UNITED STATES ANTIMONY CORP
10-Ks and 10-Qs
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
Filed
by the Registrant [X]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to § 240.14a-12
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UNITED
STATES ANTIMONY CORPORATION
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(Name
of Registrant as Specified in Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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☑
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No fee
required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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N/A
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(2)
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Aggregate
number of securities to which transactions applies:
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N/A
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(3)
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Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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N/A
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(4)
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Proposed
maximum aggregate value of transaction:
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N/A
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(5)
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Total
fee paid:
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N/A
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Fee
paid previously with preliminary materials:
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N/A
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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Amount
Previously Paid:
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N/A
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Form,
Schedule or Registration Statement No.:
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N/A
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Filing
Party:
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N/A
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Date
Filed:
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UNITED
STATES ANTIMONY CORPORATION
P.O.
Box 643, Thompson Falls, Montana 59873
October 19,
2018
Dear
Shareholder:
You are
cordially invited to attend the 2018 annual meeting of shareholders
of United States Antimony Corporation. The meeting will
be held at the Rimrock Lodge, 6 Rimrock Lane, Thompson Falls,
Montana, on Saturday, December 28, 2018, at 10:00 a.m., local
time.
The
Notice of Annual Meeting of Shareholders and Proxy Statement
describe the formal business to be transacted at the
meeting.
During
the meeting, we will also report on our
operations. Directors and officers of United States
Antimony Corporation will be present to respond to appropriate
questions from shareholders.
It is
important that your shares are represented, whether or not you
attend the annual meeting in person and regardless of the number of
shares you own. To make sure your shares are
represented, we urge you to promptly vote. You may vote
your shares by completing and mailing the enclosed proxy
card. If you attend the meeting, you may vote in person
even if you have previously submitted your proxy. Also, described
in the accompanying proxy information is important information on
how you can vote online.
We look
forward to seeing you at the meeting.
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Sincerely,
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John C.
Lawrence
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Chairman and President
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i
UNITED STATES ANTIMONY CORPORATION
___________________________
NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of United States Antimony
Corporation:
The
2018 Annual Meeting of Shareholders of United States Antimony
Corporation (USAC or the Company) will be held at the Rimrock
Lodge, 6 Rimrock Lane, Thompson Falls, Montana, on Saturday,
December 28, 2018 at 10:00 a.m., local time, for the following
purposes:
1.
To elect each of
the six directors named in the Proxy Statement for a term of one
year.
2.
To ratify the
appointment of DeCoria, Maichel & Teague P.S. as USAC’s
independent registered public accounting firm for the fiscal year
ending December 31, 2018.
3.
To transact any
other business that properly comes before the meeting.
Only
shareholders of record at the close of business on October 19,
2018, or the Record Date, will be entitled to notice of, and to
vote at, the annual meeting. A list of shareholders as of the
Record Date, will be available at the annual meeting for inspection
by any shareholder. Shareholders will need to register at the
annual meeting to attend the annual meeting. If your shares of
common stock or preferred stock are not registered in your name,
you will need to bring proof of your ownership of those shares to
the annual meeting in order to register to attend and vote. You
should ask the broker, bank or other institution that holds your
shares of common or preferred stock to provide you with a valid
proxy card to permit you to vote at the annual meeting. Please
bring that documentation with you to the annual
meeting.
Your vote is very important.
Whether or
not you expect to attend in person, we urge you to vote your shares
at your earliest convenience. Promptly voting your shares by
signing, dating, and returning the enclosed proxy card will ensure
the presence of a quorum at the meeting. An addressed envelope for
which no postage is required if mailed in the United States is
enclosed if you wish to vote by mail. Submitting your proxy now
will not prevent you from voting your shares at the meeting if you
desire to do so, as your proxy is revocable at your option.
Retention of the proxy is not necessary for admission to or
identification at the meeting.
Important
Notice Regarding the Availability of Proxy Materials for the annual
meeting to be held on December 28, 2018. The proxy statement and
2017 Annual Report on Form 10-K are available at
htt://www.usantimony.com.
By Order of the Board of Directors
John C. Lawrence
Chairman and President
Thompson
Falls, Montana
October
19, 2018
ii
PROXY STATEMENT
OF
UNITED STATES ANTIMONY CORPORATION
47 Cox
Gulch, P.O. Box 643
Thompson
Falls, Montana 59873
(406)
827-3523
2018 ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 28, 2018
The
Board of Directors of United States Antimony Corporation (USAC or
the Company) is using this Proxy Statement to solicit proxies from
our shareholders for use at the 2018 annual meeting of
shareholders. We are first mailing this Proxy Statement and the
form of proxy to our shareholders on or about October 19,
2018.
INFORMATION ABOUT THE 2018 ANNUAL MEETING
Time and Place of the Annual Meeting
Our
annual meeting will be held as follows:
Date
: Saturday,
December 28, 2018
Time
: 10:00 a.m.,
local time
Place
: Rimrock Lodge,
6 Rimrock Lane, Thompson Falls, Montana
Matters to Be Considered at the Annual Meeting
At
the meeting, you will be asked to consider and vote upon the
following proposals:
Proposal
1.
To elect six named
directors each to serve for a one-year term.
Proposal
2.
To ratify the
selection of DeCoria, Maichel & Teague P.S. as our independent
auditor for 2018.
We also
will transact any other business that may properly come before the
annual meeting. As of the date of this Proxy Statement, we are not
aware of any other business to be presented for consideration at
the annual meeting other than the matters described in this Proxy
Statement.
Who is Entitled to Vote?
We have
fixed the close of business on October 19, 2018 as the Record Date
for shareholders entitled to notice of and to vote at our annual
meeting. Only holders of record of USAC’s common stock and
preferred stock on that date are entitled to notice of and to vote
at the annual meeting. You are entitled to one vote for each share
of USAC common stock and each share of preferred stock you own. On
the Record Date, the following shares were outstanding and entitled
to vote at the annual meeting: (1) 67,488,153 shares of common
stock, (2) 177,904 shares of Series C preferred stock, and (3)
1,751,005 shares of Series D preferred stock. The Company’s
Series B preferred stock does not have voting rights.
-1-
How Do I Vote at the Annual Meeting?
You
have several voting options. You may vote by:
●
Completing your
proxy card over the internet at the following website:
http://www.columbiastock.com/voting4
;
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Faxing your proxy
card to Columbia Stock Transfer at 855-644-3544, Attention Michelle
Janshen;
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Emailing your proxy
card to Columbia Stock Transfer at
michelle@columbiastock.com;
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Downloading or
requesting a proxy card (as detailed below), signing your proxy and
mailing it to the attention of Alicia Hill, Secretary, at P.O. Box
643, Thompson Falls, Montana 59873;
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Signing and faxing
your proxy card to our Secretary for proxy voting to 406-827-3543;
or
●
Attending the
annual meeting and voting in person.
Proxies
are solicited to provide all shareholders of record on the Record
Date with an opportunity to vote on matters scheduled for the
annual meeting and described in these materials. You are a
shareholder of record if your shares of USAC common stock and/or
preferred stock are held in your name. If you are a beneficial
owner of USAC common stock or preferred stock held by a broker,
bank or other nominee (
i.e.
, in “street name”),
please see the instructions in the following question.
Shares
of USAC common stock and preferred stock can only be voted if the
shareholder is present in person or by proxy at the annual meeting.
To ensure your representation at the annual meeting, we recommend
you vote by proxy even if you plan to attend the annual meeting.
You can always change your vote at the meeting if you are a
shareholder of record.
Shares
of USAC common stock and preferred stock represented by properly
executed proxies will be voted by the individuals named on the
proxy card in accordance with the shareholder’s instructions.
Where properly executed proxies are returned to us with no specific
instruction as how to vote at the annual meeting, the persons named
in the proxy will vote the shares "FOR" the election of each of our
six named director nominees and "FOR" ratification of the selection
of DeCoria, Maichel & Teague P.S. as our independent auditor
for 2018. If any other matters are properly presented at the annual
meeting for action, the persons named in the enclosed proxy and
acting thereunder will have the discretion to vote on these matters
in accordance with their best judgment. We do not currently expect
that any other matters will be properly presented for action at the
annual meeting.
You may
receive more than one proxy card depending on how your shares are
held. For example, you may hold some of your shares individually,
some jointly with your spouse and some in trust for your children.
In this case, you will receive three separate proxy cards to
vote.
What if My Shares Are Held in Street Name?
If you
are the beneficial owner of shares held in “street
name” by a broker, your broker, as the record holder of the
shares, is required to vote the shares in accordance with your
instructions. If you do not give instructions to your broker, your
broker may nevertheless vote the shares with respect to
discretionary items, but will not be permitted to vote your shares
with respect to non-discretionary items, pursuant to current
industry practice. In the case of non-discretionary items, the
shares not voted will be treated as “broker
non-votes.”
If your
shares are held in street name, you will need proof of ownership to
be admitted to the annual meeting. A recent brokerage statement or
letter from the record holder of your shares are examples of proof
of ownership. If you want to vote your shares of common stock or
preferred stock held in street name in person at the annual
meeting, you will have to get a written proxy in your name from the
broker, bank or other nominee who holds your shares.
-2-
How Many Shares Must Be Present to Hold the Meeting?
A
quorum must be present at the meeting for any business to be
conducted. The presence at the meeting, in person or by proxy, of
at least a majority of the shares of USAC common stock and
preferred stock entitled to vote at the annual meeting as of the
Record Date will constitute a quorum. Proxies received but marked
as abstentions or broker non-votes will be included in the
calculation of the number of shares considered to be present at the
meeting.
What if a Quorum Is Not Present at the Meeting?
If a
quorum is not present at the scheduled time of the meeting, a
majority of the shareholders present or represented by proxy may
adjourn the meeting until a quorum is present. The time and place
of the adjourned meeting will be announced at the time the
adjournment is taken, and no other notice will be given unless the
meeting is adjourned for 120 days or more. An adjournment will have
no effect on the business that may be conducted at the
meeting.
Vote Required to Approve Proposal 1: Election of
Directors
Directors
are elected by a majority of the votes cast, in person or by proxy,
at the annual meeting by holders of a plurality of outstanding
shares entitled to vote which are present in person or by proxy at
the annual meeting. Pursuant to our Bylaws and Montana law,
shareholders are permitted to cumulate their votes for the election
of directors. Under cumulative voting, each holder of voting stock
has a number of votes that is equal to the number of shares of
voting stock he or she owns multiplied by the number of directors
to be elected. The holder may cast all of those votes for one
nominee or distribute them among all or less than all of the
nominees as the shareholder sees fit. Since six directors are to be
elected at the meeting, the total votes which may be cast in the
election of directors is calculated as follows:
Number
of shares of voting stock owned by you [___] x 6 (number of
directors to be elected) = total votes. Shareholders may allocate
their votes among the six nominees described below. Votes may be
cast for or withheld from each nominee.
Vote Required to Approve Proposal 2: Ratification of the Selection
of the Independent Auditor
Ratification
of the selection of DeCoria, Maichel & Teague P.S. as our
independent auditor for the fiscal year ending December 31, 2018
requires the affirmative vote of a majority of the outstanding
shares entitled to vote which are present in person or by proxy at
the annual meeting. Abstentions will have the same effect as a vote
against the proposal.
May I Revoke My Proxy?
You may
revoke your proxy before it is voted by:
●
submitting a new
proxy with a later date;
●
notifying the
Secretary of USAC in writing before the annual meeting that you
have revoked your proxy; or
●
voting in person at
the annual meeting.
If you
plan to attend the annual meeting and wish to vote in person, we
will give you a ballot at the annual meeting. However, if your
shares are held in “street name,” you must bring a
validly executed proxy from the nominee (i.e., your broker)
indicating that you have the right to vote your
shares.
How can I obtain a copy of the 2017 Annual Report on Form
10-K?
The
Company’s 2017 Annual Report on Form 10-K, including
financial statements, is available on the internet with this Proxy
Statement at
http://www.usantimony.com
.
The Form is also available through the SEC’s website at
http://www.sec.gov
.
At the written request of any shareholder who owns shares on the
Record Date, the Company will provide to such shareholder, without
charge, a paper copy of the Company’s 2017 Annual Report on
Form 10-K as filed with the SEC, including the financial
statements, but not including exhibits
.
If
requested the Company will provide copies of the exhibits for a
reasonable fee.
-3-
PROPOSAL 1 – ELECTION OF DIRECTORS
What is the current compensation of the Board?
Our
Board of Directors currently consists of seven
members.
Is the Board divided into classes? How long is the
term?
No, the
Board is not divided into classes. All directors serve one-year
terms until their successors are elected and qualified at the next
annual meeting.
Who is standing for election this year?
The
Board of Directors has nominated the following six current Board
Members for election at the 2018 annual meeting, to hold office
until the 2019 annual meeting:
John C.
Lawrence
Gary D.
Babbitt
Hartmut W.
Baitis
Russell C.
Lawrence
Jeffrey D.
Wright
Craig W.
Thomas
What if a nominee is unable or unwilling to serve?
All of
our nominees currently serve as USAC directors. Each nominee has
consented to being named in this Proxy Statement and has agreed to
serve if elected. If a nominee is unable to stand for election, the
Board of Directors may either reduce the number of directors to be
elected or select a substitute nominee. If a substitute nominee is
selected, the proxy holders will vote your shares for the
substitute nominee, unless you have withheld authority. At this
time, we are not aware of any reason why a nominee might be unable
to serve if elected.
How are nominees elected?
Directors
are elected by a majority of the votes cast, in person or by proxy,
at the annual meeting by holders of a plurality of outstanding
shares entitled to vote which are present in person or by proxy at
the annual meeting. Pursuant to our Bylaws and Montana law,
shareholders are permitted to cumulate their votes for the election
of directors.
Board Recommendation
The Board recommends a vote FOR each of the six named nominees. All
proxies executed and returned without an indication of how shares
should be voted will be voted FOR the election of all
nominees
.
-4-
INFORMATION ON THE BOARD OF DIRECTORS
The
following table sets forth certain information with respect to our
directors who are named in this Proxy Statement. The term for each
director expires at our next annual meeting or until his or her
successor is appointed and qualified. The ages of the directors are
shown as of December 31, 2017.
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Name
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Age
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Affiliation
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Expiration of
Term
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John C.
Lawrence
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79
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Chairman,
President
and Treasurer;
Director
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2019
annual meeting
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Gary D.
Babbitt
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72
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Director
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2019
annual meeting
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Hartmut
W. Baitis
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68
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Director
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2019
annual meeting
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Russell C.
Lawrence
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49
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Director
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2019
annual meeting
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Jeffrey D.
Wright
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48
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Director
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2019
annual meeting
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Craig
W. Thomas
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43
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Director
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2019
annual meeting
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Set
forth below is the present principal occupation and other business
experience during the last five years of each of the six nominees
for election.
John C. Lawrence
. Mr. Lawrence has been the
president and a director since the Company’s inception in
1969. Mr. Lawrence was the president and a director of
AGAU Mines, Inc., our corporate predecessor. He is a
member of the Society of Mining Engineers and a recipient of the
Uuno Sahinen Silver Medallion Award presented by Butte Tech,
University of Montana. Mr. Lawrence has an extensive
background in mining, milling, smelting, chemical processing and
oil and gas.
Gary D. Babbitt
. Mr. Babbitt, who joined the
Board in 1998, has approximately 30 years’ experience in the
mining industry, dealing with joint ventures, purchases, royalty
leases and contracts. He has a working knowledge of Spanish and has
negotiated supply and mining agreements in Mexico. Mr. Babbitt has
a B.A. from the Albertson College of Idaho, and earned his J.D.
from the University of Chicago.
Hartmut W. Baitis
. Mr. Baitis, who joined the Board in 2011,
has more than 35 years of experience as an exploration geologist in
the U.S., Canada, Central America and Mexico. He is experienced in
numerous geologic environments and terrains, and has been involved
in all phases of exploration, ranging from field geologist,
consultant, management and acquisition team director. He has a B.S.
and a Ph.D. in Geology from the University of Oregon.
Russell C. Lawrence
. Mr. Lawrence, who joined the
Board in 2007, has experience in applied physics, mining, refining,
excavation, electricity, electronics, and building
contracting. He graduated from the University of Idaho
with a degree in physics in 1994 and worked for the Physics
Department at the University of Idaho for a period of 10 years. He
has also worked as a building contractor and for USAC at the
smelter and laboratory at Thompson Falls, for USAMSA in the
construction and operation of the USAMSA smelter in Mexico, and for
Antimonio de Mexico, S. A. de C. V. at the San Miguel Mine and the
Cadereyta mill site in Mexico.
-5-
Jeffrey D. Wright
. Mr. Wright, who joined the Board in 2015,
graduated from North Carolina State University with a BA degree and
the University of Southern California Marshall School of Business
with an MBA. Mr. Wright was a naval officer from 1991 through 1996,
serving aboard the aircraft carrier USS Carl Vinson and the
destroyer USDS John Young. After duty in the military, Mr. Wright
held successively more responsible positions in the securities and
finance industry. From 2011 through 2013 he was the managing
director metals and mining research for Global Hunter Securities,
and he held the same position for H.C. Wainwright from 2013 through
2015.
Craig W. Thomas
. Mr. Thomas, who joined the Board in May
2016, is a professional investor with more than fifteen years of
investing experience. He is currently the co-founder of Shareholder
Advocates for Value Enhancement and the managing member of various
investment partnerships. Mr. Thomas is currently a
director of Full House Resorts, Inc. Mr. Thomas earned an A.B. from
Stanford University and an M.B.A. from the Graduate School of
Business at Stanford University.
Family Relationships
John C.
Lawrence is the father of Russell C. Lawrence.
Other Directorships
Other
than Mr. Thomas, who is a director of Full House Resorts, Inc., no
other director of the Company is a director of an issuer with a
class of securities registered under Section 12 of the United
States Securities Exchange Act of 1934, as amended, or the Exchange
Act, or which otherwise is required to file periodic reports under
the Exchange Act.
Legal Proceedings
The Company is not aware of any material legal proceedings to which
any director, officer or affiliate of the Company, or any owner of
record or beneficially of more than five percent of common stock of
the Company, or any associate of any director, officer, affiliate
of the Company, or security holder is a party adverse to the
Company or any of its subsidiaries or has a material interest
adverse to the Company or any of its subsidiaries.
The Company is not aware of any of its directors or officers being
involved in any legal proceedings in the past ten years relating to
any matters in bankruptcy, insolvency, criminal proceedings (other
than traffic and other minor offenses) or being subject to any of
the items set forth under Item 401(f) of Regulation
S-K.
CORPORATE GOVERNANCE
Board of Directors
The
Board of Directors conducts its business through Board meetings and
through its committees. The current Board is composed of seven
directors.
Director Independence
We have
seven directors as of the Record Date, including five independent
directors as follows:
●
Gary D.
Babbitt
●
Whitney H.
Ferer
●
Hartmut W.
Baitis
-6-
●
Jeffrey D.
Wright
●
Craig W.
Thomas
An
“independent” director is a director whom the Board of
Directors has determined satisfies the requirements for
independence under Section 803A of the NYSE MKT Company
Guide.
Meetings of the Board and Board Member Attendance at Annual
Meeting
During
the year ended December 31, 2017, the Board of Directors held three
(3) regular meetings. Each incumbent director, other than Mr. Ferer
who missed one regular meeting and Mr. Thomas who missed two
regular meetings, attended all of the meetings of the Board in 2017
and meetings of committees on which such person served during this
period.
Board
members are not required to attend the annual meeting of
shareholders.
Communications to the Board
Shareholders
who are interested in communicating
directly with members of the Board, or the Board as a group, may do
so by writing directly to the individual Board member c/o Alicia
Hill, Corporate Secretary, at United States Antimony Corporation,
P.O. Box 643, Thompson Falls, Montana 59873. Our Secretary will
forward communications directly to the appropriate Board member(s).
If the correspondence is not addressed to a particular member, the
communication will be forwarded to at least one Board member in
order to bring the matter to the attention of the full Board. Our
Secretary will review all communications before forwarding them to
the appropriate Board member(s).
Committees and Committee Charters
The
Board of Directors has the following standing committees: Executive
Committee, Audit Committee, Compensation Committee and Corporate
Governance & Nominating Committee. The Audit Committee was
established in December 2011, and the Compensation and the
Corporate Governance & Nominating Committees were established
in 2012.
Executive Committee
The
Executive Committee consists of two members, John C. Lawrence and
Gary D. Babbitt. During 2017, the Executive Committee met one (1)
time.
Audit Committee and Audit Committee Financial Experts
We have a standing Audit Committee and audit committee charter,
which complies with Rule 10A-3 of the Securities Exchange Act of
1934, as amended, or the Exchange Act, and the requirements of the
NYSE MKT. Our Audit Committee was established in accordance with
Section 3(a)(58)(A) of the Exchange Act. During 2017, our Audit
Committee was composed of the following four (4) directors each of
whom, in the opinion of the Board, was independent (in accordance
with Rule 10A-3 of the Exchange Act and the requirements of Section
803A of the NYSE MKT Company Guide) and financially literate
(pursuant to the requirements of Section 803B of the NYSE MKT
Company Guide):
Gary D. Babbitt (Chairman), Whitney H.
Ferer, Jeffrey D. Wright and Craig W. Thomas.
Mr. Thomas satisfies the requirement of a
“financial expert” as defined under Item 407(d)(5) of
Regulation S-K and meets the requirements for financial
sophistication under the requirements of Section 803B of the NYSE
MKT Company Guide.
Our Audit Committee meets with our management and our external
auditors to review matters affecting financial reporting, the
system of internal accounting and financial controls and procedures
and the audit procedures and audit plans. Our Audit Committee
reviews our significant financial risks, is involved in the
appointment of senior financial executives and annually reviews our
insurance coverage and any off-balance sheet
transactions.
-7-
Our Audit Committee monitors our audit and the preparation of
financial statements and all financial disclosure contained in our
SEC filings. Our Audit Committee appoints our external auditors,
monitors their qualifications and independence and determines the
appropriate level of their remuneration. The external auditors
report directly to the Audit Committee. Our Audit Committee has the
authority to terminate our external auditors’ engagement and
approve in advance any services to be provided by the external
auditors that are not related to the audit.
During the fiscal year ended December 31, 2017, the Audit Committee
met four (4) times. A copy of the Audit Committee charter is
available on our website at
www.usantimony.com
.
Audit Committee Report
Our Audit Committee oversees our financial reporting process on
behalf of the Board. During 2017, the Committee had four (4)
members, each of whom was “independent” as determined
under Rule 10A-3 of the Exchange Act and the rules of the NYSE MKT.
The Committee operates under a written charter adopted by the
Board.
The Committee assists the Board by overseeing the (1) integrity of
our financial reporting and internal control, (2) independence and
performance of our independent auditors, (3) and provides an avenue
of communication between management, the independent auditors and
the Board.
In the course of providing its oversight responsibilities regarding
the 2017 financial statements, the Committee reviewed the 2017
audited financial statements, which appear in the 2017 Annual
Report on Form 10-K, with management and our independent auditors.
The Committee reviewed accounting principles, practices, and
judgments as well as the adequacy and clarity of the notes to the
financial statements.
The Committee reviewed the independence and performance of the
independent auditors who are responsible for expressing an opinion
on the conformity of those audited financial statements with
accounting principles generally accepted in the United States, and
such other matters as required to be communicated by the
independent auditors in accordance with Statement of Auditing
Standards 61, as superseded by Statement of Auditing Standard
114—the Auditor’s Communication With Those Charged With
Governance, as modified or supplemented.
The Committee meets with the independent auditors to discuss their
audit plans, scope and timing on a regular basis, with or without
management present. The Committee has received the written
disclosures and the letter from the independent auditors required
by applicable requirements of the Public Company Accounting
Oversight Board for independent auditor communications with audit
committees concerning independence, as may be modified or
supplemented.
In reliance on the reviews and discussions referred to above, the
Committee recommended to the Board, and the Board has approved,
that the audited financial statements be included in the Annual
Report to the Securities and Exchange Commission on Form 10-K for
the year ended December 31, 2017. The Committee and the Board have
also recommended the selection of DeCoria, Maichel and Teague P.S.
as independent auditors for the Company for the fiscal year
2018.
Submitted by the 2017 Audit Committee Members
Gary
D. Babbit (Chairman)
Whitney
H. Ferer
Jeffrey
D. Wright
Craig
W. Thomas
Compensation Committee
During 2017, we had a Compensation Committee composed of the
following four (4) directors, each of whom, in the opinion of our
Board of Directors, was independent (under Section 803A of the NYSE
MKT Company Guide): Gary D. Babbitt (Chairman), Hartmut W. Baitis,
Whitney H. Ferer and Jeffrey D. Wright.
We have a Compensation Committee charter that complies with the
requirements of the NYSE MKT. Our Compensation Committee is
responsible for considering and authorizing terms of employment and
compensation of executive officers and providing advice on
compensation structures in the various jurisdictions in which we
operate. Our Chief Executive Officer may not be present during the
voting determination or deliberations of his or her compensation;
however, our Compensation Committee does consult with our Chief
Executive Officer in determining and recommending the compensation
of directors and other executive officers.
-8-
In addition, our Compensation Committee reviews both our overall
salary objectives and significant modifications made to employee
benefit plans, including those applicable to executive officers,
and proposes awards of stock options, if any. The Compensation
Committee has determined that the Company’s compensation
policies and practices for its employees generally, not just
executive officers, are not reasonably likely to have a material
adverse effect on the Company.
The Compensation Committee does not and cannot delegate its
authority to determine director and executive officer compensation.
Due to budgetary constraints, neither the Company nor the
Compensation Committee has engaged the services of an external
compensation consultant.
During the fiscal year ended December 31, 2017, the Compensation
Committee met two (2) times. A copy of the Compensation Committee
charter is available on our website at
www.usantimony.com
.
Corporate Governance and Nominating Committee
During 2017, we had a Corporate Governance and Nominating Committee
composed of the following three (3) directors, each of whom, in the
opinion of our Board of Directors, was independent (under Section
803A of the NYSE MKT Company Guide): Gary D. Babbitt (Chairman),
Hartmut W. Baitis and Whitney H. Ferer. We have a Corporate
Governance and Nominating Committee charter that complies with the
requirements of the NYSE MKT.
Our Corporate Governance and Nominating Committee is responsible
for developing our approach to corporate governance issues. The
Committee evaluates the qualifications of potential candidates for
director and recommends to the Board nominees for election at the
next annual meeting or any special meeting of shareholders, and any
person to be considered to fill a Board vacancy resulting from
death, disability, removal, resignation or an increase in Board
size. The Committee has adopted a Director Nominating Process and
Policy which sets forth the criteria the Board will assess in
connection with the consideration of a candidate, including the
candidate’s integrity, reputation, judgment, knowledge,
independence, experience, accomplishments, commitment and skills,
all in the context of an assessment of the perceived needs of the
Board at that time. A copy of the Director Nominating Process and
Policy is available on our website at
www.usantimony.com
.
We do not have a formal policy regarding diversity in the selection
of nominees for directors. The Corporate Governance and Nominating
Committee does, however, consider diversity as part of its overall
selection strategy. In considering diversity of the Board as a
criteria for selecting nominees, the Corporate Governance and
Nominating Committee takes into account various factors and
perspectives, including differences of viewpoint, professional
experience, education, personal and professional skills and other
individual qualities and attributes that contribute to Board
heterogeneity, as well as race, gender and national origin. The
Corporate Governance and Nominating Committee seeks persons with
leadership experience in a variety of contexts. The Corporate
Governance and Nominating Committee believes that this
conceptualization of diversity is the most effective means to
implement Board diversity. The Corporate Governance and Nominating
Committee will assess the effectiveness of this approach as part of
its annual review of its charter.
The Committee will consider recommendations for director nominees
made by shareholders and others if these individuals meet the
criteria set forth in the Director Nominating Process and Policy.
For consideration by the Committee, the nominating shareholder or
other person must provide the Corporate Secretary’s Office
with information about the nominee, including a detailed background
of the suggested candidate that will demonstrate how the individual
meets our director nomination criteria. If a candidate proposed by
a shareholder meets the criteria, the individual will be considered
on the same basis as other candidates.
No
shareholder or shareholders holding 5% or more of our outstanding
stock, either individually or in aggregate, has recommended a
nominee for election to the Board.
All of the six nominees included on the proxy card accompanying
this proxy statement were nominated by the Corporate Governance and
Nominating Committee and were recommended by our current
Board.
During the fiscal year ended December 31, 2017, the Corporate
Governance and Nominating Committee met one (1) time. A copy of the
Corporate Governance and Nominating Committee charter is available
on our website at
www.usantimony.com
.
-9-
Board Leadership Structure
The Board has reviewed our current Board leadership structure in
light of the composition of the Board, our size, the nature of our
business, the regulatory framework under which we operate, our
shareholder base, our peer group and other relevant factors.
Considering these factors we have determined not to have a separate
Chief Executive Officer and Chairman of the Board, and to have John
C. Lawrence fill both roles. We have determined that this structure
is currently the most appropriate Board leadership structure for
us. The Board noted the following factors in reaching its
determination:
The
Board acts efficiently and effectively under its current
structure.
A
structure of a combined Chief Executive Officer and Chairman of the
Board is in the best position to be aware of major issues facing us
on a day-to-day and long-term basis, and is in the best position to
identify key risks and developments facing us to be brought to the
Board’s attention.
This
structure eliminates the potential for confusion and duplication of
efforts, including among employees.
Companies
within our peer group utilize similar Board
structures.
We do not have a lead independent director. Given the size of the
Board, the Board believes that the presence of five independent
directors out of the seven directors on the Board in 2017, with
independent directors sitting on the Board’s committees, is
sufficient independent oversight of the Chairman and Chief
Executive Officer. The independent directors work well together in
the current structure and the Board does not believe that selecting
a lead independent director would add significant benefits to the
Board oversight role.
The Board of Director’s Role in Risk Management
Oversight
The understanding, identification and management of risk are
essential elements for the successful management of the Company.
Risk oversight begins with the Board and the Audit Committee.
During 2017, the Audit Committee consisted of Mr. Babbitt
(Chairman), and Messrs. Ferer, Wright and Thomas, each of whom was
an independent director.
The Audit Committee reviews and discusses policies with respect to
risk assessment and risk management. The Audit Committee also has
oversight responsibility with respect to the integrity of our
financial reporting process and systems of internal control
regarding finance and accounting, as well as our financial
statements.
At the management level, an internal audit provides reliable and
timely information to the Board and management regarding our
effectiveness in identifying and appropriately controlling risks.
Annually, management presents to the Audit Committee a report
summarizing the review of our methods for identifying and managing
risks.
Additionally, our Corporate Governance and Nominating Committee
reviews the risks related to succession planning and the
independence of the Board. The Compensation Committee reviews the
risks related to our various compensation plans.
In the event that a committee is allocated responsibility for
examining and analyzing a specific risk, such committee reports on
the relevant risk exposure during its regular reports to the entire
Board to facilitate proper risk oversight by the entire
Board.
Based on a review of the nature of operations, we do not believe
that any areas of the Company are incentivized to take excessive
risks that would likely have a material adverse effect on our
operations.
-10-
DIRECTORS’ COMPENSATION
Following is a
summary of fees, cash payments, stock awards, and other
reimbursements to Directors during the year ended December 31,
2017:
Directors Compensation
|
Name and Principal Position
|
Fees Earned or paid in Cash
|
Stock Awards
|
Total Fees, Awards, and Other Compensation
|
|
John
C. Lawrence, Chairman
|
|
$
25,000
|
$
25,000
|
|
Gary
D. Babbitt, Director
|
$
18,000
|
$
25,000
|
$
43,000
|
|
Russell
Lawrence, Director
|
|
$
25,000
|
$
25,000
|
|
Hartmut
Baitis, Director
|
|
$
25,000
|
$
25,000
|
|
Whitney
Ferer, Director
|
|
$
25,000
|
$
25,000
|
|
Jeffrey
Wright, Director
|
|
$
25,000
|
$
25,000
|
|
Craig
Thomas, Director
|
|
$
25,000
|
$
18,750
|
|
Totals
|
$
18,000
|
$
175,000
|
$
193,000
|
EXECUTIVE COMPENSATION
Summary Compensation Table
The
following summary compensation table sets forth information
concerning the annual compensation for services to the Company for
the years ended December 31, 2017, 2016 and 2015 paid by the
Company to its executive officers.
|
Name and
Principal Position
|
|
Year
|
|
|
Salary
|
|
|
Bonus
|
|
|
Stock Awards
(1)
|
|
|
Total
|
|
|||||
|
John C.
Lawrence, President and Chief Executive Officer
|
|
|
2017
|
|
|
$
|
141,000
|
|
|
|
N/A
|
|
|
$
|
25,000
|
|
|
$
|
166,000
|
|
|
|
|
|
2016
|
|
|
|
141,000
|
|
|
|
|
|
|
|
25,000
|
|
|
|
166,000
|
|
|
|
|
|
2015
|
|
|
|
141,000
|
|
|
|
|
|
|
|
25,000
|
|
|
|
166,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John C.
Gustavsen, Executive Vice President
|
|
|
2017
|
|
|
$
|
100,000
|
|
|
|
N/A
|
|
|
|
|
|
|
$
|
100,000
|
|
|
|
|
|
2016
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
2015
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell
C. Lawrence, Vice President for Latin America
|
|
|
2017
|
|
|
$
|
110,000
|
|
|
|
N/A
|
|
|
$
|
25,000
|
|
|
$
|
135,000
|
|
|
|
|
|
2016
|
|
|
|
110,000
|
|
|
|
|
|
|
|
25,000
|
|
|
|
135,000
|
|
|
|
|
|
2015
|
|
|
|
110,000
|
|
|
|
|
|
|
|
25,000
|
|
|
|
130,000
|
|
(1)
These figures
represent the fair values, as of the date of issuance, of the
annual director's fee payable to John C. Lawrence and Russell C.
Lawrence in the form of shares of USAC's common stock.
Compensation for
all executive officers, except for the President/CEO position, is
recommended to the Compensation Committee of the Board of Directors
by the President/CEO. The Compensation Committee makes the
recommendation for the compensation of the President/CEO. The
Compensation Committee has identified a peer group of mining
companies to aid in reviewing the President’s compensation
recommendations for executives, and for reviewing the compensation
of the President/CEO. The full Board approves the compensation
amounts recommended by the Compensation Committee. Currently,
compensation for executive management includes only base salary and
health insurance. The Company does not have annual performance
based salary increases, long term performance based cash
incentives, deferred compensation, retirement benefits, or
disability benefits.
Two
executive officers, the President/CEO and the Vice-President for
the Latin American operations, receive restricted stock awards for
their services as Board members.
-11-
Equity Compensation Awards
The
following table sets forth information concerning the outstanding
equity awards at December 31, 2017, held by our principal executive
officer. There were not any other outstanding equity awards or plan
based awards to officers or directors as of December 31,
2017.
|
|
|
Outstanding
Equity Awards at
Fiscal Year
End
|
|||||||||||||||
|
Name
|
|
Number of
Securities Underlying Unexercised Options
|
|
|
Number of
Securities
Underlying
Unexercised
Unearned
Options
|
|
|
Average
Exercise
Price
|
|
Option
Exercise
Dates
|
|||||||
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
#
|
|
|
|
#
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
John C.
Lawrence
|
|
|
250,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.25
|
|
None
|
|
(Chairman
of the Board Of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors
and Chief Executive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation Committee Compensation Discussion and
Analysis
This
discussion and analysis provides you with an understanding of our
executive compensation philosophy, plans and practices, and gives
you the context for understanding and evaluating the more specific
compensation information contained in the tables and related
disclosures set forth above.
United
States Antimony Corporation (USAC or the Company) mines and
processes zeolite, antimony and precious metals. A wholly owned
subsidiary, Bear River Zeolite, operates a zeolite mine and plant
near Preston, Idaho. Wholly owned subsidiaries in Mexico operate
the Los Juarez antimony mine in the state of Queretaro, Mexico, a
mill in Guanajuato, Mexico, an antimony smelter in Coahuila,
Mexico, and mines in Guadalupe, Soyatal and Wadley. The
Company’s headquarters, primary smelter and refinery are
located in Thompson Falls, Montana.
In
analyzing executive compensation the committee recognized the
hardship and risk which the CEO, John Lawrence, and the Executive
Vice Presidents, John Gustavsen and Russell Lawrence, have faced
and continue to endure in working in Mexico. Employment at the
management level has been static from 2013 through 2018, both in
the Company and in all of its subsidiaries. The Company does not
intend to make any changes in management level positions in
2019.
-12-
Oversight of the
Executive Compensation Program
Role of the Compensation Committee.
The Compensation
Committee (Committee) reviews and oversees the Company’s
compensation programs. The Committee recommends the compensation
levels for management level officers. The Compensation Committee
also makes recommendations to the Board concerning salary
guidelines and reviews compensation matters concerning all other
executive officer and director compensation, including salaries,
bonuses, stock-based awards and grants, and the terms and
conditions of employment contracts.
The
Compensation Committee meets annually to consider recommendations
to the Board. Typically, the CEO of the Company makes
recommendations to the Committee concerning individual salary
levels and other compensation for the executives based on his
knowledge of the work requirements and their effort and success.
The CEO does not make any recommendation concerning his own salary
or compensation. The Compensation Committee balances the
Company’s compensation levels with the present operational
goals and objectives of the Company.
The
Compensation Committee is currently comprised of Hart Baitis,
Jeffrey Wright, Craig W. Thomas and Gary Babbitt, Chairman. The
Compensation Committee did not engage a compensation consultant in
either the preparation or review of this report. The Board of
Directors fixes director compensation based on the
Committee’s recommendations.
Role of Executive Officers
The
Chief Executive Officer makes recommendations to the Committee
concerning executive officers’ total
compensation.
At this
time, the Company does not have a qualified or non-qualified stock
plan.
The
Committee reviews the executive officer recommendations for
compensation and exercises its discretion in amending, accepting or
modifying the recommendations for compensation.
Executive Compensation Principles
The
following principles assist and guide the Committee in fulfilling
its responsibilities as set forth in the Compensation Committee
Charter and administration of the continuing executive compensation
program:
Compensation
should be transparent so that both the Company shareholders and
executives understand the executive compensation
program.
Compensation
programs should correspond with the Company’s financial
interest as well as the interests of shareholders.
Compensation
should be flexible and rational in cyclical or volatile commodity
markets.
Compensation
should account for the inherent risks in certain geographical
environments.
Compensation
should be responsive to retaining qualified, high caliber
executives and management.
Executive
Management receives only a base salary and health insurance. The
Company does not have annual performance based salary plans, or
long term performance based cash incentives, deferred compensation,
retirement benefits or disability benefits. The CEO, John Lawrence,
and Russell Lawrence, the Vice President of Latin American
Operations, are Board members and receive compensation in the form
of restricted Company common stock for serving on the
Board.
The
Committee recommends no change in Executive Management base
salaries in 2018, and salaries have remained static from the 2016
levels, except for a decrease in the salary for the CFO. The
remainder of executive salaries remain unchanged from
2016.
-13-
The
Board of Directors rescinded the historical annual permitted grant
of 26,000 shares of restricted common stock to the directors as of
May 13, 2012. The directors’ new compensation was limited in
the future not to exceed a value of $25,000 unless circumstances
otherwise permit a different award. The Company does not have
percentile projections, incentives or goals of compensation for any
executive officers or directors of the Company. The Board of
Directors will wait until 2019 to consider any changes in
compensation for the 2019 calendar year.
Market Assessments
The
Committee reviews market compensation levels for the Board of
Director and Executive compensation. At the present time the
continuing development of the Mexican program requires that changes
in base salary of the executives and compensation of directors will
be carefully determined and on a case by case basis
annually.
Personal Benefits for Executives
The
Company does not have:
●
Change in control agreements
●
Supplemental compensation policies
●
Employment contracts
●
Separation or Severance Agreements
●
Any other type of compensation arrangements
Board of Director Compensation Guidance
The
following compensation guidance will continue until changed by the
Board of Directors:
In
August of 2012 the Board of Directors changed the maximum award of
stock to the Directors to be not more than $25,000 per director in
value unless circumstances otherwise permitted a different amount.
Thus, the stock awards for 2012 and 2013 are authorized for the
Directors’ and shall be delivered at subsequent date with a
value not to exceed $25,000 as authorized or as circumstances may
merit. All stock awards for John Lawrence and Russell Lawrence for
2012 through 2014 were included in this compensation report as part
of executive salary to follow industry custom and to make the
comparisons with the peer group more consistent, even though the
stock was not delivered at that time.
Compensation of Independent Directors
The
following table sets forth information concerning the compensation
of the Company Directors for the fiscal year ended December 31,
2016. The table lists all compensation received by the independent
directors. The stock received by executives who were also
directors, John Lawrence and Russell Lawrence, was counted under
executive compensation.
Projected
Director Compensation for 2018
(2)
|
|
Fees Earned or
Paid
|
Stock Awards(2)
|
All other Compensation
|
Total ($)
|
|
Gary
Babbitt (1)
|
$
18,000
|
$
25,000
|
0
|
$
43,000
|
|
|
|
|
|
|
|
Hart
Baitis
|
0
|
$
25,000
|
0
|
$
25,000
|
|
|
|
|
|
|
|
Jeffrey
Wright
|
0
|
$
25,000
|
0
|
$
25,000
|
|
|
|
|
|
|
|
Craig
W. Thomas
|
0
|
$
25,000
|
0
|
$
25,000
|
1.
Gary Babbitt
presently serves
as Chairman of
the Audit, Compensation, and Governance & Nomination
Committees.
He also serves on the
Corporate Executive Committee
and is a
board member and Secretary of USAMSA, the Company’s wholly
owned Mexican subsidiary. Hart Baitis is a member of the Audit,
Compensation and Governance & Nomination Committee. Jeffrey
Wright serves on the Compensation Committee and Audit Committee.
Craig Thomas serves on the Audit Committee
2.
The stock awarded
to directors in 2015 was in an amount equivalent to $25,000. The
2016 stock has not been awarded at this time to any of the
directors. The above chart is a projected stock award for 2018. The
stock awarded to directors in 2015 was issued in the first quarter
of 2016. The director stock awards are and have been
static.
-14-
The
directors will receive $25,000 or equivalent value in restricted
Company common stock for 2018 and succeeding years until changed or
circumstances otherwise permit a different award.
Committee Recommendations for the Company Officers in
2018
The
Company does not have an executive director compensation program.
The Company has a measured compensation approach consistent with
its growth. Accordingly, compensation will be reviewed
annually.
The
Officers’ compensation rates for 2018 are as
follows:
John C.
Lawrence, CEO - $141,000
John C.
Gustavsen, Exec. VP - $105,000
Russell
Lawrence, VP Latin Operations - $110,000
Matt
Keane, VP Marketing - $60,000
Dan
Parks, CFO - $75,000
Alicia
Hill - Treasurer and Controller - $50,000
The
Committee recommends that the Executive Pay for 2018 continue in
2019 for John Lawrence, CEO, John Gustavsen and Russell Lawrence,
Executive VPs, and Dan Parks, CFO, remains CFO starting on 1
October 2018 for a period of not less than two years for his
present compensation plus the issuance of 200,000 common shares of
USAC bearing a restrictive legend until the Compensation Committee
confers with management in 2019 for any changes or circumstances
that may require a change. The Committee recommends that the
Chairmanship fees for the Audit, Compensation and
Governance/Nomination Committees be accepted as set forth in this
report and that the Director’s stock fees shall remain
without change in 2018 and 2019 in the amount of $25,000 in USAC
common stock, restricted under Rule 144, for 2018 and 2019 or as
circumstances otherwise permit.
Compensation Committee Report
We, as
members of the Compensation Committee of the Board of Directors,
have reviewed the foregoing Compensation Discussion and Analysis.
Based upon our independent review and discussions with management,
we recommend that the Board of Directors accept this report and
that the Compensation Discussion and Analysis of 2017 be included
in the 2017 Proxy Statement for filing with the U.S. Securities and
Exchange Commission.
2018
COMPENSATION COMMITTEE OF
THE
BOARD OF DIRECTORS
Gary D.
Babbitt, Chairman
Hartmut
W. Baitis
Jeffrey
D. Wright
Craig
W. Thomas
-15-
OTHER GOVERNANCE MATTERS
Code of Business and Ethical Conduct
We have adopted a corporate Code of Business and Ethical Conduct
administered by our President/CEO, John C. Lawrence. We believe our
Code of Business and Ethical Conduct is reasonably designed to
deter wrongdoing and promote honest and ethical conduct, to provide
full, fair, accurate, timely and understandable disclosure in
public reports, to comply with applicable laws, to ensure prompt
internal reporting of code violations, and to provide
accountability for adherence to the code. Our Code of Business and
Ethical Conduct provides written standards that are reasonably
designed to deter wrongdoing and to promote:
Honest
and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
Full,
fair, accurate, timely and understandable disclosure in reports and
documents that are filed with, or submitted to, the Commission and
in other public communications made by an issuer;
Compliance
with applicable governmental laws, rules and
regulations;
The
prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code;
and
Accountability
for adherence to the code.
Our Code of Business and Ethical Conduct is available on our web
site at
www.usantimony.com
.
A copy of the Code of Business and Ethical Conduct will be provided
to any person without charge upon written request to us at our
executive offices: United States Antimony Corporation, P.O. Box
643, Thompson Falls, Montana 59873. We intend to disclose any
waiver from a provision of our code of ethics that applies to any
of our principal executive officer, principal financial officer,
principal accounting officer or controller or persons performing
similar functions that relates to any element of our code of ethics
on our website. No waivers were granted from the requirements of
our Code of Business and Ethical Conduct during the year ended
December 31, 2017, or during the subsequent period from January 1,
2018 through the date of this proxy statement.
Compensation Interlocks and Insider Participation
There were no compensation committee or board interlocks among the
members of our Board.
-16-
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Described
below are transactions during the last two years to which we are a
party and in which any director, executive officer or beneficial
owner of five percent (5%) or more of any class of our voting
securities or relatives of our directors, executive officers or
five percent (5%) beneficial owners has a direct or indirect
material interest.
In
March 2016, the Company issued the Board members 550,000 shares of
the Company’s common stock at $0.25 per share for services
performed in 2015 with a value of $137,500.
In
December of 2016, the Company issued Daniel Parks, the
Company’s Chief Financial Officer, 200,000 shares of the
Company’s common stock valued at $54,000 to retain his
services for a two year period. As part of the agreement, Mr.
Parks’ hours worked and normal compensation was
reduced.
During
2016, the Company awarded, but did not issue, common stock with a
value at December 31, 2016, of $168,750 to its Board of Directors
as compensation for their services as directors. In connection with
the issuances, the Company recorded $168,750 in director
compensation expense. In March of 2017, at a price of $0.40 per
share, the directors were issued 421,875 shares for
2016.
On
December 31, 2017, the Company awarded shares of unregistered
common stock to be paid to its directors for services during 2017,
having a fair value of $175,000, based on the stock price at the
date declared. The stock has not been issued as of April 2,
2018.
The
Company’s President and Chairman, John Lawrence, rents
equipment to the Company and charges the Company for lodging and
meals provided to consultants, customers and other parties by an
entity that Mr. Lawrence owns. The amount due to Mr. Lawrence as of
December 31, 2017 and 2016 was $22,668 and $14,525, respectively.
Expenses paid to Mr. Lawrence for the years ended December 31, 2017
and 2016 were $13,603 and $16,791, respectively.
-17-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The
following table sets forth information regarding beneficial
ownership of our common stock as of April 2, 2018, by (i) each
person who is known by us to beneficially own more than 5% of our
Series B, C, and D preferred stock or common stock; (ii) each of
our executive officers and directors; and (iii) all of our
executive officers and directors as a group. Unless otherwise
stated, each person's address is c/o United States Antimony
Corporation, P.O. Box 643, 47 Cox Gulch, Thompson Falls, Montana
59873.
|
Title of Class
|
|
Name and Address of Beneficial
Owner
(1)
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Class
(1)
|
|
Percent of all Voting Stock
|
|
Common Stock
|
|
Reed Family Limited Partnership
328 Adams Street
Milton, MA 02186
|
|
4,018,335
|
|
5.95%
|
|
5.80%
|
|
Common Stock
|
|
The Dugan Family
c/o A.W. Dugan
1415 Louisana Street, Suite 3100
Houston, TX 77002
|
|
6,362,927
(3)
|
|
9.43%
|
|
9.19%
|
|
Series B Preferred
|
|
Excel Mineral Company
P.O. Box 3800
Santa Barbara, CA 93130
|
|
750,000
(5)
|
|
100.00%
|
|
N/A
|
|
Series C Preferred
|
|
Richard A. Woods
59 Penn Circle West
Penn Plaza Apts.
Pittsburgh, PA 15206
|
|
48,305
(4)
|
|
27.10%
|
|
*
|
|
Series C Preferred
|
|
Dr. Warren A. Evans
69 Ponfret Landing Road
Brooklyn, CT 06234
|
|
32,203
(4)
|
|
18.10%
|
|
*
|
|
Series C Preferred
|
|
Edward Robinson
1007 Spruce Street, 1st floor
Philadelphia, PA 19107
|
|
32,203
(4)
|
|
18.10%
|
|
*
|
|
Series C Preferred
|
|
All Series C Preferred Shareholders as a Group
|
|
177,904
(4)
|
|
100.00%
|
|
*
|
|
|
|
John C. Lawrence
|
|
4,343,607
(2)
|
|
68.59%
|
|
6.27%
|
|
|
|
Russell Lawrence
|
|
343,145
|
|
5.42%
|
|
*
|
|
|
|
Hart Baitis
|
|
233,680
|
|
3.69%
|
|
*
|
|
|
|
Garry Babbitt
|
|
271,486
|
|
4.29%
|
|
*
|
|
Common Stock
|
|
Whitney Ferer
|
|
162,500
|
|
2.57%
|
|
*
|
|
|
|
Jeffrey Wright
|
|
130,320
|
|
2.06%
|
|
*
|
|
|
|
Mathew Keane
|
|
10,300
|
|
0.16%
|
|
*
|
|
|
|
Daniel Parks
|
|
264,500
|
|
4.18%
|
|
*
|
|
|
|
Craig Thomas
|
|
572,711
|
|
9.04%
|
|
*
|
|
Common Stock
|
|
All Directors and Executive Officers as a Group
|
|
6,332,249
|
|
100.00%
|
|
9.16%
|
|
|
|
John C. Lawrence
|
|
1,590,672
(4)
|
|
90.80%
|
|
2.29%
|
|
Series D Preferred
|
|
Leo Jackson
|
|
102,000
|
|
5.80%
|
|
*
|
|
|
|
Garry Babbitt
|
|
58,333
|
|
3.40%
|
|
*
|
|
Series D Preferred
|
|
All Series D Preferred Shareholders as a Group
|
|
1,751,005
(4)
|
|
100.00%
|
|
2.52%
|
|
|
|
All Directors and Executive Officers as a Group
|
|
6,332,249
(2)
|
|
78.38%
|
|
9.16%
|
|
Common Stock and Preferred Stock w/ voting rights
|
|
|
|
-
|
|
-
|
|
-
|
|
|
|
All preferred Shareholders that are officers or
directors
|
|
1,751,005
(4)
|
|
21.62%
|
|
2.52%
|
|
Common and Preferred Voting Stock
|
|
All Directors and Executive Officers as a Group
|
|
8,083,254
|
|
100.00%
|
|
11.69%
|
(1)
Beneficial
Ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock
subject to options or warrants currently exercisable or
convertible, or exercisable or convertible within 60 days of April
2, 2018, are deemed outstanding for computing the percentage of the
person holding options or warrants but are not deemed outstanding
for computing the percentage of any other person. Percentages are
based on a total of
67,488,153
shares of common stock, 750,000
shares of Series B Preferred Stock, 177,904 shares of Series C
Preferred Stock, and 1,751,005 shares of Series D Preferred Stock
outstanding on April 2, 2018. Total voting stock of 69,417,062
shares is a total of all the common stock issued, and all of the
Series C and Series D Preferred Stock outstanding at April 2,
2018.
(2)
Includes 4,031,107
shares of common stock and 250,000 stock purchase warrants.
Excludes 183,324 shares owned by the estate of Mr. Lawrence's
sister, as to which Mr. Lawrence disclaims beneficial
ownership.
(3)
Includes shares
owned by the estate of Al W. Dugan and shares owned by companies
owned and controlled by the estate of Al W. Dugan. Excludes 183,333
shares owned by Lydia Dugan as to which the estate of Mr. Dugan
disclaims beneficial ownership.
(4)
The outstanding
Series C and Series D preferred shares carry voting rights equal to
the same number of shares of common stock.
(5)
The outstanding
Series B preferred shares carry voting rights only if the Company
is in default in the payment of declared dividends. The Board of
Directors has not declared any dividends as due and payable for the
Series B preferred stock.
-18-
PROPOSAL 2 – RATIFICATION OF SELECTION OF INDEPENDENT
AUDITOR
What am I voting on?
The
Board of Directors and the Audit Committee have selected DeCoria,
Maichel & Teague P.S. as our independent auditor for the year
ending December 31, 2018 and that selection is being submitted to
shareholders for ratification. Although ratification is not
required by our bylaws or otherwise, the Board is submitting the
selection of DeCoria, Maichel & Teague P.S. to our shareholder
for ratification as a matter of good corporate practice. If the
selection is not ratified, the Board will consider whether it is
appropriate to select another registered public accounting firm.
Even if the selection is ratified, the Board in its discretion may
select a different registered public accounting firm at any time
during the year if it determines that such a change would be in the
best interests of USAC and our shareholders. DeCoria, Maichel &
Teague P.S. served as our independent auditor for the year ended
December 31, 2017.
Recommendation of the Board of Directors
The Board of Directors unanimously recommends that you vote
“FOR” the ratification of the appointment of DeCoria,
Maichel & Teague P.S. as our independent auditor for
2018
.
Accountant Fees and Services
The
following table sets forth the aggregate fees billed to the Company
by DeCoria, Maichel & Teague P.S. for professional services
rendered for the fiscal years ended December 31, 2017 and
2016.
|
|
2017
|
2016
|
|
Audit
Fees
|
$
119,985
|
$
134,985
|
|
Tax
Fees
|
$
8,985
|
$
12,695
|
|
Other
Fees
|
--
|
--
|
|
Totals
|
$
128,970
|
$
147,680
|
Audit Fees
Audit
fees consist of fees billed for professional services rendered for
the audit of our financial statements and review of interim
consolidated financial statements included in quarterly reports and
services that are normally provided by the principal accountants in
connection with statutory and regulatory filings or
engagements.
Tax Fees
Tax
fees consist of fees billed for professional services for tax
compliance, tax advice and tax planning.
Audit-Related Fees
There
were no other fees billed by DeCoria, Maichel & Teague P.S.
during the last two fiscal years for assurance and related services
that were reasonably related to the performance of the audit or
review of the Company's financial statements and not reported under
"Audit Fees" above.
The
Audit Committee of the Board of Directors determined that all of
the services performed by DeCoria, Maichel & Teague P.S. in
fiscal year 2017 were not incompatible with DeCoria, Maichel &
Teague P.S. maintaining its independence.
-19-
SHAREHOLDER PROPOSALS
Proposals
of shareholders intended to be presented at our annual meeting to
be held in 2019 must be received by us no later than July 28, 2018
to be considered for inclusion in the proxy materials and form of
proxy relating to that meeting. Any such proposals shall be subject
to the requirements of the proxy rules adopted under the Securities
Exchange Act.
BY
ORDER OF THE BOARD OF DIRECTORS
John C.
Lawrence
Chairman
and President
Thompson
Falls, Montana
October
19, 2018
-20-
REVOCABLE PROXY
UNITED STATES ANTIMONY CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 28, 2018
The
undersigned hereby appoints John C. Lawrence and Gary D. Babbitt,
and each of them, with full powers of substitution to act as
attorneys and proxies for the undersigned, to vote all shares of
common stock of United States Antimony Corporation
(“USAC”) which the undersigned is entitled to vote at
the annual meeting of shareholders, to be held at the Rimrock
Lodge, 6 Rimrock Lane, Thompson Falls, Montana, on Saturday,
December 28, 2018, at 10:00 a.m., local time, and at any and all
adjournments thereof, as indicated.
|
|
|
|
FOR
|
|
VOTEWITHHELD
|
|
1.
|
The
election as director of the nominees listed below
(except
as marked to the contrary below)
John C.
Lawrence
Gary D.
Babbitt
Harmut
W. Baitis
Russell
C. Lawrence
Jeffrey
D. Wright
Craig
W. Thomas
Note:
shareholders have the discretionary authority to cumulate votes
unless a different distribution of votes is indicated by marking
after the nominee’s name.
|
|
☐
|
|
☐
|
|
|
|
|
FOR
|
|
ABSTAIN
|
|
AGAINST
|
|
2.
|
The ratification of
the selection of DeCoria, Maichel & Teague, P.S. as the
independent auditor for the year ending December 31,
2018
.
|
|
☐
|
|
☐
|
|
☐
|
This
proxy, when properly executed, will be voted in the manner directed
by the undersigned stockholder. If no specification is made, this
proxy will be voted FOR the election of the six named nominees as
directors and FOR Proposal 2, and at the discretion of the proxy on
any other matter that may properly come before the
meeting
If any other business is presented at the annual meeting, the
proxies will vote your shares in accordance with the
directors’ recommendations. At the present time,
the Board of Directors knows of no other business to be presented
at the annual meeting. This proxy card also confers
discretionary authority on the Board of Directors to vote with
respect to the election of any person as director where the
nominees are unable to serve or for good cause will not serve and
on matters incident to the conduct of the annual
meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should
the undersigned be present and elect to vote at the annual meeting
or at any adjournment thereof and after notification to the
Secretary of USAC at the annual meeting of the shareholder’s
decision to terminate this proxy, then the power of said attorneys
and proxies shall be deemed terminated and of no further force and
effect.
The
undersigned acknowledges receipt from USAC prior to the execution
of this proxy of the Notice of Annual Meeting of Shareholders
and the Proxy Statement dated October 19, 2018.
Dated:
,
2018
|
|
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|
|
||
|
|
||
|
|
||
|
|
|
|
|
PRINT
NAME OF SHAREHOLDER
|
|
PRINT
NAME OF SHAREHOLDER
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
|
SIGNATURE
OF SHAREHOLDER
|
|
SIGNATURE
OF SHAREHOLDER
|
|
|
||
Please
sign exactly as your name appears on the enclosed
card. When signing as attorney, executor, administrator,
trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE. OR FAX TO
406-827-3543.
TABLE OF CONTENTS