🔖 What This Document Is

This is a preliminary proxy statement (PRE 14A) for McEwen Inc. Think of it as a detailed instruction manual and ballot for shareholders ahead of the company's annual meeting. Its job is to explain the proposals up for a vote and provide all the information shareholders need to make informed decisions. It’s filed with the SEC before materials are finalized and mailed out.

🏢 What The Company Does

👉 In simple terms, McEwen Inc. is a mining company focused on precious metals like gold and silver. It explores for and operates mines. The company is led by its founder, Robert McEwen, a major figure in the gold mining industry who previously built Goldcorp into a giant. It’s a smaller player in a cyclical, capital-intensive business.

📅 The Big Event: Annual Meeting

Shareholders are being called to a meeting on June 4, 2026, at 4:30 p.m. Eastern Time. It will be held in person in Toronto and broadcast online. This is where the votes will happen. 👉 Why it matters: This is your annual chance as a owner to have a say on key company decisions. The record date to be eligible to vote was April 20, 2026.

🗳️ The Three Main Votes

Shareholders are being asked to vote on three key proposals:

1. Elect 11 Directors: This includes founder Robert McEwen and other industry experts in mining, finance, and technology.
2. Ratify the Auditor: Appoint Ernst & Young LLP as the independent accounting firm for 2026. The company paid EY about $2.35 million in fees for 2025.
3. Approve a Special Share Issuance: This is the most significant and unusual item. Shareholders must vote to approve issuing about 1.53 million new shares of common stock directly to Robert McEwen as part of a past acquisition deal. This requires a special "disinterested" vote.

🤝 The Special Deal: Why Shareholder Approval is Needed

McEwen acquired a company called Canadian Gold Corp. (CGC) in January 2026. The deal closed, but because Robert McEwen (who is both Chairman and CEO) owned CGC shares and will receive a large block of McEwen stock in return, NYSE rules require a separate shareholder vote. This is to prevent insiders from getting too many shares without owner approval. 👉 Why it matters: If this vote fails, the company must pay Mr. McEwen cash instead of shares for his portion of the deal. The board strongly recommends voting "FOR," arguing the deal is fair.

👥 Who's Running The Show (Board & Management)

The board has 11 nominees, all with deep mining, finance, or tech experience. Robert McEwen, 76, is the central figure, serving as both Chairman and CEO since 2005. Other key executives include the CFO, COO, and General Counsel. The board has committees for audits, compensation, and governance. 👉 Why it matters: This is the team steering the company. Their experience and the CEO's dual role are key factors for shareholders to evaluate.

💰 Executive Pay: The $1 Salary & More

The compensation philosophy aims to be competitive but lean, with a heavy focus on performance.

• Robert McEwen takes a symbolic salary of $1 (since 2017). His total 2025 compensation was $776,549, almost entirely from stock option awards valued at $770,963.
• Other top executives earned base salaries between ~$120k and $470k, plus significant bonuses and equity awards. For example, the COO, William Shaver, had total compensation of $934,806.
• Starting in 2025, the company began granting restricted stock units (RSUs) as part of pay packages to increase at-risk compensation. 👉 Why it matters: This shows how leadership is incentivized. The founder's $1 salary is meant to demonstrate alignment with shareholders, but substantial equity grants mean his wealth is tied directly to the stock price.

⚖️ The Big Picture: Strengths & Risks

• 👍 Strengths: Experienced, industry-veteran leadership. Tight alignment between CEO pay and stock performance. A clear structure for shareholder votes and governance.
• ⚠️ Risks: Mining is inherently volatile and capital-intensive. The company is a smaller producer, facing cost and market pressures. The proposed share issuance to Mr. McEwen, if approved, will dilute existing shareholders' ownership percentage.

🧠 The Analogy

This proxy statement is like a shareholder instruction manual for a crucial company board meeting. It lays out the agenda items (director choices, hiring the accountant, a special insider deal), provides the background on the people involved and their pay, and then asks the owners to return their signed instructions (proxies) to be counted.

🧩 Final Takeaway

The core of this filing is securing shareholder approval for a significant share issuance to founder Robert McEwen as part of a completed acquisition. While director and auditor approvals are routine, this special vote on the 1.53 million shares is the key decision, forcing owners to evaluate the deal's fairness and the potential dilution to their holdings.