Coronado Global (CODQL) seeks approval for 90M-share equity incentive plan
Coronado Global Resources Inc. has called a virtual annual general meeting for June 4, 2026 (June 3 U.S. time) to vote on key governance and compensation matters. Stockholders will elect six directors, including one designated by The Energy & Minerals Group through its preferred Series A share.
Investors will also cast advisory votes on named executive officer pay and on how often future say‑on‑pay votes should occur, with the Board recommending every three years. The agenda includes ratifying Ernst & Young as auditor for 2026 and approving the issuance of up to 90,000,000 securities (CDIs and equity awards) under the 2018 Equity Incentive Plan for ASX Listing Rule 7.2 purposes.
Positive
- None.
Negative
- None.
Insights
Routine proxy with a sizable refreshed equity plan and standard governance items.
The meeting asks stockholders to re-elect the full six‑member board, approve executive compensation on an advisory basis, and choose the frequency of future say‑on‑pay votes. The recommendation of an “EVERY THREE YEARS” frequency emphasizes long‑term incentive alignment rather than annual pay debates.
A notable item is approval to issue up to 90,000,000 securities under the 2018 Equity Incentive Plan for the next three years under ASX Listing Rule 7.2 (Exception 13). This preserves placement capacity by excluding plan issuances from the 15% limit, but the economic impact will depend on actual grants over time.
Ratification of Ernst & Young as auditor and disclosure of $2,725,000 in 2025 audit fees, plus audit‑related and tax fees, reflect a stable external audit relationship. Overall, the filing is structurally important but does not itself change financial performance; effects hinge on future equity awards and governance outcomes approved at the meeting.
Key Figures
Key Terms
Say-on-Pay financial
Say-on-Frequency financial
ASX Listing Rule 7.1 regulatory
ASX Listing Rule 7.2 (Exception 13) regulatory
CHESS Depositary Interests financial
incentive stock options financial
clawback/recapture financial
Compensation Summary
- Advisory approval of named executive officers’ compensation (Say-on-Pay)
- Advisory vote on frequency of Say-on-Pay (Board recommends EVERY THREE YEARS)
- Election of six directors, including one EMG-designated director
- Ratification of Ernst & Young as independent auditor for fiscal year 2026
- Approval to issue up to 90,000,000 securities under the 2018 Equity Incentive Plan under ASX Listing Rule 7.2 (Exception 13)
SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934 (Amendment No. )
Level 33, Central Plaza One
345 Queen Street, Brisbane Qld 4000
Chair
Level 33, Central Plaza One
345 Queen Street, Brisbane Qld 4000
for the Annual General Meeting of Stockholders to Be Held on June 3, 2026:
proxy statement and the Company’s 2025 Annual Report to Stockholders (which
includes the Company’s Annual Report on Form 10-K filed with the U.S. Securities and
Exchange Commission on March 3, 2026), are available at www.investorvote.com.au.
statement, a form of proxy card and a CDI voting instruction form, which all form part of this Notice.
Secretary
Brisbane, Australia
April 22, 2026
VIRTUAL ANNUAL GENERAL MEETING OF STOCKHOLDERS
https://coronadoglobal.com/.
| | | |
Page
|
| |||
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PROPOSALS 1 AND 2. ELECTION OF DIRECTOR NOMINEES
|
| | | | 1 | | |
|
PROPOSAL 3. ADVISORY VOTE TO APPROVE OUR NAMED EXECUTIVE OFFICERS’ COMPENSATION
|
| | | | 5 | | |
|
PROPOSAL 4. ADVISORY VOTE TO APPROVE THE FREQUENCY OF STOCKHOLDER VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION
|
| | | | 6 | | |
|
PROPOSAL 5. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026
|
| | | | 7 | | |
|
PROPOSAL 6. APPROVAL OF THE ISSUANCE OF UP TO 90,000,000 SECURITIES UNDER THE 2018 EQUITY INCENTIVE PLAN PURSUANT TO ASX LISTING RULE 7.2 (EXCEPTION 13) AND FOR ALL OTHER PURPOSES
|
| | | | 8 | | |
|
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
| | | | 15 | | |
|
EXECUTIVE COMPENSATION
|
| | | | 22 | | |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
| | | | 40 | | |
|
DELINQUENT SECTION 16(a) REPORTS
|
| | | | 42 | | |
|
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
|
| | | | 43 | | |
|
AUDIT COMMITTEE REPORT
|
| | | | 45 | | |
|
STOCKHOLDERS’ PROPOSALS FOR THE 2027 ANNUAL GENERAL MEETING
|
| | | | 46 | | |
|
GENERAL INFORMATION
|
| | | | 47 | | |
|
HOUSEHOLDING
|
| | | | 48 | | |
|
VOTING INFORMATION
|
| | | | 49 | | |
|
APPENDIX A — CORONADO GLOBAL RESOURCES INC. 2018 EQUITY INCENTIVE PLAN
|
| | | | A-1 | | |
|
Name
|
| |
Age
|
| |
Position(s)
|
|
| Garold Spindler | | | 78 | | |
Director and Interim Chief Executive Officer
|
|
| Greg Pritchard | | | 63 | | | Chair, Director | |
| Aimee R. Allen | | | 62 | | | Director | |
| Philip Christensen | | | 71 | | | Director | |
| Laura Tyson | | | 54 | | | Director | |
| Jan C. Wilson | | | 53 | | | Director | |
NAMED EXECUTIVE OFFICERS’ COMPENSATION
FREQUENCY OF STOCKHOLDER VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION
ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026
| | | |
Fees
|
| |||||||||
|
Service
|
| |
2025
|
| |
2024
|
| ||||||
|
Audit Fees(1)
|
| | | $ | 2,725,000 | | | | | $ | 2,565,000 | | |
|
Audit-Related Fees(2)
|
| | | $ | 196,000 | | | | | $ | 356,500 | | |
|
Tax Fees(3)
|
| | | $ | 42,000 | | | | | $ | 100,400 | | |
|
All Other Fees
|
| | | $ | — | | | | | $ | — | | |
Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
|
Name and Position / Group
|
| |
Number of
CDIs Subject to Options |
| |
Number of
RSUs/ PSUs(1) |
| ||||||
|
Douglas G. Thompson, Former Managing Director and Chief Executive Officer
|
| | | | — | | | | | | 4,113,647 | | |
|
Garold Spindler, Interim Chief Executive Officer and Director Nominee, Former Executive Chair
|
| | | | 586,367 | | | | | | 5,341,392 | | |
|
Jeffrey D. Bitzer, Former Chief Development Officer
|
| | | | — | | | | | | 3,009,314 | | |
|
Current Executive Officers (as a group)
|
| | | | 633,867 | | | | | | 11,552,181 | | |
|
All Employees as a Group (excluding Executive Officers)
|
| | | | 702,587 | | | | | | 33,818,350 | | |
vote “FOR” the approval of the issuance of up to 90,000,000 Securities under the 2018 Equity
Incentive Plan pursuant to ASX Listing Rule 7.2 (Exception 13) and for all other purposes.
|
Plan Category
|
| |
Number of Securities
to Be Issued upon Exercise of Outstanding Rights or Options |
| |
Weighted
Average Exercise Price per CDI(2) |
| |
Options and
Rights Available for Grant(3) |
| |||||||||
|
Equity compensation plans approved by security holders(1)
|
| | | | 24,361,190 | | | | | $ | 2.38 | | | | | | — | | |
|
Equity compensation plans not approved by security holders
|
| | | | — | | | | | | — | | | | | | — | | |
|
Total
|
| | | | 24,361,190 | | | | | $ | 2.38 | | | | | | — | | |
|
Name
|
| |
Age
|
| |
Position(s)
|
|
| Garold Spindler | | | 78 | | | Interim Chief Executive Officer and Director | |
| Craig R. Manz | | | 55 | | | Chief Operating Officer | |
| Philip Peacock | | | 54 | | | Chief Legal Officer | |
| Emma Pollard | | | 53 | | | Chief People and Sustainability Officer | |
| Barend J. van der Merwe | | | 50 | | | Chief Financial Officer | |
|
Name
|
| |
Position(s)
|
|
| Douglas G. Thompson(1) | | | Former Chief Executive Officer | |
| Garold Spindler(2) | | |
Interim Chief Executive Officer, Former Executive Chair
|
|
| Jeffrey D. Bitzer(3) | | | Former Chief Development Officer | |
|
Name
|
| |
Position
|
| |
As of December 31, 2025
|
| |
As of December 31, 2024
|
|
| Douglas G. Thompson | | | Chief Executive Officer | | |
$1,000,000 (A$1,551,430)
|
| |
$909,743 (A$1,378,033)
|
|
| Garold Spindler | | | Executive Chair | | |
$925,000
|
| |
$925,000
|
|
| Jeffrey D. Bitzer | | |
Chief Development Officer
|
| |
$650,000
|
| |
$625,000
|
|
|
NEO(1)
|
| |
Maximum Opportunity
Percentages (as a % of Base Salary / Total Employment Cost) |
| |
Maximum Payout
Opportunity (in US$) |
| |
Actual Payout (in US$)
|
|
|
Douglas G. Thompson
|
| |
200%
|
| |
$2,000,000
(A$3,102,860) |
| |
$872,600
(A$1,353,778) |
|
|
Jeffrey D. Bitzer
|
| |
100%
|
| |
$650,000
|
| |
$456,063
|
|
| |
Performance Level
|
| |
Achievement of Performance Metrics
|
| |
Percentage of PSUs Earned
|
|
| |
Maximum
|
| |
At or above 75th Percentile of Peer Group TSR
|
| |
100%
|
|
| |
Above Threshold and Below
Maximum |
| |
Above 50th and below 75th Percentile of Peer Group TSR
|
| |
interpolated on a straight-line basis
|
|
| |
Threshold
|
| |
50th Percentile of Peer Group TSR
|
| |
50%
|
|
| |
Below Threshold
|
| |
Below 50th Percentile of Peer Group TSR
|
| |
0%
|
|
| | | | | | | | | | | | |
LTI Award (0%)
|
| |
LTI Award (50%)
|
| |
LTI Award (100%)
|
| |
Outcome
|
| |
% Achieved
|
| | |||||
|
Safety
|
| | | | 33.33% | | | |
AUS
|
| |
TRIFR > national
average on a 3-year rolling basis |
| |
TRIFR < 80% of
national average on a 3-year rolling basis |
| |
TRIFR < 60% of
national average on a 3-year rolling basis |
| |
30.77%
|
| | | | 16.7% | | | | ||
| | | | | | | | | |
US
|
| |
TRIR > national
average on a 3-year rolling basis |
| |
TRIR < 80% of
national average on a 3-year rolling basis |
| |
TRIR < 60% of
national average on a 3-year rolling basis |
| |
60%
|
| | | | 16.6% | | | | | |
|
TSR
|
| | | | 33.33% | | | |
ALL
|
| |
< 50th percentile
|
| |
= 50th percentile
|
| |
>= 75th percentile
|
| |
0%
|
| | | | 0% | | | | ||
|
Cash flow
|
| | | | 33.33% | | | |
ALL
|
| |
$134 million
|
| |
$149 million
|
| |
$164 million
|
| |
$(574.80)
million |
| | | | 0% | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | 33.3% | | | | |||
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)(1) |
| |
Bonus
($) |
| |
Stock
Awards ($)(2) |
| |
Option
Awards ($)(3) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
All Other
Compensation ($)(4) |
| |
Total
($) |
| ||||||||||||||||||||||||
|
Douglas G. Thompson
|
| | | | 2025 | | | | | | 980,666 | | | | | | — | | | | | | 186,810 | | | | | | — | | | | | | 872,600 | | | | | | 19,334 | | | | | | 2,059,410 | | |
|
Former Chief Executive Officer
|
| | | | 2024 | | | | | | 868,195 | | | | | | — | | | | | | 804,103 | | | | | | — | | | | | | 1,154,670 | | | | | | 18,924 | | | | | | 2,845,892 | | |
|
Garold Spindler
|
| | | | 2025 | | | | | | 925,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,214 | | | | | | 946,214 | | |
|
Interim Chief Executive Officer,
|
| | | | 2024 | | | | | | 925,000 | | | | | | 985,000(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | 158,994 | | | | | | 2,068,994 | | |
|
Former Executive Chair
|
| | | | | | | | | ||||||||||||||||||||||||||||||||||||||||
|
Jeffrey D. Bitzer
|
| | | | 2025 | | | | | | 649,326 | | | | | | — | | | | | | 141,733 | | | | | | — | | | | | | 456,063 | | | | | | 95,696 | | | | | | 1,342,818 | | |
|
Former Chief Development
|
| | | | 2024 | | | | | | 625,000 | | | | | | — | | | | | | 356,110 | | | | | | — | | | | | | 453,125 | | | | | | 100,128 | | | | | | 1,534,363 | | |
|
Officer
|
| | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unsecured Unearned Options (#) |
| |
Option
Exercise Price ($)(1) |
| |
Option
Expiration Date |
| |
Number of
Shares of Units of Stock that Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock that have not Vested ($)(2) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) |
| ||||||||||||||||||||||||||||||
|
Douglas G. Thompson
|
| | | | 04/25/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 36,914 (4) | | | | | | 79,062 | | | | | | — | | | | | | — | | |
| | | | | | 04/11/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 59,325(5) | | | | | | 127,060 | | |
| | | | | | 09/13/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 119,956(6) | | | | | | 256,918 | | |
| | | | | | 04/17/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 172,254(7) | | | | | | 368,927 | | |
|
Garold Spindler
|
| | | | 10/23/2018 | | | | | | 10,496(3) | | | | | | — | | | | | | — | | | | | | 23.83 | | | | | | 10/23/28 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 04/25/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 91,464 (4) | | | | | | 195,896 | | | | | | — | | | | | | — | | |
| | | | | | 04/11/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 91,132(5) | | | | | | 195,185 | | |
|
Jeffrey D. Bitzer
|
| | | | 04/25/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 36,586 (4) | | | | | | 78,358 | | | | | | — | | | | | | — | | |
| | | | | | 04/11/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,073(5) | | | | | | 64,411 | | |
| | | | | | 09/13/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 53,125(6) | | | | | | 113,780 | | |
| | | | | | 04/17/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 130,690(7) | | | | | | 279,907 | | |
| Year (a) | | | Summary Compensation Table Total for Douglas Thompson (b)(1) | | | Compensation Actually Paid to PEO (c)(1)(2) | | | Summary Compensation Table Total for Garold Spindler (b)(1) | | | Compensation Actually Paid to Garold Spindler (c)(1)(2) | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d)(1) | | | Average Compensation Actually Paid to Non-PEO Named Executive Officers (e)(1)(2) | | | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (f)(3) | | | Net Income (h) | | ||||||||||||||||||||||||
| 2025 | | | | | | | | | $ | | | | | | — | | | | | | — | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | |||||
| 2024 | | | | | | | | | | | | | | | — | | | | | | — | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | |||||
| 2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| Douglas Thompson | | | 2025 | | |||
| Summary Compensation Table Total for PEO (column (b)) | | | | $ | | | |
| - SCT “Stock Awards” column value | | | | $ | ( | | |
| + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end, including: | | | | $ | | | |
| +/- (as applicable) year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end, including: | | | | $ | ( | | |
| +/- (as applicable) year-over-year change in fair value of equity awards granted in prior years that vested in the covered year, including: | | | | | — | | |
| - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year, including: | | | | | ( | | |
| Compensation Actually Paid to PEO (column (c)) | | | | $ | | | |
| Average for non-peo neos | | | 2025 | | |||
| Average SCT Total for Non-PEO NEOs (column (d)) | | | | $ | | | |
| - SCT “Stock Awards” column value | | | | $ | ( | | |
| + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end, including: | | | | $ | | | |
| +/- (as applicable) year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end, including: | | | | $ | ( | | |
| +/- (as applicable) year-over-year change in fair value of equity awards granted in prior years that vested in the covered year, including: | | | | $ | ( | | |
| - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year, including: | | | | $ | ( | | |
| Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | | | | $ | | | |
|
Name
|
| | | | | | | |
Fees Earned
or Paid in Cash ($)(1) |
| |
Stock
Awards ($) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings |
| |
All Other
Compensation ($) |
| |
Total
($) |
| |||||||||||||||||||||
|
Philip Christensen
|
| | | | 2025 | | | | |
$
|
122,468
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
$
|
122,468
|
| |
|
William (Bill) Koeck(2)
|
| | | | 2025 | | | | |
$
|
78,654
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
$
|
78,654
|
| |
|
Greg Pritchard
|
| | | | 2025 | | | | |
$
|
122,468
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
$
|
122,468
|
| |
|
Laura Tyson(3)
|
| | | | 2025 | | | | |
$
|
113,041
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
$
|
113,041
|
| |
|
Jan C. Wilson
|
| | | | 2025 | | | | |
$
|
113,041
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
$
|
113,041
|
| |
|
Aimee R. Allen
|
| | | | 2025 | | | | |
$
|
118,787
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
$
|
118,787
|
| |
|
Position
|
| |
Year
|
| |
Fee*
|
| |||
|
Board Member (other than Chair of the Board of Directors)
|
| | | | 2025 | | | |
$112,799 (A$175,000)
|
|
|
Lead Independent Director**
|
| | | | 2025 | | | |
$177,256 (A$275,000)
|
|
|
Chair of the Audit, Governance & Risk Committee (Additional Fee)
|
| | | | 2025 | | | |
$9,669 (A$15,000)
|
|
|
Chair of the Compensation and Nominating Committee (Additional Fee)
|
| | | | 2025 | | | |
$9,669 (A$15,000)
|
|
|
Chair of the Health Safety, Environment and Community Committee (Additional Fee)
|
| | | | 2025 | | | |
$9,669 (A$15,000)
|
|
|
Name and Address of Beneficial Owner
|
| |
Number of
Shares of Common Stock |
| |
Percentage of
Common Stock |
| ||||||
| 5% Stockholders | | | | | | | | | | | | | |
|
Coronado Group LLC(1)
|
| | | | 84,506,139.9 | | | | | | 50.4% | | |
| Directors and Named Executive Officers | | | | | | | | | | | | | |
|
Garold Spindler(2)
|
| | | | 123,663.2 | | | | | | * | | |
|
Aimee R. Allen
|
| | | | — | | | | | | — | | |
|
Philip Christensen
|
| | | | — | | | | | | — | | |
|
Greg Pritchard(3)
|
| | | | 7,158.2 | | | | | | * | | |
|
Laura Tyson
|
| | | | — | | | | | | — | | |
|
Jan C. Wilson
|
| | | | — | | | | | | — | | |
|
Jeffrey D. Bitzer(4)
|
| | | | 37,059.7 | | | | | | * | | |
|
Douglas G. Thompson(5)
|
| | | | 63,259.8 | | | | | | * | | |
|
All current directors and executive officers (10 persons) as a group(6)
|
| | | | 231,991.2 | | | | | | * | | |
Philip Christensen
Greg Pritchard
|
Proposal
|
| |
Voting Options
|
| |
Board of Directors
Recommendations |
| |
Voting Standard
|
| |
Treatment of
Abstentions & Broker Non-Voters |
|
| Election of the Director Nominee Designated by the EMG Group | | | The holder of the Series A Share may vote “FOR” or withhold its vote for the director nominee. | | | “FOR” | | | Plurality (i.e., most affirmative votes received among votes properly cast at the Annual General Meeting or by proxy). | | | Abstentions and broker non-votes will have no effect. | |
| Election of the Five Director Nominees of the Company | | | You may vote “FOR” or withhold your vote for any one or more of the director nominees. | | | “FOR” | | | Plurality (i.e., most affirmative votes received among votes properly cast at the Annual General Meeting or by proxy). | | | Abstentions and broker non-votes will have no effect. | |
| Approval of Our Named Executive Officers’ Compensation | | | You may vote “FOR”, “AGAINST” or abstain. | | | “FOR” | | | Affirmative vote of the majority of shares present at the Annual General Meeting or represented by proxy at the Annual General Meeting and entitled to vote on the matter. | | | Abstentions will have the effect of a vote against the proposal. Broker non-votes will have no effect. | |
| NEO Compensation Vote Frequency | | | You may vote “EVERY YEAR”, “EVERY TWO YEARS”, “EVERY THREE YEARS” or abstain. | | | “EVERY THREE YEARS” | | | The option receiving the greatest number of affirmative votes, even if that option does not receive a majority of the affirmative votes cast. | | | Abstentions and broker non-votes will have no effect. | |
|
Proposal
|
| |
Voting Options
|
| |
Board of Directors
Recommendations |
| |
Voting Standard
|
| |
Treatment of
Abstentions & Broker Non-Voters |
|
| Ratification of the Appointment of Ernst & Young as the Company’s Independent Registered Public Accounting firm for the fiscal year ending December 31, 2026 | | | You may vote “FOR”, “AGAINST” or abstain. | | | “FOR” | | | Affirmative vote of the majority of shares present at the Annual General Meeting or represented by proxy at the Annual General Meeting and entitled to vote on the matter. | | | Abstentions will have the effect of a vote against the proposal. As this proposal is a routine matter, we do not expect to have broker non-votes. | |
|
Approval of the
Issuance of up to 90,000,000 Securities under the 2018 Equity Incentive Plan pursuant to ASX Listing Rule 7.2 (Exception 13) and for all other purposes |
| | You may vote “FOR”, “AGAINST” or abstain. | | | “FOR” | | | Affirmative vote of the majority of shares present at the Annual General Meeting or represented by proxy at the Annual General Meeting and entitled to vote on the matter | | | Abstentions will have the effect of a vote against the proposal. Broker nonvotes will have no effect. | |
Susan Casey
Secretary
Dated: April 22, 2026
2018 EQUITY INCENTIVE PLAN
GENERAL
AWARDS UNDER THE PLAN
MISCELLANEOUS