Pan American Silver Corp 6-K, filed Apr 6, 2021

Pan American Silver Corp (PAAS)

6-K 2021-04-06 For: 2021-03-22

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Added on April 08, 2026

About this 6-K

Pan American Silver Corp filed this 6-K on April 6, 2021.

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Exhibit						Description
99.1						Notice of 2021 Annual General and Special Meeting of Shareholders
99.2						Information Circular for the 2021 Annual General and Special Meeting of Shareholders
99.3						Form of Proxy for the 2021 Annual General and Special Meeting of Shareholders
99.4						Voting Instruction Form for the 2021 Annual General and Special Meeting of Shareholders
99.5						Notice of Availability of Proxy Materials


	Pan American Silver Corp.
	(Registrant)

Date: April 6, 2021	By:	/s/ "Delaney Fisher"
		Delaney Fisher
		Vice President, Associate General Counsel and Corporate Secretary



WHEN:			WHERE:
Wednesday, May 12, 2021 3:00 p.m. (Vancouver time)			1200 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia V7X 1T2


Dial-in:	1-800-319-4610 (toll-free in Canada and the U.S.)
	+1-604-638-5340 (international participants)
Webcast:	Via our website at	https://www.panamericansilver.com/investors/events-and-presentations/
	Or directly at	http://services.choruscall.ca/links/panamericansilveragm20210512.html


We will cover the following items of business:
1			Receive our consolidated financial statements for the financial year ended December 31, 2020 and the auditor’s report thereon.
2			Elect eight directors to hold office until our 2022 annual general and special meeting of shareholders.
3			Reappoint Deloitte LLP as our independent auditor to hold office until our 2022 annual general and special meeting of shareholders and authorize the directors to set the auditor’s pay.
4			Consider a non-binding advisory “say on pay” resolution approving our approach to executive compensation.
5			Transact any other business that may properly come before the meeting.


			What’s Inside
			Notice of our 2021 Annual General and Special Meeting of Shareholders .............			i
			About this Information Circular ………………………………………………………………..…..…..……			iii
			About the Meeting …………………………………………………………………………………….……..……..			1
			Items of Business …………………………………………………………………………….…….…..……….			2
			Notice and Access ………………………………………………………………………………….…..……….			3
			Voting ………………………………………………………………………………………….……………..……..			4
			Director Nominees ………………………………………………………………………..…………..………			8
			About the Auditor ……………………………………………………………………………………….……..			13
			Advisory ‘Say on Pay’ Resolution …………………………………………………………………..……			14
			Governance …………………………………………………………………………………………………………..….			15
			Corporate Governance Overview ……………………………………………………………………..…			16
			Ethical Business Conduct …………………………………………………………………………………….			16
			About the Board ………………………………………………………………………………………………….			18
			Board Education ………………………………………………………………………………………………….			21
			Board Committees ………………………………………………………………………………………………			21
			Director Attendance ……………………………………………………………………………………………			24
			Director Compensation ……………………………………………………………………………………….			25
			Executive Compensation …………………………………………………………………………………………..			27
			Compensation Discussion and Analysis ……………………………………………………………….			28
			Components of Executive Compensation …………………………………………………………….			37
			Executive Share Ownership …………………………………………………………………………………			45
			Total Executive Compensation Summary …………………………………………………………....			47
			Employment Agreements, Change Of Control and Other Termination Payments ...			48
			Additional Company Information ……………………………………………………………………………..			50
			Additional Governance Disclosure and Appendices ………………………………………………….			52
			Appendix A Corporate Governance Disclosure ……………………………………………………			53
			Appendix B Mandate of the Board of Directors …………………………………………………			61
			Appendix C Summary of Option Plan …………………………………………………………………..			65


Please refer to page 7 of this Circular for important information about your ability to participate in the Meeting despite restrictions on in-person attendance due to COVID-19. Both the Board of Directors (the “Board”) and management of Pan American encourage you to vote. Our management will be soliciting your vote for this Meeting and any meeting that is reconvened if it is postponed or adjourned. Management’s solicitation of proxies will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by our directors, officers and employees or by our transfer agent. We will bear all costs of solicitation. Unless otherwise indicated, all currency amounts stated in this Circular are stated in the lawful currency of the United States.
						In this Circular, we, us, our, Pan American, and the Company mean Pan American Silver Corp. You, your, and shareholder mean holders of Shares of Pan American as of the Record Date. Your vote is important. This Circular describes what the Meeting will cover and how to vote. Please read it carefully and vote, either by completing the proxy or voting instructions or by attending the Meeting in person.


You can also request copies of these documents or this Circular, free of charge, by contacting our Corporate Secretary:
Corporate Secretary Pan American Silver Corp. 1440 – 625 Howe Street Vancouver, British Columbia V6C 2T6			legal@panamericansilver.com 1-800-677-1845 (North America toll-free) 604-684-0147 (fax)


			What’s Inside

			Items of Business ...................................................................			2
			Notice and Access .................................................................			3
			Voting ...................................................................................			4
			Director Nominees ................................................................			8
			About the Auditor .................................................................			13
			Advisory ‘Say on Pay’ Resolution ...........................................			14


Michael Carroll			Neil de Gelder
Charles Jeannes			Jennifer Maki
Walter Segsworth			Kathleen Sendall
Michael Steinmann			Gillian Winckler


4. Advisory ‘Say on Pay’ Vote on Executive Compensation (see page 14) You will have an advisory and non-binding vote on our approach to executive compensation as disclosed in this Circular, which will provide the Board and the Human Resources and Compensation Committee with important feedback. 5. Other Business If other items of business are properly brought before the Meeting, you (or your proxyholder, if you are voting by proxy) can vote as you (or your proxyholder) see fit. As of the date of this Circular, we are not aware of any other items of business to be considered at the Meeting.			Questions about voting? Contact: Computershare Investor Services Inc. Attention: Stock Transfer Services 100 University Avenue, 8th Floor Toronto, Ontario M5J 2Y1 Tel: 1-800-564-6253 (toll free)


						Voting by proxy or by VIF is the easiest way to vote. It means you are giving someone else (called your proxyholder) the authority to attend the Meeting and vote your Shares for you. There are different ways to submit your voting instructions, depending on whether you are a registered or non-registered shareholder. Registered Shareholders You are a registered shareholder if you hold a share certificate in your name or appear as the registered shareholder in the records of our transfer agent. Michael Steinmann, our President and Chief Executive Officer, or failing him, A. Robert Doyle, our Chief Financial Officer, have agreed to act as the Pan American management proxyholders in connection with the Meeting. You can appoint a person or an entity other than the Pan American management proxyholders to attend the Meeting and vote on your behalf. If you want to appoint someone else as your proxyholder, strike out the names on the enclosed proxy form and print the name of the person you want to appoint as your proxyholder in the space provided. This person does not need to be a Pan American shareholder. By completing and returning a proxy, you are authorizing the person named in the proxy to vote or withhold from voting your Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Shares will be voted accordingly. If there are other items of business that properly come before the Meeting (or any adjournment or postponement thereof), or amendments or variations to the items of business, the person named in the proxy has the discretion to vote your Shares as such person sees fit.
The voting process is different depending on whether you are a registered or non-registered shareholder. You are a registered shareholder if your name appears on your share certificate or appears as the registered shareholder with our transfer agent. You are a non-registered (beneficial) shareholder if your Shares are registered in the name of a bank, trust company, securities broker, trustee or other financial institution or nominee on your behalf (your nominee). Please be sure to follow the appropriate voting procedure.


Dial-in numbers:	1-800-319-4610 (toll-free in Canada and the U.S.)
	+1-604-638-5340 (international participants)
Webcast:	Via our website at	https://www.panamericansilver.com/investors/events-and-presentations/
	Or directly at	http://services.choruscall.ca/links/panamericansilveragm20210512.html


Deloitte LLP has been our auditor since October 26, 1993. The auditor conducts the annual audit of our financial statements, provides audit-related, tax and other services, and reports to the Audit Committee of the Board. Unless otherwise instructed, the management proxyholders appointed pursuant to the accompanying form of proxy will vote FOR the resolution appointing Deloitte LLP as our auditor to hold office until our 2022 annual meeting of shareholders and FOR authorizing the Board to fix the auditor’s pay.						At last year’s annual general and special meeting, 95.26% of the votes were cast in favour to appoint Deloitte LLP as Pan American’s auditor and 4.74% of votes were cast withheld.


	Year ended December 31, 2020 ($)	Year ended December 31, 2019($)
Audit Fees(2)	2,497,000	2,748,500(3)
Audit-Related Fees(4)	34,400	103,900
Tax-Related Fees(5)	1,600	2,600
Other Fees	Nil	38,900(6)
Total:	2,533,000	2,893,900


2021 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS


NOTICE OF MEETING \| Page i


2021 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS


NOTICE OF MEETING \| Page ii


The full text of the advisory resolution on our approach to executive compensation is as follows: Be it resolved, on an advisory basis and not to diminish the role and responsibilities of the Board, that the shareholders accept the approach to executive compensation disclosed in Pan American’s Circular for the annual general and special meeting of shareholders of Pan American held on Wednesday, May 12, 2021. The complete voting results will be filed under Pan American’s profile on SEDAR (www.sedar.com).						At last year’s annual general and special meeting, 93.65% of the votes were cast in favour of our approach to executive compensation and 6.35% of votes were cast against.


			What’s Inside

			Corporate Governance Overview.................................................			16
			Ethical and Responsible Business Conduct ...................................			16
			About the Board ..........................................................................			18
			Board Education .........................................................................			21
			Board Committees .......................................................................			21
			Director Attendance ....................................................................			24
			Director Compensation ................................................................			25


At a Glance – What We Do			Page(s)
✓ Annual, individual director elections			8
✓ Majority voting policy for the election of directors			8
✓ Board approved Global Code of Ethical Conduct			16
✓ 88% independent directors upon election of all nominees to the Board			18
✓ Separate CEO and Chair			18
✓ Independent Board Chair and an independent Lead Director			18
✓ Diversity Policies			19
✓ Ongoing director education and support			21
✓ 100% independent Audit, HRC and N&G Committees			21, 22, & 23
✓ Require directors to hold a minimum number of Shares			24
✓ Prohibit directors from engaging in hedging or derivative trading in our securities			30
✓ No loans to any director			44
✓ Orientations for new directors			54
✓ Annual Board and committee performance evaluations			57
✓ No director retirement policy or term limits			58


Areas of Expertise		Core Competencies	Ancillary Competencies
Regulatory	Legal – corporate / commercial	3	2
	Governance and regulatory compliance	4	4
	Government relations	1	6
	Public/investor relations	2	5
Finance	Capital markets	5	2
	Risk management	4	2
	M&A and corporate finance	6	2
	International business experience	5	3
Accounting and Tax	Financial literacy	3	5
	Tax	3	2
Technical	Mining operations	2	3
	Mine planning/development/construction	1	3
	Exploration	3	2
	Geology	1	4
Corporate Social Responsibility	Environment and sustainability	4	2
	Health and safety	4	2
	Social license	3	4
Human Resources and Compensation	Strategic leadership	3	5
	Human resources	2	6
	Compensation	3	5


Director			Committees					Total
	Board	Audit		Finance	HSEC	HRC	N&G	Attendance
	6 meetings	5 meetings		2 meetings	4 meetings	5 meetings	2 meetings	%
Ross J. Beaty	6	-		2	-	-	-	100
Michael L. Carroll	6	5		2	-	-	-	100
Neil de Gelder	6	5		-	-	-	2	100
Charles A. Jeannes	6	-		-	4	5	-	100
Kevin McArthur(1)	2 of 3	-		0 of 1		-	-	50(1)
Walter T. Segsworth	6	-		-	4	5	-	100
Kathleen E. Sendall(2)	-	-		-	-	-	-	-
Michael Steinmann	6	-		2	4	-	-	100
Gillian D. Winckler	6	5		-	-	5	2	100


Director Retainer and Meeting Fees
Type			Amount ($)
Annual Board Chair Retainer			107,993(1)
Annual Board Retainer (Non-Chair, Non-Employee)			160,000(2)
Lead Director Annual Retainer			10,000
Audit Committee Chair Retainer			20,000
Audit Committee Member Retainer			6,000
HRC Committee Chair Retainer			12,000
HSEC Committee Chair Retainer			12,000
N&G Committee Chair Retainer			7,500
Finance Committee Chair Retainer			7,500
Board and Committee Meeting Fee (Per Meeting)			1,000


Directors	Fees earned (1)(2)(3)(4) ($)	Share- based awards(3) ($)	Option based awards(5) ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
Ross J. Beaty(6)	104,738	-	-	-	-	107,993	212,731
Michael L. Carroll	135,678	60,000	-	-	-	-	195,678
Neil de Gelder	121,678	60,000	-	-	-	-	181,678
Charles A. Jeannes	110,178	60,000	-	-	-	-	170,178
Kevin McArthur(7)	6,000	-	-	-	-	-	6,000
Walter T. Segsworth	132,178	60,000	-	-	-	-	192,178
Kathleen Sendall(8)	41,667	25,000	-	-	-	-	66,667
Michael Steinmann(9)	-	-	-	-	-	-	NIL
Gillian Winckler	131,178	60,000	-	-	-	-	191,178


What’s Inside

Compensation Discussion and Analysis …………………….……………….................…………			28
Components of Executive Compensation....…………………………………………..................			37
Executive Share Ownership ………………………………………………………………....................			45
Total Executive Compensation Summary ………………………………………………................			47
Employment Agreements, Change of Control and Other Termination Payments ....			48


At a Glance – What We Do			Page(s)
✓ Annual say on pay shareholder advisory vote			14
✓ Prohibit Executives from engaging in hedging or derivative trading in our securities			30
✓ Three-year no trading restriction on restricted stock awards			30
✓ Annual compensation risk review by HRC Committee			30
✓ Cap on the maximum payout for short-term incentives			31
✓ Appropriate mix of short and long-term incentives			31
✓ Board has full discretion to change or suspend any incentive program at any time			31
✓ Use mixed time horizons for incentive payouts to focus Executives on the long-term			31
✓ Compensation clawback provisions in both short and long-term incentive plans			31
✓ Independent executive compensation advisor working for the HRC Committee			34
✓ Disclose our peer group and our methodology for determining the peer group			35
✓ Full disclosure of performance metrics, weightings and results			39
✓ Three-year cliff vesting for PSUs			42
✓ No Executive perks such as club memberships			44
✓ No loans to any Executive			44
✓ Share ownership guidelines for Executives based on their length of service			45
✓ Double trigger provision on change of control cash severance payments to Executives			48
✓ No employment contracts with multi-year guaranteed increases or incentives			48


	Pan American Closing Price (TSX) (CAD$)	Base(1) CAD$	S&P TSX Composite	Base CAD$
December 31, 2015	9.01	100.00	13,010	100.00
December 30, 2016	20.25	225.51	15,288	117.51
December 29, 2017	19.58	219.36	16,209	124.59
December 31, 2018	19.93	224.85	14,323	110.09
December 31, 2019	30.76	349.64	17,063	131.15
December 31, 2020	43.90	501.99	17,433	134.00


Year (Cumulative TSR Ending 2020)(1)	Grant Date Fair Value	Realizable (Target PSU Vesting)	Realizable (Minimum PSU Vesting)	Realizable (Maximum PSU Vesting)
2016 (+405% TSR)	$2,489,380	$3,184,200	-	-
2017 (+124% TSR)	$3,082,500	$5,042,200	-	-
2018 (+130% TSR)	$3,279,800	$5,751,900	$4,026,600	$7,477,200
2019 (+124% TSR)	$4,146,000	$5,421,500	$3,970,500	$6,872,500
2020 (+44% TSR)	$5,176,697	$5,450,100	$4,088,900	$6,811,300


			Incentive			Key terms
			Short-term incentive awards			Made in February following the performance year
			Option awards (long-term)			Vest over two years for options granted prior to February 18, 2021, while grants after such time will vest over three years; expire after seven years
			RSUs			Vest over three years
			PSUs			Vest in three years


Member(s) of Management			Role in Compensation Decision-Making
CEO and General Counsel			Regularly presents information to the HRC Committee to assist in decision-making and communicates management’s experiences of the effectiveness of compensation programs to attract, retain, and reward qualified personnel to oversee our operations
CEO			Makes recommendations with respect to performance metrics, performance results, and with respect to other executive compensation final award levels for the annual incentive program and long-term incentive plan for HRC Committee and Board consideration
Management team			Oversees day-to-day compensation matters in each office and subsidiary company, within the approved operating budgets and within the parameters of our compensation philosophy


Group			Target Total Direct Compensation Level Versus Peers
Executives (as a group)			Near the 50th percentile
CEO			Near the 50th percentile


Agnico Eagle Mines Ltd.			Kinross Gold Corporation
B2Gold Corp.			Kirkland Lake Gold Ltd.
Centerra Gold Inc.			Lundin Mining Corporation
Endeavour Mining Corporation			New Gold Inc.
HudBay Minerals Inc.			Yamana Gold Inc.
IAMGOLD Corporation			Eldorado Gold Corporation(1)


What We Pay	Why We Pay It	How It Works
Base Salary	Provides a fixed level of cash compensation for performing day-to-day responsibilities	• Set in the first quarter of each year for the 12-month period of January to December, and reviewed as required.
AIP	Focuses Executives on achieving annual operating plan, budget and other short-term objectives, including safety and environmental performance, and diversity	• Annual incentive plan based on corporate goals and objectives. AIP awards provide incentive compensation directly related to achieving short-term objectives. Awards can range from 0% to 200%.
LTIP	Focuses Executives on long-term shareholder value, and aligns management’s interests with those of shareholders	• A minimum of 25% must be provided as RSUs which vest over three years and whose payout value is aligned with share price performance. • Options that vest over two years with a seven-year expiration period. Options will vest over three years beginning with the 2021 LTIP awards. • Restricted stock awards with a three-year no trading restriction. • PSUs which vest after three years and whose cash payout value is aligned with share price performance and relative TSR.
Benefits	Attracts and retains highly qualified Executives	• Health, vision, and dental insurance, life insurance, and accidental death and dismemberment insurance.
Retirement Program	Attracts and retains highly qualified Executives and recognizes service	• Supplemental Executive Retirement Program through a retirement compensation arrangement. • Defined contribution program with annual funding levels based on a percentage of base salary. • In 2020, 17 members of senior management, including the Executives other than the SVP Guatemala, participated in this program, of which 9 have over ten years of service.


Executive	Base Salary 2019 (CAD$)	Base Salary 2020 (CAD$)
Michael Steinmann President and CEO	960,000	1,225,000
Steven Busby COO	580,410	610,000
A. Robert Doyle CFO	470,200	510,000
Andres Dasso SVP, Operations	495,430	511,000


Position(s)	Corporate Performance Factor (%)	Individual Performance Factor (%)
CEO, COO	100	0
CFO, SVP and Managing Director, Guatemala	75	25
SVP, Operations	50	50


Step	Calculate	How Calculated
1	Corporate Incentive Pay =	AIP Target Pay x Corporate Performance x Corporate Performance Factor
2	Individual Incentive Pay =	AIP Target Pay x Individual Performance x Individual Performance Factor
3	Total Incentive Pay =	Corporate Incentive Pay + Individual Incentive Pay


Executive	Base Salary (CAD$)	Target of Base Salary (%)	Minimum (0%) (CAD$)	Maximum (200%) (CAD$)
Michael Steinmann President and CEO	1,225,000	125	0	3,062,500
Steven Busby COO	610,000	80	0	976,000
A. Robert Doyle CFO	510,000	80	0	816,000
Andres Dasso SVP, Operations	511,000	80	0	817,600
Sean McAleer SVP, Guatemala	503,063	80	0	804,900