UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
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General
Moly, Inc.
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General
Moly, Inc.
1726
Cole Blvd., Suite 115
Lakewood,
CO 80401
Notice
of Annual Meeting of Stockholders
To
be Held on June 12, 2008
Dear
Stockholder:
We
are
pleased to invite you to attend General Moly, Inc.’s (the “Company”) Annual
Meeting of Stockholders (the “Annual Meeting”), which will be held at 9:00 am,
local Colorado time, on June 12, 2008, at the Denver West Marriott, 1717
Denver
West Boulevard, Golden, Colorado 80401. The meeting will be held:
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·
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To
elect three (3) Class I members to the Board of Directors to serve
until
the 2011 Annual Meeting of Stockholders;
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·
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To
ratify the selection of PricewaterhouseCoopers LLP as our independent
auditor; and
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·
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To
act on such other matters as may properly come before the meeting
or any
adjournment thereof.
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Only
stockholders of record on the books of the Company at the close of business
on
April 16, 2008, the record date fixed by the Board of Directors, are entitled
to
notice of and to vote at the Annual Meeting and at any postponements or
adjournments thereof.
It
is
important that your shares be represented at the meeting whether or not you
are
personally able to attend. We therefore urge you to complete, date, and sign
the
accompanying proxy and mail it in the enclosed postage-paid envelope as promptly
as possible. Your proxy is revocable, either in writing or by voting in person
at the Annual Meeting, at any time prior to its exercise. Thank you for your
timely response.
We
look
forward to seeing you at the Annual Meeting on June 12, 2008.
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Sincerely, |
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/s/ Bruce D. Hansen
Chief Executive
Officer
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General
Moly, Inc.
1726
Cole Blvd., Suite 115
Lakewood,
CO 80401
PROXY
STATEMENT
Relating
to
Annual
Meeting of Stockholders
To
be held on June 12, 2008
INTRODUCTION
We
are
sending this proxy statement to the holders of our common stock, $0.001 par
value, in connection with the solicitation by our Board of Directors of proxies
to be voted at the General Moly, Inc. (the “Company,” “we,” or “us,” or “our”)
Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 12,
2008 at 9:00 am, local Colorado time, at the Denver
West Marriott, 1717 Denver West Boulevard, Golden, Colorado 80401,
and any
postponements or adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. This proxy statement
and
the accompanying proxy card are first being mailed to the stockholders on
or
about May 5, 2008.
A
proxy
card is enclosed for your use.
You
are requested on behalf of the Board of Directors to sign, date, and return
the
proxy card in the accompanying envelope,
which
is postage-paid if mailed in the United States. Your execution of the enclosed
proxy will not affect your right as a stockholder to attend the Annual Meeting
and to vote in person.
PURPOSE
OF THE ANNUAL MEETING
At
the
Annual Meeting, stockholders entitled to vote will be asked to consider and
take
action on the following matters:
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·
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To
elect three (3) Class I members to our Board of Directors to serve
until
the 2011 Annual Meeting of Stockholders and until their respective
successors are elected and qualified or until their earlier death,
resignation, or removal in accordance with our Certificate of
Incorporation, Bylaws, and Corporate Governance Guidelines;
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·
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To
ratify the selection of PricewaterhouseCoopers LLP as our independent
auditor; and
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· |
To
act on such matters as may properly come before the meeting or
any
adjournment thereof.
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As
your vote is important, we are requesting that you complete and sign the
enclosed proxy card and mail it promptly in the postage paid return envelope
provided. Shares
cannot be voted at the meeting unless the owner is present to vote or is
represented by proxy.
VOTING
AT ANNUAL MEETING
Record
Date; Quorum.
Our
Board of Directors has fixed the close of business on April 16, 2008 as the
record date for the purpose of determining stockholders of the Company entitled
to notice of and to vote at the Annual Meeting. At the close of business
on that
date, we had 70,930,195 issued and outstanding shares of common stock. A
majority of such shares will constitute a quorum for the transaction of business
at the Annual Meeting. Proxies that are submitted but are not voted for or
against (whether by abstentions, broker non-votes, or otherwise) will be
treated
as present for all matters considered at the meeting, and will be counted
for
purposes of a quorum.
Solicitation
of Proxies.
The
accompanying proxy is solicited on behalf of our Board of Directors and the
entire cost of solicitation will be borne by us. Following the original mailing
of the proxies and soliciting materials, our directors, officers and employees
may, but do not presently intend to, solicit proxies by mail, telephone,
telegraph, or personal interviews. We may request brokers, custodians, nominees,
and other record holders to forward copies of the proxies and soliciting
materials to persons for whom they hold shares of the Company and to request
authority for the exercise of proxies. In such cases, the Company will reimburse
such holders for their reasonable expenses. We may utilize the services of
a
proxy solicitation firm.
Revocation
of Proxy. Any
proxy
delivered in the accompanying form may be revoked by the person executing
the
proxy
by
either (i) providing our Corporate Secretary a later-dated proxy prior to
the
Annual Meeting or presenting a later-dated proxy at the Annual Meeting, (ii)
providing our Corporate Secretary a written revocation prior to the Annual
Meeting, or (iii) attending the Annual Meeting and voting in
person.
How
Proxies will be Voted.
Assuming
a quorum is present, proxies received by our Board of Directors in the
accompanying form will be voted at the Annual Meeting as specified by the
person
giving the proxy. All shares represented by valid proxy will be voted at
the
discretion of the proxy holders on any other matters that may properly come
before the meeting. The Board of Directors, however, does not know of any
matters to be considered at the meeting other than those specified in the
Notice
of Annual Meeting.
Required
Votes. With
respect to the election of directors, the three (3) candidates receiving
the
highest number of votes will be elected. If, however, any candidate does
not
receive a favorable vote by a majority of the votes cast in the election,
under
our Corporate Governance Guidelines adopted by the Board, he or she must
submit
their resignation from the Board of Directors. See Proposal 1 for further
discussion of the majority voting provisions of the Corporate Governance
Guidelines.
Effect
of Abstentions and Broker Non-Votes. Abstentions
occur when stockholders abstain from voting for the nominees for director
or
abstain from voting on other proposals. Brokers and other intermediaries,
holding shares in street name for their customers, are generally required
to
vote the shares in the manner directed by their customers. If their customers
do
not give any direction, brokers may vote the shares on routine matters, such
as
the election of directors, but not on non-routine matters. The absence of
a vote
on a non-routine matter is referred to as a broker non-vote. Any shares
represented at the Annual Meeting but not voted (whether by abstention, broker
non-vote or otherwise) will have no impact in the election of directors,
except
to the extent that the failure to vote for an individual results in another
individual receiving a larger proportion of votes cast for the election of
directors.
Voting
Power.
Holders
of our common stock are entitled to one vote for each share held. There is
no
cumulative voting for directors.
PROPOSAL
1: ELECTION OF DIRECTORS
Our
Board
of Directors currently consists of seven members. Pursuant to our Bylaws,
the
members of our Board of Directors have been divided into three (3) classes.
The
term of office of the Class I members of our Board of Directors, consisting
of
three (3) members, expires at the 2008 Annual Meeting. The term of office
for
the Class II members of our Board of Directors, consisting of two (2) members,
expires at our 2009 Annual Meeting of Stockholders. The term of office for
the
Class III members of our Board of Directors, consisting of two (2) members,
expires at our 2010 Annual Meeting of Stockholders. At each of our Annual
Meeting of Stockholders, the number of directors equal to the number of the
class whose term expires on the day of such meeting will be elected for a
term
of three (3) years and will hold office until expiration of the terms for
which
they were elected and qualified. Any director, however, may be removed from
office as a director at any time by our stockholders, but only for cause,
and
only by the affirmative vote of a majority of the outstanding voting power
entitled to elect such director. At this Annual Meeting, the three
(3)
Class I
directors
are to be elected and will serve for a term of three (3) years and until
their
successors are elected and qualified. The following nominees for election
as
Class I directors at this Annual Meeting are all recommended by our Board
of
Directors:
Jean-Pierre
M. Ergas
Gary
A.
Loving
Richard
Nanna
In
the
event that any of the nominees for director should become unable or decline
to
serve if elected, it is intended that shares represented by proxies that
are
executed and returned will be voted for any substitute nominee(s) as may
be
recommended by our existing Board of Directors.
The
three
(3) nominees
receiving the highest number of votes cast at the Annual Meeting will be
elected
as Class I directors for a term of three (3) years and until their successors
are elected and qualified. Pursuant to our Corporate Governance Guidelines
adopted by our Board of Directors, however, if a director nominee does not
receive a majority of the votes cast, the director is required to promptly
tender his or her resignation to the Board of Directors. For purposes of
the policy, a majority of votes cast means that the number of shares voted
“for”
a director’s election exceeds the number of votes cast “against” that director’s
election. The Governance and Nominating Committee will consider the
resignation and make a recommendation to the Board as to whether to accept
or
reject the tendered resignation, or whether other action should be taken.
The Board will act on the tendered resignation, taking into account the
recommendation of the Governance and Nominating Committee, within 90 days
from
the date of the certification of the election results, and publicly disclose
its
decision promptly thereafter. The Governance and Nominating Committee, in
making its recommendation, and the Board in making its decision, may each
consider any factors or other information that it considers appropriate and
relevant. The director who tenders his or her resignation will not
participate in the recommendation of the Governance and Nominating Committee
or
the decision of the Board with respect to his or her resignation. If no
director receives a majority of shares cast in an uncontested election, then
the
incumbent directors will nominate a new slate of directors and hold a special
meeting for the purpose of electing those nominees within 180 days after
certification of the stockholder vote.
THE
BOARD RECOMMENDS A VOTE “FOR” THE THREE (3) NOMINEES
DIRECTORS
AND EXECUTIVE OFFICERS
The
following table provides the names, positions, ages and principal occupations
of
our current directors, and those who are nominated for election as a director
at
the Annual Meeting, our executive officers, and other key employees:
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Name
and Position with the
Company
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Age
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Director/Officer
Since
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Principal
Occupation
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Bruce
D. Hansen (6)
Chief
Executive Officer and Director
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50
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Chief
Executive Officer and Director since January 2007
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Chief
Executive Officer and Director
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Gary
A. Loving (2)(3)(4)
Director
(Nominee)
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59
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Director
since February 2008
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Retired
as President, Chief Executive Officer, and Director of Frontera
Copper
Corporation
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|
|
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Jean-Pierre
M. Ergas (1)(2)(4)
Director
(Nominee)
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68
|
Director
since February 2008
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Chairman
of BWAY Corporation
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|
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Mark
A. Lettes (1)(2)(3)(6)
Director
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59
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Director
since April 2007
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Retired
from Apex Silver Mines Limited
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R.
David Russell (5)
Director
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51
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Director
since 2002
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President
and Chief Executive Officer of Apollo Gold Corporation
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Ricardo
M. Campoy (1)(2)(3)(5)
Director
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57
|
Director
since August 2006
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International
natural resources banker
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|
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Richard
F. Nanna (2)(3)(4)
Director
(Nominee)
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59
|
Director
since November 2003
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Senior
Vice President Exploration and Development for Apollo Gold
Corporation
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|
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David
A. Chaput
Chief
Financial Officer
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49
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Officer
since April 2007
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Chief
Financial Officer of the Company
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Michael
K. Branstetter
Secretary
and Legal Counsel
|
54
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Officer
since November 1992
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Attorney
with the firm of Hull & Branstetter Chartered
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Daniel
G. Zang
Controller
and Treasurer
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53
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Officer
since October 2007
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Controller
of the Company
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|
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Andrew
J. Russell
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39
|
Vice
President since September 2007
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Vice
President of Project Development
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Robert
I. Pennington
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53
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Vice
President since October 2007
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Vice
President of Engineering and Construction
|
|
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Gregory
E. McClain
|
60
|
Vice
President since September 2007
|
Vice
President of Business Development
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_____________________
(1)
Member of Audit and Finance Committee. Mr. Lettes is chairman of this
committee.
(2)
Member of Governance and Nominating Committee. Mr. Nanna is chairman of
this committee.
(3)
Member of Compensation Committee. Mr. Campoy is chairman of this
committee.
(4)
Term of office as Director expires at the 2008 Annual Meeting of
Stockholders.
(5)
Term of office as Director expires at the 2009 Annual Meeting of
Stockholders.
(6)
Term of office as Director expires at the 2010 Annual Meeting of
Stockholders.
We
have
no knowledge of any arrangements, including any pledge by any person of our
securities, the operation of which may at a subsequent date result in a change
in our control. We are not, to the best of our knowledge, directly or indirectly
owned or controlled by another corporation or foreign government.
Officers
are appointed annually by the Board of Directors and serve at the pleasure
of
the Board.
Bruce
D. Hansen
has been
our Chief Executive Officer and a member of our Board of Directors since
January
2007. Mr. Hansen has also been appointed as our interim Chairman of the Board
until such time as a new, non-executive Chairman is appointed. From September
2005 through November 2006, Mr. Hansen served as Senior Vice President,
Operations Services and Development at Newmont Mining Corporation. From July
1999 to September 2005, Mr. Hansen served as Senior Vice President and
Chief Financial Officer at Newmont Mining Corporation. Mr. Hansen also served
as
the Vice President of Project Development for Newmont and previously was
the
Senior Vice President of Corporate Development for Santa Fe Pacific Gold
Corporation. Mr. Hansen is also a director of Energy Fuels Inc.
Jean-Pierre
M. Ergas has
been
a member of our Board of Directors since February 2008. Mr. Ergas is currently
the Chairman of the Board for BWAY Corporation, a NYSE listed manufacturer
of
rigid steel and plastic containers, and served as BWAY Corporation’s Chief
Executive Officer from 2000 to 2007. Mr. Ergas also serves on the Board of
Directors of Dover Corporation, a NYSE listed company, and Compagnie Plastic
Omnium, a company listed on the Paris Stock Exchange. From 1995 to 1999,
Mr.
Ergas served as a Senior Corporate Officer of Alcan Aluminum Ltd.
Gary
A. Loving has
been
a member of our Board of Directors since February 2008. Most recently, from
February 2005 through October 2007, Mr. Loving served as President, CEO and
Director of Frontera Copper Corporation. From December 1997 through December
2003, Mr. Loving served as Senior Vice President South American Operations
for
Phelps Dodge Mining Company. Mr. Loving earned a Bachelor of Science degree
in
Mining Engineering from the University of Arizona in 1971, and has completed
Executive Management programs at both Stanford and Dartmouth Universities.
R.
David Russell has
been
the President and CEO/director of Apollo Gold Corporation, a Canadian gold
company listed on the TSX and AMEX, since 2002, and a member of our Board
of
Directors since 2002. In 1999, Mr. R. David Russell founded Nevoro Gold
Corporation, which was subsequently merged with Apollo Gold Corporation.
From 1994 to 1999, Mr. R. David Russell was Vice President and Chief
Operating Officer for Getchell Gold Corporation, a Nevada gold producer.
Prior to working for Getchell Gold Corporation, Mr. R. David Russell was
General
Manager, U.S. Operations, for LAC Minerals Ltd. and Barrick Gold Corporation.
Richard
F. Nanna
has been
the Senior Vice President Exploration and Development for Apollo Gold
Corporation since 2002 and has been a member of our Board of Directors since
2003. Mr.
Nanna
also serves on the Board of Directors of Azteca Gold Corporation, a TSX listed
company. Mr.
Nanna
was Vice President of Exploration in Nevada for Getchell Gold Corporation
from
1994 to 1999.
Ricardo
M. Campoy has
been
a member of our Board of Directors since August 2006. Mr.
Campoy has worked as an international natural resources banker for over 26
years, having served in executive finance positions at various firms, including
as Head of Mining & Metals of WestLB AG and as Member/Senior Advisor of
McFarland Dewey & Co., LLC. Prior to Mr. Campoy’s work in finance, he
was employed as a mining engineer. Mr. Campoy is currently in private practice
as a financial and corporate advisor to the natural resources industry. Mr.
Campoy also
serves
on the Board of Directors of Century Mining Corporation, a company listed
on the
TSX Venture Exchange.
Mark
A. Lettes
has been
a member of our Board of Directors since April 2007. Mr. Lettes served as
Chief
Financial Officer of Apex Silver Mines from June 1998 to June 2006, and was
responsible for the financing of Apex Silver Mines’ large-scale San Cristobal
silver and zinc mine in Bolivia. Prior to joining Apex Silver Mines, Mr.
Lettes
held senior financial positions with Cyprus Amax, Amax, Inc., and Amax Gold.
Mr.
Lettes serves on the Board of Directors of Yukon Zinc Corporation and Century
Mining Corporation, each a company listed on the TSX Venture
Exchange.
David
A. Chaput
has been
our Chief Financial Officer since April 2007. Mr. Chaput has more than 27
years
of financial and operational experience in the metals and mining
industries. Mr. Chaput was with The Doe Run Resources Corporation until
September 2006, where he served as Chief Financial Officer from May 2004
to
September 2006, as Vice President, Finance from September 2001 to September
2006, and as Treasurer from February 1993 to September 2001. From June
1987 through January 1993, Mr. Chaput served as Manager of Credit and Financial
Services of The Doe Run Resources Corporation.
Michael
K. Branstetter
has been
our Secretary since November 1992, and acts as our corporate counsel. Mr.
Branstetter is the principal of Hull & Branstetter Chartered, a law firm in
Idaho.
Daniel
G. Zang has
been
our Controller and Treasurer since October 2007 and Controller since June
2007.
Prior to joining the Company, Mr. Zang served as chief financial officer
of
Hubble Homes from June 2004 to April 2007. Mr. Zang also served in various
accounting positions for PeopleSoft/J.D. Edwards from June 1996 to June 2004.
Mr. Zang has over 30 years experience in Accounting, Auditing and Finance.
Prior
to joining General Moly, Inc. he was employed by Hubble Homes, PeopleSoft/J.D.
Edwards & Company, M.D.C. Holdings, Inc., Cyprus Minerals Company, Price
Waterhouse and Fox & Company. Mr. Zang holds a Bachelor of Science Degree in
Accountancy from the University of Illinois.
Andrew
J. Russell
has been
our Vice President of Project Development since September 2007 and, from
August
2006 to September 2007, was our Director of Projects and Operations. From
March
2004 through August 2006, Mr. Andrew Russell owned ARM Aerospace, LLC, a
fabricated heavy lifting equipment/commercial development company, and provided
market research consulting services to the Company. Mr. Andrew Russell worked
for Honeywell International from 1999 through 2004, where he was an Airframe
Systems Platform Leader. Mr. Andrew Russell holds a Bachelor of Science from
the
United States Air Force Academy.
Robert
I. Pennington has
been
our Vice President of Engineering and Construction since October 2007. From
May
2006 to October 2007, Mr. Pennington owned his own consulting firm. From
April
2002 to May 2006, Mr. Pennington served as Chief Operating Officer of M3
Engineering & Technology. Mr. Pennington has over 27 years of metal mine
operations and project management experience, including 23 years in operations
and management of mine and plant operations. Mr. Pennington holds a Bachelor
of
Science Environmental Engineering degree from New Mexico Institute of Mining
and
Technology with an emphasis in process metallurgy and chemistry.
Greg
McClain has
been
our Vice President of Business Development since September 2007. Prior to
joining the Company, Mr. McClain served as Executive Vice President of
Fabricated Products, Inc., a wholly-owned subsidiary of the Doe Run Resources
Corporation, from September 1996 to September 2007.
THE
BOARD OF DIRECTORS, BOARD COMMITTEES AND DIRECTOR
INDEPENDENCE
During
the year ended December 31, 2007, our Board of Directors held 13 meetings.
Each
of the incumbent directors who were on our Board of Directors during 2007
attended at least 75% of the total number of meetings of the Board of Directors
and the total number of meetings held by the committees of the Board of
Directors on which he served. In 2007, we adopted a policy requiring members
of
our Board of Directors to attend each annual meeting of stockholders. All
of our
then-sitting directors attended our annual meeting of stockholders held on
October 4, 2007.
Our
Board
of Directors had three standing committees during 2007: Audit and Finance
Committee, Compensation Committee, and Governance and Nominating Committee.
Each
committee is described more fully below.
Stockholders
may communicate with our Board of Directors by sending an email or letter
to
General Moly, Inc. Board of Directors, c/o Corporate
Secretary,
1726
Cole
Blvd., Suite 115 Lakewood, CO 80401, [email protected]. Our
Corporate Secretary will receive the correspondence and forward it to the
Chairman of the applicable Board of Directors Committee or to any individual
director or directors to whom the communication is directed.
Audit
and Finance Committee
Our
Audit
and Finance Committee members are: Mark A. Lettes (Chairman), Ricardo M.
Campoy,
and Jean-Pierre
M. Ergas, all
being
independent directors in accordance with the listing standards of the American
Stock Exchange (“AMEX”). Mark A. Lettes is deemed the committee’s financial
expert. The Audit and Finance Committee held 9 meetings in 2007. As set forth
in
its Charter, the Audit and Finance Committee recommends a firm of independent
certified public accountants to audit the annual financial statements; discusses
and approves in advance the scope of the audit with the auditors; reviews
with
the independent auditors their independence, the financial statements, and
their
audit report; reviews management’s administration of the system of internal
accounting controls; and reviews our procedures relating to business
ethics. On April 24, 2008, our Board of Directors changed the name of the
Audit & Finance Committee to the “Audit Committee” and created a separate
Finance Committee. A copy of the written Audit Committee Charter, as approved
by
our Board of Directors, is available on our website at www.generalmoly.com.
Compensation
Committee
Our
Compensation Committee members are Ricardo M. Campoy (Chairman), Mark A.
Lettes,
Richard F. Nanna, and Gary Loving. The Compensation Committee held at least
3
meetings in 2007. Our Board of Directors has approved a written Compensation
Committee Charter, a copy of which is available on our website at www.generalmoly.com.
The
primary purposes of the Compensation Committee, as set forth in its charter,
are: (i) to assist our Board of Directors in discharging its responsibilities
in
respect of compensation of our executive officers, including setting salary
and
annual bonus levels for our senior executive officers as well as overseeing
the
senior staff bonus plans, subject to the approval of the Board of Directors;
(ii) to review and evaluate compensation information for inclusion in our
filings with the Securities and Exchange Commission; (iii) to provide
recommendations to our Board of Directors in connection with directors’
compensation; (iv) to provide recommendations to our Board of Directors in
connection with succession planning for our senior management; (v) to conduct
an
annual review and evaluation of our Chief Executive Officer’s performance; (vi)
to oversee administration of our equity-based compensation and incentive
programs; and (vii) to approve and authorize grants of awards under our
equity-based compensation and incentive programs.
The
Compensation Committee’s evaluation is based on criteria designed to help ensure
that our Chief Executive Officer’s interests are aligned with the long-term
interests of our stockholders, including the performance of our business,
accomplishment of long-term strategic objectives, the handling of extraordinary
events, and the development of management.
The
Compensation Committee has delegated, to our senior management, the authority
to
make certain equity awards within prescribed limits under our 2006
Equity Incentive Plan. This delegation to make equity awards applies solely
to
awards to new non-officers at
the
time when we hire such eligible individuals. Equity compensation grants to
non-officers are generally subject to a three year vesting period. Our Human
Resources Department and Senior Paralegal assist the Compensation Committee
in
its work.
Governance
and Nominating Committee
Our
Governance and Nominating Committee members are: Richard Nanna (Chairman),
Mark
Lettes, Ricardo Campoy, Gary Loving, and Jean-Pierre
M. Ergas.
The
Governance and Nominating Committee held at least 4 meetings in 2007. Our
Board
of Directors has approved a written Governance and Nominating Committee Charter,
a copy of which is available on our website at www.generalmoly.com.
The
responsibilities of the Governance and Nominating Committee, as set forth
in its
charter, include: (i) developing policies on the size and composition of
the
Board for election or re-election and reviewing and developing the Board’s
criteria for selecting new directors, including standards for director
independence and competence; (ii) reviewing possible candidates for Board
membership consistent with the Board’s criteria for selecting new directors;
(iii) conducting an annual performance evaluation of the individual directors
and of the Board as a whole; (iv) annually recommending a slate of nominees
to
the Board with respect to nominations for the Board at the annual meeting
of our
stockholders; (v) making recommendations to the Board relating to the
composition of Board committees; (vi) advising the Board on committee member
qualifications, committee member appointments and removals, committee structure
and operations (including authority to delegate to subcommittees), and committee
reporting to the Board; and (vii) maintaining an orientation program for
new
directors and a continuing education program for all directors.
Our
stockholders may recommend director nominees, and the Governance and Nominating
Committee will consider nominees recommended by stockholders. To date, we
have
not received any recommendations from our stockholders requesting that the
Board, or any of its committees, consider a nominee for inclusion among the
Board’s slate of nominees in this proxy statement. A stockholder wishing to
submit a director nominee recommendation should comply with the provisions
of
our bylaws and the provisions set forth in this proxy statement under the
heading “Stockholder Proposals and Recommendations for Director Nominees for the
2009 Annual Meeting.” We anticipate that nominees recommended by stockholders
will be evaluated in the same manner as nominees recommended by anyone else,
although the Governance and Nominating Committee may prefer nominees who
are
personally known to the existing directors and whose reputations are highly
regarded. The Governance and Nominating Committee will consider all relevant
qualifications as well as the needs of the Company in terms of compliance
with
applicable SEC and stock exchange rules.
While
the
selection of qualified directors is a complex, subjective process that requires
consideration of many intangible factors, the Governance and Nominating
Committee and our Board take into account the following criteria, among others,
in considering directors and candidates for the Board:
|
· |
judgment,
experience, skills and personal character of the
candidate; and
|
|
· |
the
needs of the Board.
|
The
Governance and Nominating Committee conducts a preliminary assessment of
each
proposed nominee based upon the proposed nominee’s resume and biographical
information, the individual’s willingness to serve as a director of the Company,
and other background information. This information is evaluated against the
criteria set forth above and our specific needs at that time. Based upon
a
preliminary assessment of the candidate(s), those who appear best suited
to meet
our needs may be invited to participate in a series of interviews, which
are
used as a further means of evaluating potential candidates. On the basis
of
information learned during this process, the Governance and Nominating Committee
determines which nominee(s) to recommend to the Board to submit for election
at
the next annual meeting. The Governance and Nominating Committee uses the
same
process for evaluating all nominees, regardless of the original source of
the
nomination. The Governance and Nominating Committee has approved the nominees
includes in our proxy card.
Independent
Directors
Of
the
seven persons who currently make up our Board of Directors, the Board has
determined that Messrs. Nanna, Lettes, Campoy, Loving, and Ergas are independent
directors under the listing standards of AMEX.
Section
16(a) Beneficial Ownership Reporting Compliance
Section 16(a)
of the Securities Exchange Act of 1934 requires our officers, directors,
and any
person who beneficially owns more than 10% of our common stock to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission. Executive officers, directors, and more than 10% stockholders
are
required by regulation to furnish us with copies of all Section 16(a) forms
which they file. During 2007, certain of our directors and executive officers
who own our stock filed Forms 3 or Forms 4 with the Securities and Exchange
Commission. The information on these filings reflects the current ownership
position of all such individuals. To the best of our knowledge, during 2007
all
such filings by our officers and directors were made timely, except that,
due to
an administrative error in each instance, Forms 4 were not filed in a timely
manner for the following officers and directors: John B. Benjamin (1 Form
4
involving 1 transaction); Robert Dumont (1 Form 4 involving 1 transaction);
and
Robert L. Russell (2 Forms 4, each involving 1 transaction).
Code
of Ethics
We
have
adopted a Code of Conduct and Ethics for our Chief Executive Officer and
our
senior financial officers. A copy of our Code of Conduct and Ethics is
available on our website at www.generalmoly.com
and
can also
be obtained at no cost, by telephone at (303) 928-8599 or by mail at: General
Moly, Inc., 1726 Cole Blvd., Suite 115 Lakewood, CO 80401, attention: Investor
Relations. We believe our Code of Conduct and Ethics is reasonably designed
to
deter wrongdoing and promote honest and ethical conduct; provide full, fair,
accurate, timely and understandable disclosure in public reports; comply
with
applicable laws; ensure prompt internal reporting of code violations; and
provide accountability for adherence to the code.
AUDIT
COMMITTEE REPORT
The
Board
of Directors has appointed the members of the Audit and Finance Committee.
The
Audit and Finance Committee is governed by a charter that the Board of Directors
approved and adopted, a copy of which is available on the Company’s website at
www.generalmoly.com,
and
which will be reviewed and reassessed annually by the Audit and Finance
Committee. The Audit and Finance Committee is comprised of three independent
directors.
The
Board
of Directors has charged the Audit and Finance Committee with a number of
responsibilities, including review of the adequacy of the Company’s financial
reporting, accounting systems, and internal controls.
Management
is responsible for the preparation and integrity of the Company’s financial
statements. The Company’s independent registered public accounting firm is
responsible for performing an independent audit of the Company’s consolidated
financial statements in accordance with generally accepted auditing standards
and for issuing a report thereon. The Audit and Finance Committee has
independently met and held discussions with management and the Company’s
independent registered public accounting firm.
In
the
discharge of its responsibilities, the Audit and Finance Committee has:
|
(1) |
Reviewed
and discussed the Company’s audited consolidated financial statements with
management;
|
|
(2) |
Discussed
with the Company’s independent auditors the matters required to be
discussed by the Statement on Auditing Standards No. 61, Communication
with Audit Committees,
as
amended, as adopted by the Public Company Accounting Oversight
Board in
Rule 3200T, including the quality (in addition to acceptability),
clarity,
consistency, and completeness of the Company’s financial reporting;
|
|
(3) |
Received
the written disclosures and the letter from the Company’s independent
registered public accounting firm required by Independent Standards
Board
Standard No. 1, Independence
Discussions with Audit Committees,
as
adopted by the Public Company Accounting Oversight Board in Rule
3600T;
and
|
|
(4) |
Discussed
with the Company’s independent
registered public accounting firm
the independent accounting firm’s
independence.
|
Based
on
its reviews and discussions, the Audit and Finance Committee recommended
to the
Board that the Company’s audited consolidated financial statements be included
in the Company’s Annual Report on Form 10-KSB for the fiscal year ended December
31, 2007 for filing with the Securities and Exchange Commission.
AUDIT
AND FINANCE COMMITTEE
Mark
A. Lettes, Chairman
Ricardo
M. Campoy
Jean-Pierre
M. Ergas
CERTAIN
RELATED PARTY TRANSACTIONS
We
recognize that related party transactions may raise questions among our
stockholders as to whether those transactions are consistent with the best
interests of the Company and our stockholders. It is our policy to enter
into or
ratify related party transactions only when the Board of Directors, acting
through the Audit and Finance Committee, determines that the related party
transaction in question is in, or is not inconsistent with, the best interests
of the Company and our stockholders.
Our
Audit
and Finance Committee reviews
any transaction involving the Company and a related party (i) prior to the
entry
by the Company into such transaction, (ii) at least once a year after the
Company’s entry into the transaction, and (iii) upon any significant change in
the transaction or relationship. For these purposes, a “related party
transaction” includes any transaction required to be disclosed pursuant to
Item 404 of Regulation S-K. In its review of any related party
transactions, the Audit and Finance Committee will consider all of the relevant
facts and circumstances available to the Audit and Finance Committee, including
(if applicable): the benefits to the Company; the impact on a director’s
independence in the event the related person is a director, an immediately
family member of a director or an entity in which a director is a partner,
stockholder or executive officer; the availability of other sources for
comparable products or services; the terms of the transaction; and the terms
available to unrelated third parties or to employees generally.
Effective
November 28, 2007, we issued a warrant to purchase 500,000 shares of the
Company’s common stock to each of Coghill Capital Management, L.L.C., our
largest stockholder, and CCM Qualified Master Fund, Ltd., an affiliate of
Coghill Capital Management, L.L.C. Each warrant has an exercise price of
$10.00
per share and is exercisable once we have received financing necessary for
the
commencement of commercial production at the Mount Hope molybdenum project
(the
“Mt. Hope Project”).
On
January 30, 2007, we entered into an amended and restated employment agreement
with Mr. Robert L. Russell, our then Chief Executive Officer and Chairman
of the
Board of Directors, as well as the father of Mr. R. David Russell, a current
member of our Board of Directors, that increased Mr. Robert Russell’s annual
base salary to $350,000 and provided for Mr. Robert Russell to serve as our
Executive Director for 24 months. In June 2007, our Board of Directors voided
Mr. Robert Russell’s amended and restated employment agreement and confirmed the
terms of Mr. Robert Russell’s March 2005 employment agreement, which provided
that Mr. Robert Russell would be paid a base salary of $180,000 per year,
subject to annual increases at the discretion of the Board.
On
October 1, 2007, we entered into a General Release and Settlement Agreement
(the
“Release Agreement”) with Mr. Robert Russell. Pursuant to the terms of the
Release Agreement, Mr. Robert Russell resigned as an employee of the Company
and
as a member of our Board of Directors. The Release Agreement also provided,
among other things, for a general release of any claims by Mr. Robert Russell
against the Company and, subject to the terms and conditions of the Release
Agreement, for Mr. Robert Russell to receive $1,000,000 on the effective
date of
the Release Agreement, $750,000 on or about April 1, 2008, and $750,000 on
or
before October 1, 2008. In the event of a change of control of the Company,
Mr.
Robert Russell will be entitled to receive all amounts due but unpaid under
the
Release Agreement.
In
connection with entering into the Release Agreement, on October 1, 2007,
we also
entered into a Consulting and Advisory Agreement (the “Consulting Agreement”)
with Mr. Robert Russell. The Consulting Agreement provides, among other things,
for Mr. Robert Russell to provide consulting and advisory services (the
“Services”) to us for a term of thirty-six months. In consideration for the
Services to be performed, Mr. Robert Russell will receive an annual payment
of
$250,000 and, subject to the terms and conditions of the Consulting Agreement,
a
bonus of $250,000 payable within 45 days of the start of construction of
the Mt.
Hope Project. In the event of a change of control of the Company, Mr. Robert
Russell will be entitled to receive all amounts earned through the date of
the
change of control, plus a sum equal to the remaining amounts due under the
Consulting Agreement.
On
January 30, 2007, we entered into an amended and restated employment agreement
with Mr. Andrew Russell, a son of Mr. Robert Russell and the brother of Mr.
R.
David Russell, for services as our Director of Projects and Operations for
a
term of three years. On January 1, 2008, we entered into an amendment to
the
amended and restated employment agreement to provide for annual bonuses to
Mr.
Andrew Russell to be paid within 45 days following the end of each calendar
year
(as amended, the “Amended and Restated Employment Agreement”). Under the Amended
and Restated Employment Agreement, Mr. Andrew Russell receives a salary of
$200,000 per year and is entitled to an annual bonus, payable within 45 days
of
the each calendar year, of an amount not less than 50% of Mr. Andrew Russell’s
base salary.
Pursuant
to the terms of the Amended and Restated Employment Agreement, Mr. Andrew
Russell also received a stock option to purchase 140,000 shares of our common
stock at $2.78 per share, the closing price of our common stock on January
30,
2007, an additional aggregate amount of 90,000 shares of restricted common
stock
that will vest based on certain performance based milestones, and the right
to
receive additional cash bonuses upon the completion of these same milestones.
The specific milestones, the number of shares of restricted stock that vest
upon
completion of these milestones, as applicable, and the cash bonuses payable
upon
completion of these milestones are as follows: (i) 10,000 shares and $15,000
upon completion of the Company’s Mt. Hope Bankable Feasibility Study; (ii)
20,000 shares and $20,000 upon the Company obtaining water rights necessary
to
operate Mt. Hope Project’s planned facilities; (iii) 20,000 shares and $50,000
if the Company receives a favorable Record of Decision for the Mt. Hope Project
during the term of the Amended and Restated Employment Agreement; (iv) not
less
than $100,000 if the Company obtains sufficient financing to commence operation
of the Mt. Hope Project within the term of the Amended and Restated Employment
Agreement; and (v) 40,000 shares and $200,000 if operations commence at the
Mt.
Hope Project during the term of the Amended and Restated Employment Agreement
or
six months thereafter.
In
the
event Mr. Andrew Russell’s employment is terminated without cause, he will be
entitled to an amount equal to 18 months of his annual base salary, any declared
bonuses not yet paid, and all unvested stock options and awards will accelerate
as to vesting. In the event Mr. Andrew Russell’s employment is terminated in
connection with a change of control of the Company, Mr. Andrew Russell will
be
entitled to receive an amount equal to 138% of his annual base salary and
138%
of his annual budgeted bonus. If Mr. Andrew Russell terminates his employment
for “Good Reason,” which includes substantial diminution of Mr. Andrew Russell’s
duties, a direction to Mr. Andrew Russell that would violate local, state
or
federal law, or a failure by the Company to pay Mr. Andrew Russell’s base
salary, Mr. Andrew Russell will be entitled to his annual base salary as
of the
date of termination, together with one year of his base salary, and all unvested
stock options and awards will accelerate as to vesting.
EQUITY
COMPENSATION PLAN INFORMATION
The
following table provides information as of December 31, 2007 with respect
to the
shares of our common stock that may be issued under our existing equity
compensation plans.
Plan
Category
|
|
Number of
Securities to be
Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
(c)
|
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)
|
|
Number of
Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding
Securities Reflected in Column (a))
(c)
|
|
Equity
compensation plans not approved by security holders
|
|
|
1,307,500
|
|
|
|
$1.31
|
|
|
|
n/a
|
|
|
Equity
compensation plans approved by security holders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
Plan
|
|
|
2,670,000
|
|
|
|
5.26
|
|
|
|
1,420,000
|
(1)
(2)
|
|
2003
Plan
|
|
|
90,000
|
|
|
|
1.55
|
|
|
|
360,000
|
(3)
|
|
Total
|
|
|
4,067,500
|
|
|
|
$3.91
|
|
|
|
1,780,000
|
|
|
_______________________
(1) |
The
aggregate number of shares of common stock that may be issued pursuant
to
awards granted under the 2006 Equity Incentive Plan will not exceed
5,100,000, plus the number of shares that are ungranted and those
that are
subject to reversion under 2003 Stock Plan. Shares under the 2003
Plan
that become eligible for awards under the 2006 Plan may not be
granted
again under the 2003 Plan.
|
(2) |
As
of January 1, 2007, the number of shares of common stock that remained
available for issuance under the 2006 Plan was 3,500,000.
|
(3) |
As
of January 1, 2007, the number of shares of common stock that remained
available for issuance under the 2003 Plan was 360,000.
|
EXECUTIVE
COMPENSATION
Introduction
The
Compensation Committee of our Board of Directors sets total compensation
for our
executive officers, including our Chief Executive Officer and Chief Financial
Officer.
We
are a
development stage company in the business of the exploration, development
and
mining of properties primarily containing molybdenum.
We do
not have any operations and have relatively few employees. Because of our
size
and stage of development, we do not have a broad-based, detailed executive
compensation program. Instead, we have a fairly simple executive compensation
program that is intended to provide appropriate compensation for our executive
officers. The program currently has three major components: salary, annual
bonus
and equity-based incentives, such as stock options and restricted stock awards.
The program’s overall objective is to enable us to obtain and retain the
services of skilled executives. The compensation program seeks to enhance
stockholder value by aligning the financial interests of our executive officers
with those of our stockholders. For example, our equity-based compensation
program is designed to retain the individual executive officer and to align
his
long-term financial interests with those of our stockholders. We also have
designed our compensation program to motivate and reward executives whose
knowledge, skills and performance are critical to our success. Compensation
depends to a significant extent on the achievement of annual and long-term
performance goals.
The
compensation packages for our executive officers are designed to promote
teamwork as well as individual initiative and achievement. We have entered
into
employment agreements with each of our executive officers. A summary of our
employment agreements with each of our Named Executive Officers is set forth
below. We believe that these employment agreements are necessary to grow
the
Company and to increase our stockholder value. Each employment agreement
sets
the compensation for the individual executive officer. In establishing the
agreement with each executive officer, the Compensation Committee takes into
account many factors, including the individual’s prior business experience,
historical compensation levels, work performance, and retention considerations
and our business need for the executive’s skills. The Compensation Committee
also considered external market data, market trends, and the individual
experience of the Compensation Committee members.
Elements
of Compensation
Our
compensation program has three principal elements: salary, annual bonus,
and
equity-based incentives. The remaining compensation, paid through employee
benefits, is not significant in amount or as a percentage of any executive’s
compensation. Each of these components is discussed further below.
Base
Salary.
We
recognize that paying a reasonable base salary is necessary in order for
us to
obtain and retain the services of skilled executives. We establish our
executives’ salaries based on consideration of, among other things, the scope of
their responsibilities, taking into account competitive market compensation
for
similar positions, seniority of the individual, and our ability to replace
the
individual, as well as the median of the range of salaries for executives
in
similar positions with similar responsibilities at comparable companies.
Base
salaries are reviewed annually by our Compensation Committee and our Board
and
may be adjusted pursuant to this annual review. An adjustment to an executive’s
salary may be made, for example, to align that salary with market levels,
taking
into account the individual’s responsibilities, performance and experience. The
salaries of our executive officers were well below the median through 2006,
reflecting the underfunding of a startup company. However, salaries were
adjusted in 2007 to reflect salaries paid to individuals in operating companies
with similar positions and responsibilities.
Discretionary
Performance Bonus.
Our
Board has the authority to award discretionary bonuses to our executive officers
based upon their performance and efforts. We believe it is reasonable and
necessary to compensate our executive officers with bonus payments for achieving
financial, operational and strategic goals. Bonus amounts are intended to
reward
both achievement of Company goals and individual performance. Annual bonuses
have traditionally been paid to executive officers to recognize specific
accomplishments and overall performance.
Long-Term
Equity Incentive Program.
We
focus on creating long-term value for our stockholders by aligning the financial
interests of our executive officers with those of our stockholders, since
the
price of our stock is the principal factor in stockholder value over time.
We
believe that stock-based incentives through stock options and restricted
stock
awards ensure that our executive officers have a continuing stake in our
long-term success. We have issued stock options and/or restricted stock awards
to our executive officers under our 2003 Stock Option Plan (sometimes
hereinafter referred to as the “2003 Plan”) and 2006 Equity Incentive Plan
(sometimes hereinafter referred to as the “2006 Plan” and the 2003 Plan and 2006
Plan, together are sometimes hereinafter referred to as the “Plans”) and outside
of any formal plan. Stock option awards are principally given at the start
of
employment with vesting complete by the end of the officer’s second anniversary
of employment. The Board adopted the Plans to give us greater ability to
attract, retain, and motivate our officers and key employees and are intended
to
provide us with the ability to provide incentives that are more directly
linked
to the success of our business and increases in stockholder value.
Our
2006
Plan provides for the grant of ISOs, nonqualified stock options, restricted
stock awards, restricted stock units and stock appreciation rights, which
may be
granted to our employees (including officers), directors and consultants,
to
retain the services of participants, to secure and retain the services of
new
members of this group and to provide incentives for such persons to exert
maximum efforts for the success of the Company. Each award is subject to
an
agreement between the Company and the recipient of the grant reflecting the
terms and conditions of the award. Subject to the terms of the 2006 Plan,
the
Compensation Committee establishes guidelines for recipients, grant dates,
the
numbers and types of stock awards to be granted and the terms and conditions
of
the stock awards, including the period of their exercisability and vesting.
The
Compensation Committee also determines, in accordance with the 2006 Plan,
the
exercise price of options granted, the purchase price for restricted stock
and
restricted stock units, and, if applicable, the strike price for stock
appreciation rights.
Employee
Benefits.
Our
executive officers participate in the same employee benefit programs (health,
dental, and, effective January 1, 2008, life, accident and disability insurance)
as other employees, and on the same basis with our other employees.
Timing
of Compensation Decisions
Salary
adjustments and bonus awards have typically been made at the Compensation
Committee and Board meetings held in January. Adjustments to salary and bonus
awards are based on the individual executive officer’s performance in the prior
fiscal year and are awarded in January.
Individual
Executive Officers
Each
of
our executive officers is considered individually in the compensation setting
process. In setting cash compensation, the primary factors are the scope
of the
executive officer’s duties and responsibilities, the executive officer’s
performance of those duties and responsibilities, the executive officer’s
experience level and tenure with us, and a general evaluation of the competition
in the market for skilled executives with the executive officer’s experience.
Long-term equity incentives are focused largely on retention of our executive
officers and matching the financial interests of our executive officers with
those of our stockholders.
Summary
Compensation Table
The
following table sets forth, for the years ended December 31, 2007 and 2006,
compensation awarded to, earned by, or paid to each person who served as
our
Chief Executive Officer during 2007, Chief Financial Officer, and Vice President
of Project Development (collectively, the “Named Executive Officers”).
Columns
required by SEC rules are omitted where there is no amount to report.
SUMMARY
COMPENSATION TABLE
FOR
THE FISCAL YEARS ENDED DECEMBER 31, 2007 AND 2006
Name
and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Option
Awards(1)
($)
|
|
All
Other
Compensation
($)
|
|
Total
($)
|
|
Bruce
D. Hansen(2)
|
|
|
2007
|
|
|
324,215
|
|
|
75,000
|
|
|
695,000
|
|
|
1,086,259
|
|
|
-
|
|
|
2,180,474
|
|
Chief
Executive Officer
|
|
|
2006
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
A. Chaput(3)
|
|
|
2007
|
|
|
153,571
|
|
|
50,000
|
|
|
-
|
|
|
925,007
|
|
|
50,000
|
(4)
|
|
1,178,578
|
|
|
|
|
2006
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert
L. Russell(5)
|
|
|
2007
|
|
|
253,583
|
|
|
-
|
|
|
-
|
|
|
28,193
|
|
|
2,562,500
|
(6)
|
|
2,844,276
|
|
Former
Chief Executive Officer
|
|
|
2006
|
|
|
220,750
|
|
|
225,000
|
|
|
-
|
|
|
81,020
|
|
|
|
|
|
526,770
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew
J. Russell(7)
|
|
|
2007
|
|
|
195,308
|
|
|
150,000
|
|
|
250,200
|
|
|
238,829
|
|
|
-
|
|
|
834,337
|
|
Vice
President of Project Development
|
|
|
2006
|
|
|
56,851
|
|
|
31,775
|
|
|
-
|
|
|
23,740
|
|
|
-
|
|
|
112,366
|
|
_______________________
(1) |
The
fair value is calculated using the Black Scholes value on the grant
date.
|
(2) |
Mr.
Hansen was hired as our Chief Executive Officer on January 30,
2007.
|
(3) |
Mr.
Chaput was hired as our Chief Financial Officer on April 25, 2007.
|
(4) |
Pursuant
to the terms of his employment agreement with the Company, Mr.
Chaput
received $50,000 upon the establishment of a dwelling at his assigned
location.
|
(5) |
Mr.
Robert Russell served as President and Chief Executive Officer
until
January 30, 2007. Mr. Russell also served as our Executive Director
and
Chairman of the Board until his resignation as an employee and
director of
the Company on October 1, 2007.
|
(6) |
Pursuant
to the terms of the Release Agreement, Mr. Robert Russell received
$1,000,000 on the effective date of the Release Agreement, received
$750,000 on or about April 1, 2008, and is to receive $750,000
on or
before October 1, 2008. Pursuant
to the terms of the Consulting Agreement, Mr. Robert Russell received
$62,500 in 2007.
|
(7) |
Mr.
Andrew Russell was hired as our Vice President of Projects and
Operations
on August 14, 2006 and has
been our Vice President of Project Development since September
2007.
|
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth information concerning the unexercised options,
stock
that has not vested, and equity incentive plan awards for each of our Named
Executive Officers as of the year ended December 31, 2007. Columns
required by SEC rules are omitted where there is no amount to
report.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
Option
Awards
|
|
Stock
Awards
|
Name
|
Number
of Securities Underlying Unexercised Options(1)
(#)
Exercisable
|
|
Number
of Securities Underlying Unexercised Options(1)
(#)
Unexercisable
|
|
Option Exercise Price(2) ($)
|
|
Option Expiration Date
|
|
Plan
Awards: Number of Shares
or Units
of Stock That Have
Not Vested
(#)
|
|
Plan
Awards:
Market Value of Shares or Units
of Stock That Have
Not Vested
($)
|
Bruce
D. Hansen
Chief
Executive Officer
|
500,000(3)
|
|
250,000(4)
|
|
2.78
2.78
|
|
1/30/2012
1/30/2013
|
|
250,000(5)
|
|
2,917,500
|
|
|
|
|
|
|
|
|
|
|
|
|
David
A. Chaput
Chief
Financial Officer
|
150,000(6)
|
|
100,000(7)
150,000(8)
|
|
6.40
6.40
6.40
|
|
4/25/2012
4/25/2013
4/25/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert
L. Russell
Former
Chief Executive Officer
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew
J. Russell
Vice
President of Project Development
|
30,000(9)
140,000(12)
|
|
30,000(11)
|
|
2.10
2.10
2.78
|
|
8/14/2012
8/14/2013
1/30/2012
|
|
90,000(10)
|
|
1,050,300
|
_______________________
(1) |
Awards
to Mr. Hansen and Mr. Chaput were made under the 2006 Plan. Awards
to Mr.
Andrew Russell were made under the 2006 Plan, 2003 Plan, and outside
of
any plan.
|
(2) |
Exercise
price is the closing market price of the stock on the day of the
grant.
|
(3) |
Option
granted on January 30, 2007 and vested
immediately.
|
(4) |
Option
granted on January 30, 2007 and vested on the first anniversary
of the
grant date.
|
(5) |
Restricted
stock award granted on January 30, 2007 and vested upon the completion
of
a financing that will satisfy the cash requirements of the Company
as set
forth in the Company’s 2007 budget.
|
(6) |
Option
granted on April 25, 2007 and vested immediately.
|
(7) |
Option
granted on April 25, 2007 and vests on the first anniversary of
the grant
date.
|
(8) |
Option
granted on April 25, 2007 and vests upon the completion of a financing
which raises sufficient capital to commence production at the Mt.
Hope
Project and to cover costs and expenditures during the construction
period.
|
(9) |
Option
to purchase 30,000 shares granted effective August 14, 2006 and
vested on
the first anniversary of the grant date.
|
(10) |
Restricted
stock grant awarded on January 30, 2007. 10,000 shares vested upon
completion of the Company’s Bankable Feasibility Study and 20,000 shares
vested upon the Company obtaining water rights necessary to operate
Mt.
Hope Project’s planned facilities. The remaining 60,000 shares are subject
to the following vesting schedule: (i) 20,000 shares will vest
if the
Company receives a favorable Record of Decision for the Mt. Hope
Project
during the term of the Amended and Restated Employment Agreement;
and (ii)
40,000 shares vest if operations commence at the Mt. Hope Project
during
the term of the Amended and Restated Employment Agreement or six
months
thereafter.
|
(11) |
Option
granted effective August 14, 2006 and vests on the second anniversary
of
the grant date.
|
(12) |
Option
granted on January 30, 2007 and vested immediately.
|
Potential
Payments Upon Termination or Change-In-Control
Potential
payments upon termination or change in control for Mr. Hansen and Mr. Chaput
are
set forth in their respective employment agreements, described below.
Information regarding payments made, or to be made, to Robert R. Russell
and
Andrew J. Russell, including potential payments upon termination or change
in
control, are set forth under the heading “Certain Related Party Transactions.”
In
addition, in the event of a change in control as defined in the Plans, all
outstanding options and other awards under the Plans may be assumed, continued
or substituted for by any surviving or acquiring entity. If the surviving
or
acquiring entity elects not to assume, continue or substitute for such awards,
the vesting of such awards held by award holders whose service with us or
any of
our affiliates has not terminated will be accelerated and such awards will
be
fully vested and exercisable immediately prior to the consummation of such
transaction, and the stock awards shall automatically terminate upon
consummation of such transaction if not exercised prior to such
event.
Employment
Agreements
The
following is a summary of the employment agreements that were in effect between
us and each of the Named Executive Officers during the last fiscal year.
These
agreements are also summarized below.
Bruce
D. Hansen
On
January 30, 2007, we entered into an employment agreement with Bruce D. Hansen
to serve as our Chief Executive Officer for a term of three years. Under
this
agreement, Mr. Hansen is paid an annual base salary of $350,000, subject
to
annual review and adjustment by the Board. Mr. Hansen is also eligible to
receive a discretionary cash performance bonus in an amount, if any, as
determined by the Board from time to time. In addition, Mr. Hansen was granted
a
stock option to purchase 750,000 shares of stock, of which 500,000 shares
vested
upon grant and 250,000 shares vested on the first anniversary of the grant.
Mr.
Hansen was also granted a restricted stock award of 250,000 shares that vested
upon completion of a financing that satisfied the cash requirements in our
2007
budget. Upon the completion of an equity or debt financing that raises
sufficient capital to commence production at the Mt. Hope Project, Mr. Hansen
is
also entitled to a cash payment of $1,000,000. If a change of control occurs,
Mr. Hansen will be entitled to receive three years of annual base salary
and all
unvested stock options and awards will accelerate as to vesting. If Mr. Hansen
terminates his employment for “Good Reason,” which includes substantial
diminution of Mr. Hansen’s duties, a direction to Mr. Hansen that would violate
local, state or federal law, or a failure by the Company to pay Mr. Hansen’s
base salary, Mr. Hansen will be entitled to his annual base salary as of
the
date of termination, together with one year of his base salary. In the event
the
Company terminates Mr. Hansen’s employment without cause, Mr. Hansen will be
entitled to his annual base salary as of the date of termination, together
with
two years of his base salary.
David
A. Chaput
On
April
25, 2007, we entered into the three-year employment agreement with David
A.
Chaput pursuant to which Mr. Chaput serves as our Chief Financial Officer.
Pursuant to the terms of this agreement, Mr. Chaput is paid a minimum base
salary of $225,000 per year. The agreement also provided Mr. Chaput a cash
bonus of $50,000 upon his establishment of a dwelling at his assigned location
and provides for such other cash bonuses as our Board of Directors may determine
from time to time. In addition, Mr. Chaput received an option to purchase
400,000 shares of common stock under the 2006 Plan, 150,000 of which vested
on
the grant date, 100,000 of which will vest on the first anniversary of the
grant
date, and 150,000 of which will vest upon completion of a financing which
raises
sufficient capital to commence production of the Mt. Hope Project. Mr. Chaput
will also receive a cash payment of $400,000 within 45 days of the completion
of
a financing which raises sufficient capital to commence production at the
Mt.
Hope Project. If Mr. Chaput’s employment is terminated without cause, Mr. Chaput
will receive any base compensation earned but not yet paid and a payment
equal
to two years of his annual base compensation. Upon a change of control of
the Company, Mr. Chaput will receive three years of his annual base
compensation, and any unvested options that Mr. Chaput holds will vest on
the
effective date of the closing of the change of control event. In addition,
if Mr. Chaput terminates his employment for “Good Reason,” which includes
substantial diminution of Mr. Chaput’s duties, a direction to Mr. Chaput that
would violate local, state or federal law, or a failure by the Company to
pay
Mr. Chaput’s base salary, Mr. Chaput will be entitled to receive any base
compensation earned but not yet paid and a payment equal to one year of his
annual base compensation. In the event the Company terminates Mr. Chaput’s
employment without cause, Mr. Chaput will be entitled to his annual base
salary
as of the date of termination, together with two years of his base
salary.
Director
Compensation
The
following table sets forth information concerning compensation paid for the
year
ended December 31, 2007 to directors who were not employees. Mr. Hansen,
who is
also our Chief Executive Officer, does not receive any separate cash
compensation as a director. Mr. Robert Russell, who is our former Chief
Executive Officer, Executive Director, and member of our Board of Directors,
did
not receive any separate cash compensation as a director. Each of Mr. Hansen
and
Mr. Robert Russell’s compensation is fully reflected in the Summary Compensation
Table and, as appropriate, in the other tables above. Columns
required by SEC rules are omitted where there is no amount to
report.
Name
|
Fees
Earned or Paid in Cash
($)
|
Stock
Awards(1)
($)
|
Option
Awards(1)
($)
|
Total
($)
|
John
B. Benjamin(2)
|
5,500
|
33,550
|
|
39,050
|
Gene
W. Pierson(3)
|
7,500
|
33,550
|
|
41,050
|
Norman
A. Radford(3)
|
13,500
|
33,550
|
|
47,050
|
R.
David Russell
|
9,000
|
50,325
|
28,193
|
87,518
|
Richard
F. Nanna
|
14,500
|
50,325
|
|
64,825
|
Ricardo
M. Campoy
|
17,500
|
|
114,821
|
132,321
|
Mark
A. Lettes
|
17,000
|
|
163,886
|
180,886
|
_______________________
(1) |
These
amounts reflect the aggregate compensation costs for financial
statement
reporting purposes for fiscal year 2007 under Statement of Financial
Accounting Standards No. 123(R), “Share-Based Payment”. These amounts
do not reflect amounts paid to or realized by the director for
fiscal year
2007. For information on the method used to calculate stock based
compensation costs, see the discussion under the heading “Share-Based
Compensation” under Item 6 in our Annual Report on Form 10-KSB for fiscal
year ended December 31, 2007.
As
of
December 31, 2007, the aggregate number of shares of our common
stock
underlying outstanding option awards for each non-employee director
was as
follows: Mr. Benjamin — 0 shares; Mr. Pierson —
220,000 shares; Mr. Radford — 157,500 shares; Mr. R.
David Russell — 290,000 shares; Mr. Nanna —
220,000 shares; Mr. Campoy — 150,000 shares;
Mr. Lettes — 100,000 shares. As
of
December 31, 2007, the following non-employee directors held the
following
number of shares of restricted stock: Mr. Pierson —
40,000 shares; Mr. Radford — 40,000 shares; Mr. R.
David Russell — 40,000 shares; Mr. Nanna —
40,000 shares.
|
(2) |
Mr.
Benjamin served as a member of our Board of Directors until October
4, 2007.
|
(3) |
Effective
February 6, 2008, Norman A. Radford and Gene W. Pierson resigned
from our
Board of Directors and all other position each held with the Company.
Upon
their resignations, Mr. Radford and Mr. Pierson each forfeited
all but
8,333 shares of stock underlying outstanding stock awards as of
December
31, 2007. In connection with their resignations from our Board
of
Directors, Mr. Radford and Mr. Pierson each received a stock award
of
5,000 shares.
|
In
July
2007, our Compensation Committee and Board of Directors approved a new director
compensation plan under which directors receive $6,000 per year in cash
compensation, plus a cash payment of $1,000 for each Board meeting they attend
in person or by telephone. Additionally, the Chairman of our Board of Directors
receives an additional cash payment of $2,500 per quarter. Each committee
member
receives a cash payment of $500 per meeting attended in person or by telephone
and the chairman of each committee receives an additional cash payment of
$1,000
per quarter. Directors also receive a bi-annual grant of restricted shares
that
vest over a two year period. The number of shares granted is based on a total
value of $320,000, as determined by reference to the price per share of our
common stock on the date of grant. The Chairman of the Board of Directors
receives an additional bi-annual grant of additional restricted shares, based
on
a total value of $80,000, that vest over a two year period. A director that
leaves our Board of Directors prior to the expiration of his or her term
(other
than removal for cause) will receive a pro rata portion of the awards
granted.
VOTING
SECURITIES AND PRINCIPAL HOLDERS
The
following table sets forth information as of April 16, 2008 regarding the
ownership of our common stock by:
|
· |
each
person who is known by us to own more than 5% of our shares of
common
stock;
|
|
· |
each
of our Named Executive Officers and directors; and
|
|
· |
all
of our current executive officers and directors as a
group.
|
For
the
purposes of the information provided below, beneficial ownership is determined
in accordance with the rules of the SEC, and for each person includes shares
of
our common stock that person has the right to acquire within 60 days
following April 16, 2008 subject to options or warrants. Except as indicated
in
the footnotes to these tables, and as affected by applicable community property
laws, all persons listed have sole voting and investment power for all shares
shown as beneficially owned by them.
Name
of Beneficial Owner(1)
|
|
Amount
and Nature of Beneficial Ownership
|
|
Percent
of Class(2)
|
|
CCM
Master Qualified Fund, Ltd
Coghill
Capital management, LLC
CCM
Special Holdings Fund, LP
Clint
D. Coghill (3)
|
|
|
15,910,485
|
|
|
21.2
|
%
|
ArcelorMittal
S.A.
ArcelorMittal
Treasury SNC
(4)
|
|
|
8,256,699
|
|
|
11.6
|
%
|
Harbert
Management Corporation
Philip
Falcone
Raymond
J. Harbert
Michael
D. Luce (5)
|
|
|
5,939,000
|
|
|
8.4
|
%
|
Harbinger
Capital Partners Master Fund I, Ltd
Harbinger
Capital Partners Offshore Manager, L.L.C.
HMC
Investors, L.L.C. (6)
|
|
|
3,959,403
|
|
|
5.6
|
%
|
Citadel
Investment Group, L.L.C.
Citadel
Investment Group II, L.L.C.
Citadel
Limited Partnership
Citadel
Holdings II LP
Citadel
Advisors LLC
Citadel
Equity Fund Ltd.
Citadel
Derivatives Trading Ltd.
Kenneth
Griffin (7)
|
|
|
5,820,944
|
|
|
8.2
|
%
|
Robert
L. Russell(8)
|
|
|
1,592,762
|
|
|
2.2
|
%
|
R.
David Russell(9)
|
|
|
1,290,070
|
|
|
1.8
|
%
|
Bruce
D. Hansen(10)
|
|
|
1,150,000
|
|
|
1.6
|
%
|
Richard
F. Nanna(11)
|
|
|
638,003
|
|
|
*
|
|
Jean-Pierre
M. Ergas(12)
|
|
|
509,948
|
|
|
*
|
|
David
A. Chaput(13)
|
|
|
251,500
|
|
|
*
|
|
Andrew
J. Russell(14)
|
|
|
232,797
|
|
|
*
|
|
Ricardo
M. Campoy(15)
|
|
|
124,166
|
|
|
*
|
|
Mark
A. Lettes(16)
|
|
|
66,666
|
|
|
*
|
|
Gary
A. Loving(17)
|
|
|
33,648
|
|
|
*
|
|
Directors
and executive officers as a group (12 persons) (18)
|
|
|
4,601,798
|
|
|
6.3
|
%
|
___________
*
Less
than 1%.
(1) |
The
address for our directors and officers is 1726 Cole Blvd, Suite
115,
Lakewood, CO 80401.
|
(2) |
Based
on 70,930,195 shares of our common stock outstanding as of April
16, 2008.
In accordance with SEC rules, percent of class as of April 16,
2008 is
calculated for each person and group by dividing the number of
shares
beneficially owned such person or group by the sum of the total
number of
our stock outstanding, plus the number of shares subject to securities
exercisable by that person or group within
60 days.
|
(3) |
Based
on a Schedule 13D filed with the SEC on March 6, 2008 and Forms
4 filed with the SEC on April 1, 2008. Includes 4,250,000 shares
of common stock issuable upon the exercise of outstanding warrants.
Such
persons share voting
and disposition power for all shares shown as beneficially owned
by
them. The
address for these persons is 1 N. Wacker Dr. Ste. 4350, Chicago,
IL 60606.
Such persons disclaim beneficial ownership of the securities except
to the extent of their pecuniary interest
therein.
|
(4) |
Based
on a Schedule 13G filed with the SEC on December 7, 2007. Such
persons
share voting
and disposition power for all shares shown as beneficially owned
by
them. The
address ArcelorMittal S.A. is 19, Avenue de la Liberte, L-2930
Luxembourg,
Grand Duchy of Luxembourg. The address for ArcelorMittal Treasury
SNC is 1
a 5, rue Luigi Cherubini, Saint Denis 93200, St. Denis, France.
|
(5) |
Based
on a Schedule 13G filed with the SEC on February 8, 2008.
Shares
listed as beneficially owned by these persons and the calculation
of the
percent of class includes 3,959,403 shares also listed in this
table as
beneficially owned by Harbinger
Capital Partners Master Fund I, Ltd, Harbinger Capital Partners
Offshore
Manager, L.L.C., and HMC Investors, L.L.C.
Such
persons share voting
and disposition power for all shares shown as beneficially owned
by them
and also share voting and disposition power with respect to 3,959,403
of
these shares with Harbinger
Capital Partners Master Fund I, Ltd, Harbinger Capital Partners
Offshore
Manager, L.L.C., and HMC Investors, L.L.C.
Such
persons disclaim beneficial ownership of the securities except
to the
extent of their pecuniary interest therein. The address for Philip
Falcone
is 555 Madison Avenue, 16th
Floor, New York, New York 10022. The address for Harbert Management
Corporation, Rayment J. Harbert, and Michael D. Luce is One Riverchase
Parkway South, Birmingham, Alabama 35244.
|
(6) |
Based
on a Schedule 13G filed with the SEC on February 8, 2008. Such
persons share voting
and disposition power for all shares shown as beneficially owned
by them
and
also share voting and disposition power with respect to these shares
with
Harbert Management Corporation, Philip Falcone, Raymond J.
Harbert,
and Michael
D. Luce. Such
persons disclaim beneficial ownership of the securities except
to the
extent of their pecuniary interest therein. The address for Harbinger
Capital Partners Master Fund I, Ltd. is c/o International Fund
Services
(Ireland) Limited, Third Floor, Bishop’s Square, Redmond’s Hill, Dublin 2,
Ireland.
|
(7) |
Based
on a Schedule 13G filed with the SEC on February 13, 2008. Such
persons share voting
and disposition power for all shares shown as beneficially owned
by
them. The
address for these persons is 131 S. Dearborn Street,
32nd
Floor, Chicago, Illinois
60603.
|
(8) |
Based
on a Schedule 13G filed with the SEC on February 14, 2008. The
address for Mr. Robert Russell is 120
N. Pine Street, Ste. 156, Spokane, WA
99202.
|
(9) |
Includes
290,000 shares issuable upon the exercise of vested options and
40,000
shares of restricted common stock.
|
(10) |
Includes
750,000 shares issuable upon the exercise of vested
options.
|
(11) |
Includes
220,000 shares issuable upon the exercise of vested options and
40,000
shares of restricted common stock.
|
(12) |
Includes
33,648 shares of restricted common stock and 75,000 shares held
by Sagre
L.P., a family limited partnership of Mr.
Ergas.
|
(13) |
Includes
250,000 shares issuable upon the exercise of vested options.
|
(14) |
Includes
170,000 shares issuable upon the exercise of vested options and
5,000
common shares owned by Mr. Russell’s spouse for which Mr. Russell
disclaims beneficial ownership.
|
(15) |
Includes
116,666 shares issuable upon the exercise of vested options and
2,500
shares owned by Mr. Campoy’s son.
|
(16) |
Includes
66,666 shares issuable upon the exercise of vested
options.
|
(17) |
Includes
33,648 shares of restricted common
stock.
|
(18) |
Includes
2,003,332 shares issuable upon the exercise of vested options and
312,296
shares in restricted stock grants.
|
PROPOSAL
2: RATIFICATION OF INDEPENDENT AUDITOR
The
Audit
and Finance Committee of our Board of Directors selected
PricewaterhouseCoopers LLP
as our
independent registered public accounting firm for the fiscal year ended December
31, 2008. Our Board of Directors is asking stockholders to ratify the selection
of PricewaterhouseCoopers
llp
as our
independent registered public accounting firm for fiscal year 2008. Although
current law, rules, and regulations, as well as the charter of the Audit
and
Finance Committee, require the Audit and Finance Committee to appoint, retain,
and supervise our independent auditor, our Board of Directors considers the
selection of our independent registered public accounting firm to be an
important matter of stockholder concern and is submitting the selection of
PricewaterhouseCoopers
llp
for
ratification by stockholders as a matter of good corporate practice.
The
affirmative vote of holders of a majority of the shares of common stock
represented at the Annual Meeting is required to approve the ratification
of the
selection of PricewaterhouseCoopers
LLP
as our
independent auditor for the current fiscal year.
THE
BOARD RECOMMENDS A VOTE “FOR” PROPOSAL 2
Independent
Accountant
On
August
21, 2007, our Audit and Finance Committee, with the approval of our Board
of
Directors, dismissed Williams & Webster, P.S. (“Williams & Webster”) as
our independent registered public accounting firm. The reports of Williams
&
Webster on our financial statements for the past two years contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principle. During the period of
engagement through Williams & Webster’s dismissal, there were no
disagreements with Williams & Webster on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Williams &
Webster, would have caused it to make reference to the subject matter of
the
disagreements in connection with its reports.
On
August
21, 2007, our Audit and Finance Committee, with the approval of our Board
of
Directors, engaged PricewaterhouseCoopers LLP as our new independent registered
public accounting firm. The decision to change accountants was approved by
our
Audit and Finance Committee. Representatives of PricewaterhouseCoopers
llp
will be
present at the Annual Meeting, will have the opportunity to make a statement
if
they so desire, and are expected to be available to respond to appropriate
questions.
Audit
Fees
The
aggregate fees billed for professional services rendered by our principal
accountants for the audit of our annual financial statements for the fiscal
year
ended December 31, 2007 and re-audit of our annual financial statements for
fiscal years ended December 31, 2004, 2005, and 2006 was $556,804. The aggregate
fees billed for professional services rendered by Williams & Webster for the
audit of our financial statements for the fiscal year ended December 31,
2006
was $27,500.
Audit-Related
Fees
There
were no fees billed in the last three fiscal years for assurance and related
services by our principal accountants that are reasonably related to the
performance of the audit or review of our financial statements except as
set
forth in the preceding paragraph.
Tax
Fees
There
were no fees billed in the last three fiscal years for professional services
rendered by the principal accountant for tax compliance, tax advice and tax
planning.
All
Other Fees
We
incurred no fees from our principal accountants during the last two fiscal
years
for products and services other than as set forth above.
Policy
on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent
Auditors
Our
Audit
and Finance Committee is responsible for appointing, setting compensation
and
overseeing the work of our independent auditors. The Audit and Finance Committee
has established a policy regarding pre-approval of all audit and non-audit
services provided by the independent auditors. On an ongoing basis, management
communicates specific projects and categories of services for which advance
approval of the Audit and Finance Committee is requested. The Audit and Finance
Committee reviews these requests and advises management if the Audit and
Finance
Committee approves the engagement of the independent auditors for specific
projects. On a periodic basis, management reports to the Audit and Finance
Committee regarding the actual spending for such projects and services compared
to the approved amounts. The Audit and Finance Committee may also delegate
the
ability to pre-approve audit and permitted non-audit services to a subcommittee
consisting of one or more Audit and Finance Committee members, provided that
any
such pre-approvals are reported on at a subsequent Audit and Finance Committee
meeting.
ADDITIONAL
STOCKHOLDER INFORMATION
Stockholder
Proposals and Recommendations for Director Nominees for the 2009 Annual
Meeting
We
anticipate that we will hold our 2009 Annual Meeting of Stockholders within
30
days before or after June 12, 2009. If you wish to submit a proposal for
inclusion in our proxy materials to be circulated in connection with our
2009
Annual Meeting of Stockholders, you must send the proposal to the Company
at the
address below. The proposal must be received no later than December 16, 2008
to
be considered for inclusion. In addition, among other requirements set forth
in
the SEC’s proxy rules, you must have continuously held at least $2,000 in market
value or 1% of our outstanding stock for at least one year by the date you
submit the proposal, and you must continue to own such stock through the
date of
the meeting.
Stockholder
proposals and recommendations for director nominees should be sent to General
Moly, Inc. Board of Directors, c/o Corporate
Secretary,
1726
Cole
Blvd., Suite 115 Lakewood, CO 80401.
Annual
Report
The
Company’s Annual Report on Form 10-KSB (excluding exhibits) for the year ended
December 31, 2007 is being mailed to all stockholders with this proxy statement.
Our Annual Report is part of the proxy solicitation materials for the Annual
Meeting. An additional copy, including exhibits, will be furnished without
charge to any stockholder by writing to the Corporate
Secretary at the address above. The Company’s Form 10-KSB may also be accessed
at SEC’s website at www.sec.gov.
Other
Matters
As
of the
date of this proxy statement, the Board of Directors is not aware of any
matters
that will be presented for action at the Annual Meeting other than those
described above. However, if other matters are properly brought before the
Annual Meeting, the proxies will be voted on those matters at the discretion
of
the proxy holders.
|
By
Order of the Board of Directors,
/s/
Bruce D. Hansen
Chief
Executive Officer
|
|
|
|
|
Lakewood, Colorado |
|
REVOCABLE
PROXY
GENERAL
MOLY, INC.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Bruce D. Hansen and David A. Chaput (collectively,
the “Proxies”), and each of them, with full power of substitution, as proxies to
vote all of the shares of Common Stock of General Moly, Inc. (the “Company”)
that the undersigned is entitled to vote at the 2008 Annual Meeting of
Stockholders of the Company to be held on June 12, 2008, and any adjournment
thereof. Such shares shall be voted as indicated with respect to the proposals
listed below and in the Proxies’ discretion on such other matters as may
properly come before the meeting or any adjournment thereof. Each of the
proposed items below are described in the Proxy Statement that accompanies
this
Revocable Proxy, and the descriptions below are qualified in their entirety
by
the information set forth in the Proxy Statement.
Please
mark votes as in this example.
Proposal
|
|
|
|
|
1.
|
Election
of 3 Class I members to the Board of Directors:
|
|
|
|
|
01
|
Jean-Pierre
Ergas
|
FOR
o
|
AGAINST
|
ABSTAIN
|
|
02
|
Gary
A. Loving
|
FOR
|
AGAINST
|
ABSTAIN
|
|
03
|
Richard
F. Nanna
|
FOR
|
AGAINST
|
ABSTAIN
|
2.
|
Ratification
of the selection of PricewaterhouseCoopers LLP as the Company’s
independent auditor
|
FOR
|
AGAINST
|
ABSTAIN
o
|
This
proxy, when properly executed, will be voted in the manner directed herein
by
the undersigned stockholder. If no direction is made, this proxy will be
voted
for each proposal.
Please
sign exactly as name appears below. When
shares are held by joint tenants, both should sign. When signing as attorney,
as
executor, administrator, trustee, or guardian, please give full title as
such.
If a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please
be
sure to sign and date this Proxy in the spaces below:
|
|
Date:
,
2008 |
Stockholder
sign above
|
|
|
|
|
Date:
,
2008
|
Co-holder
(if any) sign above
|
|
|
|
|
|
▲
Detach
above card, sign, date and mail in postage paid envelope
provided.▲
GENERAL
MOLY, INC.
1726
Cole Boulevard, Suite 115
Lakewood,
Colorado 80401
PLEASE
MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING
THE ENCLOSED ENVELOPE
|
IF
YOUR
ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW
AND
RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.