PROPOSAL 3 – ADOPTION OF AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN
Shareholders are being asked to approve the United States Antimony Corporation Amended and Restated 2023 Equity Incentive Plan (the “Plan”), which was unanimously adopted, subject to shareholder approval, by the Board on May 30, 2025.
The 2023 Equity Incentive Plan currently limits the aggregate number of shares of USAC common stock (“Common Stock”) that may be delivered pursuant to awards granted to 8,700,000 shares. The Plan would increase the aggregate number of shares of Common Stock available for award grants by approximately 15,000,000 shares so that the new aggregate share limit for the Plan would be approximately 23,700,000 shares.
As of June 6, 2025, a total of 6,217,733 shares of Common Stock were then subject to outstanding awards granted under the Plan, and an additional 284,767 shares of Common Stock were then available for new award grants under the Plan. If shareholders approve this proposal, which increases the aggregate share limit under the plan by approximately 15,000,000 shares, the number of shares available for new awards would increase from 284,767 shares to 15,284,767 shares (based on awards outstanding as of June 6, 2025).
The Company believes that incentives and stock-based awards focus employees on the objective of creating shareholder value and promoting the success of the Company, and that incentive compensation plans like the Plan are an important attraction, retention and motivation tool for participants in the Plan. Our long-term equity incentives help align our NEOs’ interests with those of our shareholders, help hold executives accountable for performance, and help us attract, motivate and retain executives. Our Board approved the Plan based on a belief that the number of shares currently available for new award grants under the Plan does not give the Company sufficient authority and flexibility to adequately provide for future incentives. Our Board believes that the Plan will give us greater flexibility to structure future incentives and better attract, retain and reward our executives and key employees. In addition, the Plan will also update the governing law of the Plan to Texas, provided that the Texas Reincorporation Proposal is also approved by the shareholders.
If shareholders do not approve the Plan, the Company will continue to have the authority to grant awards under the Plan as it was previously in effect, without giving effect to the proposed amendment and restatement.
Summary Description of the Plan
The principal terms of the Plan are summarized below. The following summary is qualified in its entirety by the full text of the Plan, which appears as Exhibit E to this Proxy Statement.
Administration. In general, the Plan will be administered by the Board or a committee appointed by the Board, which consists of two or more non-employee directors serving on the Board. The Compensation Committee will determine the persons to whom options to purchase shares of Common Stock, stock appreciation rights (“SARs”), restricted stock units, restricted or unrestricted shares of Common Stock, performance shares, performance units, other equity-based awards and other cash-based awards may be granted. The Compensation Committee may also establish rules and regulations for the administration of the Plan and amendments or modifications of outstanding awards. The Compensation Committee may delegate authority to the chief executive officer, other executive officers of the Company or our subsidiaries to grant options and other awards to employees (other than themselves), subject to applicable law and the Plan. No options, stock purchase rights or awards may be made under the Plan on or after July 31, 2035, but the Plan will continue thereafter while previously granted options, SARs or other awards remain outstanding.
Eligibility. Persons eligible to receive options, SARs or other awards under the Plan are those employees, directors and consultants of the Company or any subsidiary. As of June 6, 2025, we had approximately 50 full-time employees, 6 executive officers, 3 non-employee directors and 1 consultant. As awards under the Plan are within the discretion of the Compensation Committee, we cannot determine how many individuals in each of the categories described above will receive awards.
Shares Subject to the Plan. The aggregate number of shares of Common Stock available for issuance in connection with options and other awards granted under the Plan previously in effect was 8,700,000. As of June 6, 2025, 284,767 shares of Common Stock remained available for grant under the Plan. If shareholders approve this proposal, the number of shares of Common Stock that may be issued or transferred pursuant to awards under the Plan (the “Plan Share Limit”) will increase from 284,767 shares to 15,284,767 shares, an increase of 15,000,000 shares.
