🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Comstock Inc. It’s an official invitation and information packet for shareholders ahead of the Annual Meeting on May 28, 2026. Its purpose is to give you the details you need to vote on important company matters.

👉 In simple terms: Think of it as the company’s “annual report card and to-do list” that shareholders get to vote on. You’ll decide on board members, auditors, pay, and a new stock plan.

📅 Key Meeting Details

• When: May 28, 2026, at 9:00 a.m. Pacific Daylight Time.
• Where: Peppermill Hotel, 2707 S. Virginia St., Reno, NV 89502.
• Record Date: March 31, 2026. You must own shares by this date to vote.
• Outstanding Shares: 74,099,140 shares of common stock.

🗳️ What You're Voting On (Proposals)

The Board recommends voting FOR all proposals.

Proposal 1: Elect Eight Directors

You’re voting to elect the full slate of eight nominees to the Board for the next year.

• Corrado De Gasperis (CEO, 38+ years in mining & materials)
• Leo M. Drozdoff (Nevada mining & environmental policy expert)
• Walter A. "Del" Marting Jr. (New Non-Executive Chairman, finance & mining background)
• William J. Nance (Long-serving director, CPA, real estate)
• Kristin M. Slanina (Vice Chair, expertise in sustainable energy & mobility)
• Donald A. Colvin (Financial executive,半导体 & tech industries)
• Robert M. Spence (Legal & corporate governance expert)
• Steven Y. Pei (Appointed April 15, 2026, investor & restructuring specialist)

👉 Why it matters: This is your chance to shape the company’s leadership. Three nominees (Colvin, Spence, Pei) were recently added as part of an agreement with a major shareholder.

Proposal 2: Ratify the Auditor

Vote to approve Assure CPA, LLC as the independent accounting firm for 2026. This is a standard annual vote.

Proposal 3: Advisory Vote on Executive Pay ("Say-on-Pay")

This is a non-binding vote to approve the compensation of the company’s named executive officers. The Board will consider the results but isn’t forced to act.

Proposal 4: Approve the 2026 Equity Incentive Plan

Vote to adopt a new plan that allows the company to grant stock-based awards to attract and retain talent. Key details:

• Total Shares Available: 10,000,000 shares of common stock.
• Purpose: To align employee interests with shareholders by giving them ownership.

👥 Board & Governance Changes

The Board composition and leadership have recently changed due to a Cooperation Agreement with MAK Capital, a large shareholder (owns ~5.8M shares).

• Board Size: Increased from 6 to 8 directors to add Colvin, Spence, and Pei.
• New Leadership: Walter A. Marting Jr. became Non-Executive Chairman (March 2026), and Kristin M. Slanina became Vice Chair. CEO Corrado De Gasperis stepped down as Executive Chairman.
• Future Plans: Directors William Nance and Walter Marting will retire after the 2027 annual meeting, and the board will be restructured again.

⚖️ Key Relationships & Potential Conflicts

The filing details transactions with entities linked to executives, which is standard disclosure.

• Sierra Springs Opportunity Fund (SSOF): Comstock owns ~17% and has provided $9.4M in advances. CEO De Gasperis and two directors have personal investments here.
• Flux Photon: A former executive-owned company. Comstock settled a $16M+ payment obligation by issuing 3.75 million shares in 2025/2026.
• Bioleum: Comstock spun off its renewable fuels segment here. It issued shares to a "Founders Group" of former employees, including former officers.

🧠 The Analogy

Voting on this proxy is like being a part-owner of a apartment building and receiving a notice for the annual owners' meeting. You get to vote on who should be on the building’s board of managers (Proposal 1), confirm which accounting firm should audit the building’s finances (Proposal 2), give your non-binding opinion on the building manager’s salary (Proposal 3), and approve a plan to give key staff a stake in the building’s success (Proposal 4). You also learn about recent deals the board made with another major owner to reshape leadership.

🧩 Final Takeaway

Your core job as a shareholder is to vote on the four proposals—especially electing the eight directors and approving the new equity plan. The recent board refresh, driven by an agreement with activist investor MAK Capital, signals a shift in governance and strategic oversight that you are now being asked to endorse.