Sandstorm Gold Royalties Provides Clarifying Amendments to 2025 Shareholder Meeting Materials

Rhea-AI Summary

Sandstorm Gold Royalties (NYSE: SAND) has announced clarifying amendments to its share-based compensation program following incorrect calculations by ISS in their voting recommendations. The company is implementing a simplified Global Combined Maximum Limit of 6.0% for the total number of common shares issuable under their Share Plans, effective January 1, 2025. This replaces the previously proposed declining rate structure from 6.0% in 2025 to 5.0% in 2027, which ISS had misinterpreted as cumulative rather than declining. Glass, Lewis & Co. LLC has recommended shareholders vote FOR the management proposals. The Toronto Stock Exchange has conditionally approved these amendments, which the company considers housekeeping in nature and will not require additional shareholder approval at the May 30, 2025 Annual Meeting.

Insights

Corporate Governance Specialist

Sandstorm clarifies executive compensation plan after proxy advisor misinterpreted share limits, maintaining 6% maximum limit rather than a declining rate structure.

Sandstorm Gold Royalties is addressing a misinterpretation by proxy advisor ISS regarding amendments to the company's share-based compensation program. The core issue revolves around how ISS calculated the parameters of Sandstorm's proposed Share Plans (Stock Option Plan, Restricted Share Plan, and Performance Share Plan), leading to negative voting recommendations on three management proposals.

What's significant here is that Sandstorm is simplifying its approach to executive compensation limits. The company had initially proposed a declining rate structure for the Global Combined Maximum Limit: 6.0% in 2025, 5.5% in 2026, and 5.0% in 2027. However, ISS apparently interpreted this as a cumulative limit rather than a declining annual cap, causing them to conclude the plan exceeded their benchmark for acceptable shareholder value transfer.

To address this misinterpretation, Sandstorm has implemented Clarifying Amendments that establish a flat 6.0% Global Combined Maximum Limit effective January 1, 2025. This represents a strategic compromise - while abandoning the progressive reduction in share issuance potential, it eliminates confusion and may help secure shareholder approval at the upcoming May 30 meeting.

It's noteworthy that competing proxy advisor Glass Lewis has recommended shareholders vote FOR these compensation plans, highlighting the subjective nature of governance recommendations. These amendments reflect Sandstorm's attempt to balance executive incentivization with shareholder interests while navigating the complex proxy advisor landscape that significantly influences institutional voting patterns.

VANCOUVER, BC, May 12, 2025 /PRNewswire/ - Sandstorm Gold Ltd. ("Sandstorm Gold Royalties", "Sandstorm" or the "Company") (NYSE: SAND) (TSX: SSL) today announced that, following the release of voting recommendations by Institutional Shareholder Services Inc. ("ISS") that incorrectly calculated parameters relating to proposed amendments to the Company's share-based compensation program to be voted on at the Company's upcoming Annual General and Special Meeting of Shareholders scheduled for May 30, 2025 (the "Meeting"), Sandstorm is issuing additional amendments to clarify and ensure the accurate interpretation of the proposed changes. ISS' interpretation and conclusion of the amendments is in opposition of the objectives of the Company's compensation program that is designed to drive sustainable profitability in a manner that is fair and reasonable to shareholders. 

ISS has published voting recommendations against three of the management proposals related to the Company's Stock Option Plan and Restricted Share Plan outlined in the Company's Management Information Circular dated April 9, 2025 (the "Information Circular"). The original amendments to the Stock Option Plan and Restricted Share Plan, and the introduction of the Performance Share Plan (together, the "Share Plans"), were designed to further align executive compensation with the interests of the Company's shareholders. However, the Company believes that ISS' voting recommendations were based on a semantic interpretation that inaccurately frames the intended parameters of the Share Plans pertaining to the proposed maximum limit of shares that the Company may award under the Share Plans. To address this misleading publication and ensure there is no confusion for shareholders, Sandstorm has prudently adopted additional amendments to the Share Plans as outlined in greater detail below (the "Clarifying Amendments"). The Clarifying Amendments aim to simplify and clarify the parameters of the Share Plans and ensure accurate interpretation of the proposed changes. Notably, Glass, Lewis & Co. LLC, a leading independent proxy advisor, has recommended that the Company's shareholders vote FOR the management proposals relating to the Share Plans in the Information Circular.

The Clarifying Amendments stipulate that, effective as of January 1, 2025, the combined total number of common shares of the Company which may be issuable under the Share Plans, shall not exceed 6.0% of the total number of issued and outstanding shares from time to time (the "Global Combined Maximum Limit"). Previously, the Global Combined Maximum Limit under the Share Plans proposed in the Information Circular provided for a declining rate from 6.0% in the 2025 calendar year, to 5.5% in the 2026 calendar year, and then 5.0% in the 2027 calendar year. The Company believes the declining rate was incorrectly interpreted as the sum of the three years' limits constituting the proposed Global Combined Maximum Limit, and thus exceeding ISS' benchmark shareholder value transfer. However, the intention was a non-cumulative declining rate and has now been revised as described above.

The Toronto Stock Exchange has conditionally approved and the Board of Directors of the Company has approved the Clarifying Amendments and the revised Share Plans reflecting these amendments have been filed on SEDAR+. The Company considers the Clarifying Amendments to be of a housekeeping nature, and therefore, will not be seeking shareholder approval of the Clarifying Amendments at the Meeting. However, the Company recommends that for all matters of business to be considered at the Meeting relating to the Share Plans, including those amendments to the Stock Option Plan outlined in the Information Circular that the Company is seeking shareholder approval for, shareholders should refer to the revised Share Plans filed on SEDAR+ and disregard the versions of the Share Plans appended to the Information Circular.  

Shareholders can obtain copies of the Information Circular and amended Share Plans from SEDAR+ at www.sedarplus.ca or by contacting Investor Relations at info@sandstormgold.com.

Contact Information

For more information about Sandstorm Gold Royalties, please visit our website at www.sandstormgold.com or email us at info@sandstormgold.com.

ABOUT SANDSTORM GOLD ROYALTIES

Sandstorm is a precious metals-focused royalty company that provides upfront financing to mining companies and receives the right to a percentage of production from a mine, for the life of the mine. Sandstorm holds a portfolio of approximately 230 royalties, of which 40 of the underlying mines are producing. Sandstorm plans to grow and diversify its low-cost production profile through the acquisition of additional gold royalties. For more information visit: www.sandstormgold.com.

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SOURCE Sandstorm Gold Ltd.

FAQ

What changes did Sandstorm Gold (SAND) make to its share-based compensation program in 2025?

Sandstorm Gold implemented a fixed 6.0% Global Combined Maximum Limit for shares issuable under their Share Plans, replacing the previously proposed declining rate structure. This amendment was made to clarify the program's parameters following ISS's misinterpretation.

Why did Sandstorm Gold (SAND) amend its shareholder meeting materials for 2025?

The amendments were made to address incorrect calculations by ISS regarding the company's share-based compensation program and to ensure accurate interpretation of the proposed changes to their Share Plans.

What is the voting recommendation for Sandstorm Gold's (SAND) 2025 share plan amendments?

Glass, Lewis & Co. LLC recommended voting FOR the management proposals, while ISS recommended against three management proposals related to the Stock Option Plan and Restricted Share Plan.

When is Sandstorm Gold's (SAND) 2025 Annual General Meeting?

Sandstorm Gold's Annual General and Special Meeting of Shareholders is scheduled for May 30, 2025.