Bunker Hill Mining (BNKR) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 11, 2026, to address key corporate actions, including director elections, auditor ratification, amendments to equity compensation plans, and a say-on-pay vote.

• Major 2025 developments included a significant balance sheet restructuring, debt-to-equity conversions, new equity raises, and operational progress toward mine restart.

• Board and management emphasize strong governance, risk oversight, and alignment of executive compensation with performance and shareholder interests.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) ratification of MNP LLP as auditor for 2026, (2) election of six directors, (3) amendments to the restricted stock unit (RSU) plan, (4) amendments to the stock option plan, and (5) a non-binding advisory resolution on executive compensation.

• Proposals include increasing RSU plan shares from 2,648,555 to 3,501,396 and clarifying insider participation limits.

• Amendments to the stock option plan align with TSX requirements and remove certain vesting and issuance limits.

• Shareholder proposals for the 2027 meeting must be submitted by January 21, 2027.

Board of directors and corporate governance

• Board consists of six nominees, four of whom are independent; diversity is emphasized with 40% female directors.

• Board committees include Audit, Compensation, Corporate Governance & Nominating, and an ad hoc Growth Committee.

• Board leadership is separated between Executive Chairman and CEO, with a Lead Independent Director.

• Majority voting policy and code of ethics in place; regular director education and evaluation.