options
|
|
300,000
|
|
$
|
6.60
|
|
9,954,033
|
|
Share Incentive Plan (the "Prior Share Incentive Plan")
|
|
|
|
|
|
|
||
Restricted share units
|
|
242,809
|
|
3
|
|
0
|
|
|
Share options
|
|
3,767,583
|
|
$
|
2.47
|
|
0
|
|
Equity compensation plans not approved by security holders:
|
|
0
|
|
0
|
|
0
|
|
|
Total
|
|
6,031,697
|
|
$
|
2.78
|
|
9,954,033
|
|
(1)
Includes awards subject to time-based vesting and performance-based vesting.
|
(2)
The maximum number of common shares available for grant under the New Share Incentive Plan is equal to 8.9% of the common shares then outstanding less the aggregate number of common shares reserved for issuance under all current and prior share-based compensation plans. Additionally, the maximum number of common shares available for issuance pursuant to grants under the restricted share unit plan is subject to a sub-cap and cannot exceed 4.0% of the total number of common shares outstanding at the time of grant of the applicable award.
|
|
|
Audit
|
|
Compensation
|
Directors
|
|
Committee
|
|
and Governance Committee
|
James Haggarty
|
|
C
|
|
|
Rodney Cooper
|
|
X
|
|
|
William Matlack
|
|
X
|
|
|
Mark Daniel
|
|
|
|
C
|
Richard J. Hall
|
|
|
|
X
|
Charles Oliver
|
|
|
|
X
|
Exhibit
|
|
Filed with this
|
|
Incorporated by Reference
|
|||
Number
|
Exhibit Title
|
Form 10-K/A
|
Form
|
File No.
|
Exhibit
|
Date Filed
|
|
|
8-K
|
001-37563
|
2.1
|
3/15/2017
|
|||
|
8-K/A
|
001-37563
|
2.1
|
7/27/2017
|
|||
|
8-K/A
|
001-37563
|
2.2
|
7/27/2017
|
|||
|
8-K
|
001-37563
|
2.1
|
3/19/2018
|
|||
|
S-8
|
333-215156
|
4.1
|
12/16/2016
|
|||
|
S-8
|
333-215156
|
4.1
|
12/16/2016
|
|||
|
8-K/A
|
001-37563
|
10.5
|
7/27/2017
|
|||
|
8-K/A
|
001-37563
|
10.1
|
7/27/2017
|
|||
|
8-K/A
|
001-37563
|
10.2
|
7/27/2017
|
|||
|
8-K/A
|
001-37563
|
10.3
|
7/27/2017
|
|||
|
8-K/A
|
001-37563
|
10.4
|
7/27/2017
|
|||
|
10-K
|
001-37563
|
10.6
|
3/14/2018
|
|||
|
10-K
|
001-37563
|
10.7
|
3/14/2018
|
|
8-K
|
001-37563
|
10.2
|
3/15/2017
|
|||
|
8-K
|
001-37563
|
10.1
|
3/15/2017
|
|||
|
8-K
|
001-37563
|
10.3
|
3/15/2017
|
|||
|
8-K
|
001-37563
|
10.5
|
3/15/2017
|
|||
|
8-K
|
001-37563
|
10.4
|
3/15/2017
|
|||
|
8-K
|
001-37563
|
10.7
|
3/15/2017
|
|||
|
8-K
|
001-37563
|
10.6
|
3/15/2017
|
|||
|
6-K
|
001-37563
|
Schedule B of Exhibit 99.2
|
5/19/2016
|
|||
|
10-K
|
001-37563
|
10.12
|
3/23/2017
|
|||
|
S-8
|
333-215156
|
4.2
|
12/16/2016
|
|||
|
10-K
|
001-37563
|
21.1
|
3/14/2018
|
|||
|
10-K
|
001-37563
|
23.1
|
3/14/2018
|
|||
|
10-K
|
001-37563
|
23.2
|
3/14/2018
|
|||
|
10-K
|
001-37563
|
23.3
|
3/14/2018
|
|||
|
10-K
|
001-37563
|
23.4
|
3/14/2018
|
|||
|
10-K
|
001-37563
|
23.5
|
3/14/2018
|
|||
|
10-K
|
001-37563
|
23.6
|
3/14/2018
|
|||
|
10-K
|
001-37563
|
23.7
|
3/14/2018
|
|||
|
10-K
|
001-37563
|
23.8
|
3/14/2018
|
|||
|
10-K
|
001-37563
|
23.9
|
3/14/2018
|
|||
|
10-K
|
001-37563
|
23.10
|
3/14/2018
|
|||
|
10-K
|
001-37563
|
23.11
|
3/14/2018
|
|||
|
10-K
|
001-37563
|
23.12
|
3/14/2018
|
|||
|
10-K
|
001-37563
|
23.13
|
3/14/2018
|
|||
|
10-K
|
001-37563
|
31.1
|
3/14/2018
|
|||
|
10-K
|
001-37563
|
31.2
|
3/14/2018
|
|||
X
|
|
|
|
|
|||
X
|
|
|
|
|
|||
|
10-K
|
001-37563
|
32.1
|
3/14/2018
|
|||
|
10-K
|
001-37563
|
95.1
|
3/14/2018
|
|||
|
40-F
|
001-37563
|
99.115
|
9/21/2015
|
|||
|
8-K
|
001-37563
|
99.1
|
8/10/2017
|
|
|
KLONDEX MINES LTD.
|
|
Dated:
|
April 30, 2018
|
|
|
|
|
By:
|
/s/ Paul Andre Huet
|
|
|
|
Paul Andre Huet
|
|
|
|
Chief Executive Officer
|
1 Year Klondex Mines Ltd. Chart |
1 Month Klondex Mines Ltd. Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions