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:
[ ]
Preliminary Proxy Statement
[
] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X]
Definitive Proxy Statement
[ ]
Definitive Additional Materials
[
] 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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[X]
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No fee
required.
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[
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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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[
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Fee
paid previously with preliminary materials:
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N/A
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[
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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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(1)
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Amount
Previously Paid:
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N/A
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(2)
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Form,
Schedule or Registration Statement No.:
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N/A
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(3)
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Filing
Party:
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N/A
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(4)
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Date
Filed:
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N/A
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UNITED STATES ANTIMONY CORPORATION
P.O. Box 643, Thompson Falls, Montana 59873
June
21, 2021
Dear
Shareholder:
You are
cordially invited to attend the 2020 annual meeting of shareholders
of United States Antimony Corporation on Monday, August 2, 2021 at
10:00 a.m., Mountain Time. The Annual Meeting will be a
completely virtual meeting of shareholders conducted via live audio
webcast to enable our shareholders to participate from any location
around the world that is convenient to them. You will be able to
attend the Annual Meeting by visiting
https://agm.issuerdirect.com/uamy
.
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 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, faxing, or submitting over the internet the
enclosed proxy card. If you attend the meeting, you may
vote at the meeting even if you have previously submitted your
proxy. The accompanying proxy information also provides
instructions for submitting your vote online.
We look
forward to seeing you at the meeting.
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Sincerely,
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/s/
John Gustavsen
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John
Gustavsen
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Interim Chief Executive Officer
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UNITED STATES ANTIMONY CORPORATION
___________________________
NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS
______________________________________________
To the Shareholders of United States Antimony
Corporation:
The
2020 Annual Meeting of Shareholders of United States Antimony
Corporation (“USAC” or the “Company”) will
be on Monday, August 2, 2021 at 10:00 a.m., Mountain Time. The
Annual Meeting will be a completely virtual meeting of shareholders
conducted via live audio webcast to enable our shareholders to
participate from any location around the world that is convenient
to them. You will be able to attend the Annual Meeting by visiting
https://agm.issuerdirect.com/uamy
.
We are
holding the Annual Meeting for the following purposes, which are
more fully described in the proxy statement accompanying this
Notice:
1.
To elect each of
the four directors named in the Proxy Statement for a term of one
year.
2.
To ratify the
appointment of Assure CPA, LLC as USAC’s independent
registered public accounting firm for the fiscal years ending
December 31, 2020 and December 31, 2021.
3.
To transact any
other business that properly comes before the meeting.
Only
shareholders of record at the close of business on June 7, 2021
(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 for inspection by any shareholder
through the date of the annual meeting at the Company’s
principal office and, during the annual meeting, at
http://www.iproxydirect.com/UAMY
.
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 provide
proof of your ownership of those shares at 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 have that documentation
readily accessible when you attend the annual meeting.
Your vote is very important.
Whether or
not you expect to attend the Annual Meeting, 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 help to ensure the presence of a quorum at the meeting.
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 Monday, August 2, 2021. The proxy statement
and 2020 Annual Report on Form 10-K are available at
http://www.iproxydirect.com/UAMY
.
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By Order of the Board of Directors
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John
Gustavsen
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Interim Chief Executive Officer
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June
21, 2021
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PROXY STATEMENT
OF
UNITED STATES ANTIMONY CORPORATION
47 Cox
Gulch, P.O. Box 643
Thompson
Falls, Montana 59873
(406)
827-3523
______________________________________________
2020 ANNUAL MEETING OF SHAREHOLDERS
August 2, 2021
______________________________________________
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 2020 annual meeting of shareholders.
______________________________________________
INFORMATION ABOUT THE 2020 ANNUAL MEETING
______________________________________________
Time and Place of the Annual Meeting
Our
annual meeting will be held as follows:
Date
: Monday,
August 2, 2021
Time
: 10:00
a.m., Mountain Time
Place
:
https://agm.issuerdirect.com/uamy
Matters to Be Considered at the Annual Meeting
At
the meeting, you will be asked to consider and vote upon the
following proposals (“Proposals”):
Proposal
1.
To elect four named
directors, each to serve for a one-year term.
Proposal
2.
To ratify the
selection of Assure CPA, LLC as our independent auditor for 2020
and 2021.
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.
Proxy Materials
We are
making available this Proxy Statement and its accompanying
materials and the form of proxy to our shareholders on or about
June 21, 2021 at
www.iproxydirect.com/UAMY
.
The following documents are included with this Proxy
Statement:
1.
Notice of Annual Meeting of Shareholders;
2. A
Proxy Designation attached hereto (the “Proxy”);
and
3. A
copy of the 2020 Annual Report on Form 10-K.
Who is Entitled to Vote?
We have
fixed the close of business on June 7, 2021 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, Series A preferred stock, and Series C
preferred stock that you own. Each holder of shares of Series D
preferred stock is entitled to such number of votes as shall be
equal to the whole number of shares of common stock into which such
holder’s aggregate number of shares of Series D Preferred
Stock are convertible immediately after the close of business on
the Record Date.
On the Record Date, the
following shares were outstanding and entitled to vote at the
annual meeting: (1) 106,253,081 shares of common stock, (2) 177,904
shares of Series C preferred stock, and (3) 1,751,005 shares of
Series D preferred stock. There are no issued or outstanding shares
of the Company’s Series A preferred stock and the
Company’s Series B preferred stock does not have voting
rights.
The
Common Stock and Preferred Stock are sometimes collectively
referred to in this Proxy Statement as the “Capital
Stock.”
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.iproxydirect.com/UAMY
;
●
Downloading your
proxy card from
http://www.iproxydirect.com/UAMY
(or
sending
an email to Issuer Direct at
proxy@issuerdirect.com
and
requesting that your proxy card be emailed to you), and then
completing and signing your proxy card, and faxing your proxy card
to Issuer Direct at 202-521-3464, Attention: Proxy
Services;
●
Downloading your
proxy card from
http://www.iproxydirect.com/UAMY
(or
sending
an email to Issuer Direct at
proxy@issuerdirect.com
and
requesting that your proxy card be emailed to you), and then
completing and signing your proxy card, and emailing your proxy
card to Issuer Direct at
proxy@issuerdirect.com
;
●
Downloading your
proxy card from
http://www.iproxydirect.com/UAMY
(or
sending
an email to Issuer Direct at
proxy@issuerdirect.com
and
requesting that your proxy card be emailed to you), and then
completing and signing your proxy card, and mailing your proxy card
to the attention of Proxy Services at One Glenwood Ave, Suite 1001,
Raleigh, NC 27603-2582; or
●
Attending and
voting at the annual meeting. To attend the annual meeting, you
will need to provide your Control ID, and to vote at the annual
meeting, you will need to provide your Request ID. Each of your
Control ID and Request ID can be found on either (i) your proxy
card (which is available to download at
http://www.iproxydirect.com/UAMY
or
which may be obtained by sending an email to Issuer Direct
at
proxy@issuerdirect.com
and
requesting that your proxy card be emailed to you
)
or (ii) your notice of internet
availability of proxy materials (which was mailed to
you
)
.
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 under the following
question.
Shares
of USAC common stock and preferred stock can only be voted if the
shareholder is present at the annual meeting, which will be held
completely virtually via live audio webcast, 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 annual
meeting if you are a shareholder of record.
2
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
four named director nominees and "FOR" ratification of the
selection of Assure CPA, LLC as our independent auditor for 2020
and 2021. 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 such 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.
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, either
the chairperson of the meeting or a majority of the shareholders
present or represented by proxy at the meeting 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 60 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 plurality of the votes cast, in person or by
proxy, at the annual meeting by holders of outstanding shares
entitled to vote 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 four 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 4 (number of directors to
be elected) = total votes. Shareholders may allocate their votes
among the four nominees described below. Votes may be cast for or
withheld from each nominee.
3
Vote Required to Approve Proposal 2: Ratification of the Selection
of the Independent Auditor
Ratification
of the selection of Assure CPA, LLC as our independent auditor for
the fiscal years ending December 31, 2020 and December 31, 2021
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 Issuer
Direct in writing before the annual meeting that you have revoked
your proxy by delivering such writing by email to
proxy@issuerdirect.
com
,
by fax to the attention of Proxy Services at 202-521-3464, or by
mail to the attention of Proxy Services at
One Glenwood Ave,
Suite 1001, Raleigh, NC 27603-2582; or
●
attending and
voting at the annual meeting.
If you
are the beneficial owner of your shares, you must contact the
broker, bank or other nominee holding your shares and follow their
instructions to change your vote or revoke your proxy.
How can I obtain a copy of the 2020 Annual Report on Form
10-K?
The
Company’s 2020 Annual Report on Form 10-K, including
financial statements, is available on the internet with this Proxy
Statement at
http://www.iproxydirect.com/UAMY
.
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 2020 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.
4
______________________________________________
PROPOSAL 1 – ELECTION OF DIRECTORS
______________________________________________
What is the current composition of the Board?
Our
Board of Directors has fixed the number of directors at six. Our
Board of Directors currently consists of four members, with two
vacancies. The Board of Directors has not nominated nominees to
fill the current vacancies, and only four nominees are standing for
election at the Annual Meeting. As a result, if all four nominees
are elected at the Annual Meeting, there will be two
vacancies.
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 four current Board
members for election at the 2020 annual meeting, to hold office
until the 2021 annual meeting:
●
Hartmut W.
Baitis
●
Russell C.
Lawrence
●
Lloyd Joseph
Bardswich
●
Blaise Aguirre,
MD
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 plurality of the votes cast, in person or by
proxy, at the annual meeting by holders of outstanding shares
entitled to vote 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 four named
nominees.
5
______________________________________________
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, if elected, will expire 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, 2020.
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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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Hartmut
W. Baitis
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71
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Director
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2021
annual meeting
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Russell
C. Lawrence
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51
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Director
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2021
annual meeting
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Lloyd Joseph
Bardswich
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76
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Director
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2021 annual
meeting
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Blaise
Aguirre, MD
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58
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Director
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2021
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 four nominees
for election.
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.
Lloyd Joseph Bardswich
. Mr. Bardswich has extensive
experience in mining, mining engineering, management, drilling,
metallurgy and plant design. He is a registered Professional Mining
Engineer, can serve as a QP (Qualified Person) regarding reporting
to NI43-101 standards and has worked as a Shift Boss, Mine Safety
Engineer, Mine Foreman, Mine Manager and Mining
Consultant.
Blaise Aguirre, MD
. Dr. Aguirre, who joined the Board in
August 2019, is an Assistant Professor of Psychiatry at Harvard
Medical School, and is the founding Medical Director of 3East at
McLean Hospital in Belmont, Massachusetts. In 2011, he was elected
to the Board of Directors at Investors Capital Holdings, Ltd, and
remained on the Board until it was sold to RCS Capital Corporation.
In addition, Dr. Aguirre sits on the boards of various privately
held companies. He has developed and maintained relationships with
institutional money managers, venture capitalists, angel investors
and has developed expertise as a small cap stock analyst as a
broker with series 7 and 63 securities licenses. He received his
Medical Doctor’s degree in 1989 from the University of
Witwatersrand, Johannesburg, South Africa, and performed his
residency at Boston University School of Medicine from 1991 to
1994.
Family Relationships
None.
6
Other Directorships
No
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 four
directors, with two vacancies.
Director Independence
We have
four directors as of the Record Date, including three independent
directors as follows:
●
Hartmut W.
Baitis
●
Lloyd Joseph
Bardswich
●
Blaise Aguirre,
MD
An
“independent” director is a director whom the Board of
Directors has determined satisfies the requirements for
independence under Section 803A of the NYSE American Company
Guide.
Meetings of the Board and Board Member Attendance at Annual
Meeting
During
the year ended December 31, 2020, the Board of Directors held four
(4) regular meetings. Each incumbent director attended all of the
meetings of the Board and all of the 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 entire Board. Our
Secretary will review all communications before forwarding them to
the appropriate Board member(s).
7
Committees and Committee Charters
The
Board of Directors has the following standing committees: Executive
Committee, Audit Committee, Compensation Committee, and Corporate
Governance and Nominating Committee. The Audit Committee was
established in December 2011, and the Compensation and Corporate
Governance and Nominating Committees were established in
2012.
Executive Committee
In
2020, the Executive Committee consisted of two members, John C.
Lawrence and Hartmut W. Baitis. John C. Lawrence passed away in
June 2020, and thereafter the Executive Committee consisted of
Russel C. Lawrence and Hartmut W. Baitis. During 2020, 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 (the “Exchange Act”), and the
requirements of the NYSE American. Our Audit Committee was
established in accordance with Section 3(a)(58)(A) of the Exchange
Act. During 2020, our Audit Committee was composed of the following
three (3) 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 American Company
Guide) and financially literate (pursuant to the requirements of
Section 803B of the NYSE American Company Guide): Jeffrey
Wright,
Hartmut W. Baitis, and Blaise Aguirre.
Mr. Wright 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
American Company Guide.
Jeffrey D. Wright resigned from the Board effective January 31,
2021. The Audit Committee currently consists of Hartmut W. Baitis,
Blaise Aguirre, and Lloyd Joseph Bardswich.
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.
Our Audit Committee monitors our audit and the preparation of
financial statements and all financial disclosures 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, 2020, 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 2020, the Committee had three (3)
members, each of whom is “independent” as determined
under Rule 10A-3 of the Exchange Act and the rules of the NYSE
American. The Committee operates under a written charter adopted by
the Board.
The Committee assists the Board by overseeing (1) the integrity of
our financial reporting and internal control, (2) the independence
and performance of our independent auditors, and (3) providing an
avenue of communication between management, the independent
auditors and the Board.
In the course of providing its oversight responsibilities regarding
the 2020 financial statements, the Committee reviewed the 2020
audited financial statements, which appear in the 2020 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.
8
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, 2020. The Committee and the Board have
also recommended the selection of Assure CPA, LLC as independent
auditors for the Company for the fiscal years ending December 31,
2020 and 2021.
Submitted by the 2020 Audit Committee Members
Hartmut W.
Baitis
Lloyd Joseph
Bardswich
Blaise
Aguirre
Compensation Committee
During 2020, we had a Compensation 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): Craig W. Thomas (Chairman) Jeffrey D. Wright,
and
Hartmut W. Baitis
. Jeffery
D. Wright resigned from the Board in January 2021, and Craig W.
Thomas resigned from the Board in February 2021. The Compensation
Committee currently consists of Hartmut W. Baitis and Blaise
Aguirre.
We have a Compensation Committee charter that complies with the
requirements of the NYSE American. 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.
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 only with
respect to 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, 2020, 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 2020, 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 American
Company Guide):
Jeffrey Wright
(Chairman),
Hartmut W. Baitis, and Craig W.
Thomas
. The charter of the Corporate
Governance and Nominating Committee charter complies with the
requirements of the NYSE American.
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 positions 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
.
9
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 four 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, 2020, 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
.
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 determined to have a separate Chief
Executive Officer and Chairman of the Board. We determined that
this structure is currently the most appropriate Board leadership
structure for the Company. 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 three independent
directors, with independent directors sitting on the Board’s
committees, is sufficient independent oversight even if we combine
the roles of 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.
We currently have an Interim Chief Executive Officer who is not a
director, and we do not currently have a Chairman of the Board.
However, if we appoint a permanent Chief Executive Officer, our
Board may choose to elect the Chief Executive Officer as a director
and combine the Chairman and Chief Executive Officer
roles.
10
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 2020, the Audit Committee consisted of Craig W. Thomas
(Chairman), Jeffrey D. Wright,
and Blaise
Aguirre
, 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 facilitates 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.
11
______________________________________________
DIRECTORS’ COMPENSATION
______________________________________________
Following is a
summary of fees, cash payments, stock awards, and other
reimbursements to Directors during the year ended December 31,
2020:
Directors Compensation
|
Name and Principal Position
|
Fees Earned or paid in Cash
|
Stock Awards
|
Total Fees, Awards, and Other Compensation
|
|
Russell
C. Lawrence, Director
|
|
$
25,000
|
$
25,000
|
|
Hartmut W. Baitis,
Director
|
|
$
25,000
|
$
25,000
|
|
Blaise
Aguirre, MD, Director
|
-
|
$
25,000
|
$
25,000
|
|
Craig
W. Thomas
|
|
$
25,000
|
$
25,000
|
|
Jeffrey
D. Wright
|
|
$
25,000
|
$
25,000
|
|
Totals
|
$
0.00
|
$
125,000
|
$
125,000
|
______________________________________________
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, 2020, 2019 and 2018 paid by the
Company to its executive officers.
|
Name and
Principal Position
|
|
Year
|
Salary
|
Bonus
|
Stock Awards
(1)
|
Total
|
|
John C.
Lawrence,
|
|
2020
|
$
70,500
|
N/A
|
$
0
|
$
70,500
|
|
Former
President
|
|
2019
|
$
141,000
|
N/A
|
$
25,000
|
$
166,000
|
|
and Chief Executive
Officer
|
|
2018
|
$
141,000
|
N/A
|
$
25,000
|
$
166,000
|
|
|
|
|
|
|
|
|
|
John C.
Gustavsen,
|
|
2020
|
$
100,000
|
N/A
|
|
$
100,000
|
|
Executive Vice
President
|
|
2019
|
$
100,000
|
N/A
|
|
$
100,000
|
|
|
|
2018
|
$
100,000
|
N/A
|
|
$
100,000
|
|
|
|
|
|
|
|
|
|
Russell C.
Lawrence,
|
|
2020
|
$
110,000
|
N/A
|
$
25,000
|
$
135,000
|
|
Executive
|
|
2019
|
$
110,000
|
N/A
|
$
25,000
|
$
135,000
|
|
Director Latin
America
|
|
2018
|
$
110,000
|
N/A
|
$
25,000
|
$
135,000
|
(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 CEO position, is recommended
to the Compensation Committee of the Board of Directors by the CEO.
The Compensation Committee makes the recommendation for the
compensation of the 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 CEO. The 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 CEO and the Executive Director of Latin
America, receive restricted stock awards for their services as
Board members.
12
Compensation Committee Discussion and Analysis
This
discussion and analysis provides you with an understanding of our
executive compensation philosophy, plans and practices, and gives
you 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, and an
antimony smelter in Coahuila, Mexico. 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 2020, both in
the Company and in all of its subsidiaries.
13
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 or
her knowledge of the work requirements and their effort and
success. The CEO does not make any recommendation concerning his or
her 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 Hartmut W. Baitis,
Lloyd Joseph Bardswich, and Blaise Aguirre. 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. Russell Lawrence, the
Executive Director of Latin America, is a Board member and receives
compensation in the form of restricted Company common stock for
serving on the Board.
The
Committee made no changes in Executive Management base salaries in
2020, 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 since 2016. The Committee
intends to review salaries again in 2021.
14
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. Thereafter, directors’ compensation has been
limited to not 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 intends to review Committee recommendations regarding any
changes in compensation for the 2021 calendar year.
Market Assessments
The
Committee reviews market compensation levels for the Board of
Directors 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;
●
Any practices or policies regarding hedging or offsetting any
decrease in the market value of registrant equity
securities;
●
Employment contracts;
●
Separation or Severance Agreements; or
●
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 $25,000 per director in
value unless circumstances otherwise permitted a different amount.
All stock awards for John Lawrence and Russell Lawrence are
included in this compensation report as part of executive salary to
follow industry custom and to make the comparisons with the peer
group more consistent, even though the stock was not delivered at
that time.
Compensation of Independent Directors
The
following table sets forth information concerning the compensation
of the Company Directors for the fiscal year ended December 31,
2020. The table lists all compensation received by the independent
directors. The stock received by the executive who was also a
director, Russell Lawrence, was accounted for under executive
compensation.
Director
Compensation for 2020
|
|
Fees Earned or
Paid
|
Stock
Awards(2)
|
All other
Compensation
|
Total
($)
|
|
Hartmut
W. Baitis
|
0
|
$
25,000
|
0
|
$
25,000
|
|
|
|
|
|
|
|
Craig
W Thomas
|
0
|
$
25,000
|
0
|
$
25,000
|
|
|
|
|
|
|
|
Blaise
Aguirre, MD
|
0
|
$
25,000
|
0
|
$
25,000
|
|
|
|
|
|
|
|
Jeffrey
D. Wright
|
0
|
$
25,000
|
0
|
$
25,000
|
1.
During 2020,
Hartmut W. Baitis was a member of the Executive, Compensation, and
Corporate Governance and Nomination Committees. During 2020,
Jeffrey Wright was a member of the Audit, Compensation, and
Corporate Governance and Nominating Committees. During 2020, Craig
W. Thomas was a member of the Audit, Compensation, and Corporate
Governance and Nominating Committees.
15
The
directors will receive $25,000 or equivalent value in restricted
Company common stock for 2020 and succeeding years until changed or
circumstances otherwise permit a different award.
Committee Recommendations for the Company Officers in
2021
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 2020 were as
follows:
John C.
Gustavsen, Exec. VP - $100,000
Russell
Lawrence, Exec Dir Latin America - $110,000
Alicia
Hill - Treasurer and Controller - $50,000
The
Committee recommended that the Executive Pay for 2020 continue in
2021 for John Gustavsen, Executive VP and Interim Chief Executive
Officer, and Russell Lawrence, Executive Director. 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 2020 and 2021 in the amount of $25,000 in USAC
common stock, restricted under Rule 144, for 2020 and 2021 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 2020 be included
in the 2021 Proxy Statement for filing with the U.S. Securities and
Exchange Commission.
2020
COMPENSATION COMMITTEE OF
THE
BOARD OF DIRECTORS
Hartmut
W. Baitis
Lloyd
Joseph Bardswich
Blaise
Aguirre
______________________________________________
OTHER GOVERNANCE MATTERS
______________________________________________
Code of Business and Ethical Conduct
We have adopted a corporate Code of Business and Ethical Conduct
which was administered by our President/CEO, John C. Lawrence until
he passed away in June 2020. 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.
16
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 the following officers: 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, 2020, or during the
subsequent period from January 1, 2021 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.
______________________________________________
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
Company’s former President and Chairman, John Lawrence,
rented equipment to the Company and charged the Company for lodging
and meals provided to consultants, customers and other parties by
an entity that Mr. Lawrence owned. The amount due to Mr. Lawrence
as of December 31, 2018 and 2017 was $93,567 and $22,668,
respectively. Expenses paid to Mr. Lawrence for the years ended
December 31, 2018 and 2017 were $9,634 and $13,603,
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 June 7, 2021, 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
|
7,577,062
|
7.13
%
|
7.01
%
|
|
|
|
|
|
|
|
|
Series
B Preferred
|
|
Excel
Mineral Company
P.O.
Box 3800
Santa
Barbara, CA 93130
|
750,000
(3)
|
100.00
%
|
N/A
|
|
Series
C Preferred
|
|
Richard
A. Woods
59
Penn Circle West
Penn
Plaza Apts.
Pittsburgh,
PA 15206
|
48,305
(2)
|
27.10
%
|
*
|
|
Series
C Preferred
|
|
Dr.
Warren A. Evans
69
Ponfret Landing Road
Brooklyn,
CT 06234
|
32,203
(2)
|
18.10
%
|
*
|
|
Series
C Preferred
|
|
Edward
Robinson
1007
Spruce Street, 1st floor
Philadelphia,
PA 19107
|
32,203
(2)
|
18.10
%
|
*
|
|
Series
C Preferred
|
|
All
Series C Preferred Shareholders as a Group
|
177,904
(2)
|
100.00
%
|
0.16
%
|
|
|
|
John
C. Lawrence
|
4,498,181
|
4.23
%
|
4.16
%
|
|
|
|
Russell
C. Lawrence
|
353,179
|
0.33
%
|
*
|
|
Common
Stock
|
|
Hartmut
Baitis
|
339,254
|
0.32
%
|
*
|
|
|
|
Blaise
Aguirre
|
67,200
|
0.06
%
|
*
|
|
|
|
John C.
Gustavsen
|
36,200
|
0.03
%
|
*
|
|
Common
Stock
|
|
All
Directors and Executive Officers as a Group
|
5,294,014
|
4.98
%
|
4.90
%
|
|
Series
D Preferred
|
|
John
C. Lawrence
|
1,590,672
(2)
|
93.97
%
|
1.47
%
|
|
Series
D Preferred
|
|
All
Series D Preferred Shareholders as a Group
|
1,692,672
(2)
|
100.00
%
|
1.57
%
|
|
|
|
All
Directors and Executive Officers as a Group
|
5,294,014
|
4.98
%
|
4.90
%
|
|
Common
Stock and Preferred Stock w/ voting rights
|
|
|
-
|
-
|
-
|
|
|
|
All
preferred Shareholders that are officers or directors
|
1,590,672
(2)
|
93.97
%
|
1.47
%
|
|
Common
and Preferred Voting Stock
|
|
All
Directors and Executive Officers as a Group
|
6,884,686
|
6.37
%
|
6.37
%
|
(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 June
7, 2021, 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 106,253,081 shares of common stock, 750,000
shares of Series B Preferred Stock, 177,904 shares of Series C
Preferred Stock, and 1,692,672 shares of Series D Preferred Stock
outstanding on June 7, 2021. Total voting stock of 108,931,990
shares is a total of all the common stock issued, and all of the
Series C and Series D Preferred Stock outstanding at June 7,
2021.
18
(2)
The outstanding
Series C and Series D preferred shares carry voting rights equal to
the same number of shares of common stock.
(3)
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.
______________________________________________
PROPOSAL 2 – RATIFICATION OF SELECTION OF INDEPENDENT
AUDITOR
______________________________________________
What am I voting on?
The
Board of Directors and the Audit Committee have selected Assure
CPA, LLC as our independent auditor for the years ending December
31, 2020 and 2021 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 Assure CPA, LLC 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. Assure CPA, LLC was
formerly named DeCoria, Maichel & Teague P.S. and served as our
independent auditor for the year ended December 31,
2020.
Recommendation of the Board of Directors
The Board of Directors unanimously recommends that you vote
“FOR” the ratification of the appointment of Assure
CPA, LLC as our independent auditor for 2020 and 2021.
Accountant Fees and Services
The
following table sets forth the aggregate fees billed to the Company
by Assure CPA, LLC, formerly known as DeCoria, Maichel & Teague
P.S., for professional services rendered for the fiscal years ended
December 31, 2020 and 2019.
|
|
2020
|
2019
|
|
Audit
Fees
|
$
135,830
|
$
116,716
|
|
Tax
Fees
Other
Fees
|
$
4,498--
|
$
12,465--
|
|
Totals
|
$
135,328
|
$
117,981
|
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 Assure CPA, LLC 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 Assure CPA, LLC in fiscal year 2020 were
not incompatible with Assure CPA, LLC maintaining its
independence.
19
______________________________________________
SHAREHOLDER PROPOSALS
______________________________________________
Proposals
of shareholders intended to be presented at our 2021 annual meeting
must be received by us no later than
February
1, 20
22
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
Gustavsen,
Interim
Chief Executive Officer
Thompson
Falls, Montana
June
21, 2021
20
|
UNITED STATES ANTIMONY CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
ANNUAL
MEETING OF STOCKHOLDERS – MONDAY, AUGUST 2, 2021 AT 10:00 AM
MOUNTAIN TIME
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|
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|
CONTROL ID:
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|
REQUEST ID:
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The
undersigned hereby appoints John Gustavsen with full powers of
substitution to act as attorney and proxy for the undersigned, to
vote all shares of common stock and preferred stock of United
States Antimony Corporation (“USAC”) which the
undersigned is entitled to vote at the annual meeting of
shareholders, to be held completely virtually via live audio
webcast on Monday, August 2, 2021, at 10:00 a.m., Mountain Time, at
https://agm.issuerdirect.com/uamy
, and at
any and all adjournments thereof, as indicated.
|
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(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
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|
VOTING INSTRUCTIONS
|
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|
|
|
|
|
||||||
|
If you vote by phone, fax or internet, please DO NOT mail your
proxy card.
|
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||||||
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MAIL:
|
Please
mark, sign, date, and return this Proxy Card promptly using the
enclosed envelope.
|
|
|
|
|
|
|||||
|
FAX:
|
Complete
the reverse portion of this Proxy Card and Fax to
202-521-3464.
|
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|
|||||
|
INTERNET:
|
https://www.iproxydirect.com/UAMY
|
|
|
|
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|
|||||
|
PHONE:
|
1-866-752-VOTE(8683)
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|||||||||
|
ANNUAL MEETING OF THE STOCKHOLDERS OFUNITED STATES ANTIMONY
CORPORATION
|
PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE:
☒
|
|||||||||
|
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|
|||||||||
|
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
|
|
|||||||||
|
|
|
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|
|||||||
|
Proposal
1
|
|
FOR
|
|
WITHHOLD
|
|
|
|
|
|
|
|
|
To
elect four named directors, each to serve for a one-year
term:
|
|
|
|
|
|
|
|
|
|
|
|
Hartmut
W. Baitis
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
Russell
C. Lawrence
|
|
☐
|
|
☐
|
|
|
|
CONTROL
ID:
|
|
|
|
Lloyd
Joseph Bardswich
|
|
☐
|
|
☐
|
|
|
|
REQUEST
ID:
|
|
|
|
Blaise
Aguirre, MD
|
|
☐
|
|
☐
|
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|
Note:
shareholders have the discretionary authority to cumulate votes for
one or more nominees by marking after such one or more
nominee’s names the number of votes cast for such
nominee.
|
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|
Proposal
2
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
|
To
ratify the appointment of Assure CPA, LLC as USAC’s
independent registered public accounting firm for the fiscal years
ending December 31, 2020 and December 31, 2021.
|
|
☐
|
|
☐
|
|
☐
|
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|
MARK “X” HERE IF YOU PLAN
TO ATTEND THE MEETING:
☐
|
|||||
|
THE BOARD RECOMMENDS A VOTE ‘FOR’ EACH OF THE FOUR
NAMED NOMINEES. THE BOARD RECOMMENDS A ‘FOR’ VOTE FOR
PROPOSAL 2.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder.
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.
|
|
|
|
MARK
HERE FOR ADDRESS CHANGE
☐
New Address (if
applicable):
_____________________________
_____________________________
_____________________________
IMPORTANT:
Please sign exactly as your name or names appear
on this Proxy. When shares are held jointly, each holder should
sign. When signing as executor, administrator, attorney, trustee or
guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized person.
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 June 21, 2021.
Dated:
________________________, 2021
|
||||||
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|
||||||||||
|
|
(Print
Name of Stockholder and/or Joint Tenant)
|
|||||||||
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|
||||||||||
|
(Signature
of Stockholder)
|
||||||||||
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|
||||||||||
|
(Second
Signature if held jointly)
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TABLE OF CONTENTS