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Message: The ammendment proposal

"5. to amend the equity incentive plan from a “rolling 10% plan” to a “fixed plan”, pursuant to which the aggregate number of common shares to be issued shall not exceed 16% of the Company’s issued and outstanding common shares as of the Record Date (as defined below)

The share holder of record date is 1 April 2020

So this is the only proposal I have had any hesitancy about voting "Yes" on.  

At present there are slightly over 90 million common shares of LAC and with the exceptions listed in the circular no one has more than 10% of the common shares.

From the circular:

Principal Holders of Voting Securities
To the knowledge of the directors and executive officers of the Company no person or company beneficially owns, directly or indirectly, or exercises control or direction over, directly or indirectly, 10% or more of the issued and outstanding Common Shares, other than as set forth below:


Name of Shareholder Number of Common Shares Owned(1)
Percentage of Outstanding Common Shares


Ganfeng Lithium Co., Ltd. (“Ganfeng”)(2) 15,000,000 16.7%


Bangchak Corporation Public Company Limited (“Bangchak”)(3) 14,154,251 15.7%


Ok, the previous Equity Incentive Plan for company officers is described in the circular as:

"The Plan is a “rolling” plan whereby the maximum number of Common Shares issuable is tied to the Company’s total issued and outstanding share capital from time-to-time.  The amended and restated Plan was most recently approved by the Shareholders on June 26, 2019."

So the new proposal:  "The Board has approved an amendment to the Plan to change the number of Common Shares issuable under the Plan to a fixed number equal to 14,400,737 Common Shares (16% of the Company’s issued and outstanding Common Shares as of the Record Date) (the “New Plan”).  The TSX has also approved the New Plan.  For additional information see “Summary of the New Plan”.

Pursuant to the rules of the Toronto Stock Exchange (“TSX”), the New Plan needs to be approved by Shareholders."  A majority vote by the shareholders is all that is needed to approve the "New Plan".

Bottom Line... at least for me:  IF, and I stress "IF", I have readd this correctly the old incentive plan was subject to modification, read:  INCREASE, in the number of shares available to management under the title "Equity Incentive Plan", thus the term:  "Rolling" plan... it could roll on and on and increase the actual number of common shares reserved for rewarding company management "from time to time".

The New Plan, the proposed ammendment that we are voting on, FIXES the pool of incentive shares for management at:  14,400,737 common shares.  IF I read that correctly then I would interpret this as a good thing for those "Retail Investors" in LAC who definitely own less than 1% each of the total number of common shares.  Why?  Because it might serve as at least a little bit of incentive for management to resist the urge to dilute the shares.  Share dilution and Reverse Stock Splits are both situations that would possibly be discouraged by management and the Board of Directors under "The New Plan" since the Pool of common shares in the "Equity Incentive Plan" is not subject to further increase as it would be under the old "Rolling" plan.  

Now I may have this all backwards, but that is my interpretation of the thing so I will vote Yes on all 4 proposals.  The only one I needed to take a very close look at was this one and I am now satisfied that I am comfortable with a "Yes" vote.  You need to make up your own mind and not be swayed by me or anyone else.  Bill

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