Hodnik appointed lead independent director
At PolyMet's annual meeting, the board of directors elected a new chairman and appointed two new board members.
The board named Jon Cherry as chair to succeed Ian Forrest, who retired from the board after serving as its chairman since 2012. It also appointed retired financial services executive David Fermo and Glencore executive Roberto Huby as new board members, replacing Helen Harper and Michael Sill who have stepped down after four and nine years of service, respectively. The board also appointed Al Hodnik lead independent director.
Cherry joined PolyMet in 2012 as president and CEO, and continues in that capacity. Hodnik, former CEO of ALLETE, Inc., and now its executive chairman, has served on the PolyMet board since 2011.
In the annual meeting, which also was held virtually, 90.27 percent of the eligible shares were represented and all motions put forward by the company were passed.
The number of directors of the company was fixed at seven and the following persons were elected as directors of the company to hold office until the next annual general meeting. The voting results are shown below:
Dr. David Dreisinger
David J. Fermo
Alan R. Hodnik
Deloitte & Touche LLP was re-appointed as auditors of the company and the board is authorized to fix the remuneration to be paid to the auditors.
PolyMet shareholders further approved the proposed consolidation of the issued and outstanding common shares of the company on the basis of up to 10 pre-Consolidation shares for every one post-consolidation share and further authorized the company’s board of directors to determine when and if to effect such consolidation.
Following the meeting, Cherry gave a presentation on achievements of the past year and goals for the future. Key achievements, he said, include:
- Previously announced results of our 2018 and 2019 drilling program, which added 36 million tons to our Proven and Probable Reserves, an increase of 14%, and the addition of 146 million tons, or 22%, to our Measured and Indicated Resources;
- The completion of a $265.0 million rights offering with the proceeds used to fully repay outstanding debt and strengthen the company’s financial position. As a result of the rights offering, Glencore’s ownership of the company’s issued shared increased to 71.6%;
- Successful defense of six of the 11 cases filed in state and federal courts challenging the project and its permits. The remaining five cases are in various stages of litigation, including two cases in which the Minnesota Supreme Court granted the company’s appeals of lower courts’ rulings, and:
- Continued environmental compliance with the conditions of PolyMet permits.
Cherry said key objectives for the months ahead include:
- Successful defense of outstanding cases challenging PolyMet permits, including Minnesota Supreme Court proceedings later this year in which PolyMet and state agencies will defend the Permit to Mine, dam safety and air permits;
- Continued engineering and optimization of the project;
- Continued compliance of environmental permits.
In the meeting, Mr. Cherry acknowledged Forrest’s leadership over almost two decades on the board, saying he “has earned my deep respect as well as the respect of the entire PolyMet team, the financial community here and abroad, and the mining industry globally. It was through his vision, leadership and persistence that we were able to successfully navigate the lengthy environmental review and permitting process, and to set this project on course to be a responsible operator and valued corporate citizen.”
He also welcomed the new directors, saying their “depth and breadth of experience and talents will be tremendous assets on our board.”
Fermo, whose career spans auditing, financial analysis, bond fund management and private fund banking, retired in 2017 as a managing director of J.P. Morgan after 22 years at the bank. After starting his career as an auditor in South Africa, he moved to the U.S. to earn his MBA at the Wharton School of the University of Pennsylvania, and subsequently spent eight years at PaineWebber managing investment grade and mortgage portfolios, followed by six years at Goldman Sachs and then J.P. Morgan, where he held three positions encompassing both the asset management division and the private bank. He holds degrees in business and accounting from the University of Witwatersrand in Johannesburg, South Africa, in addition to his Wharton MBA.
Huby is the general manager corporate affairs for Glencore’s South American copper operations. He joined Glencore in 2007 and held various positions with responsibility in the marketing and assets divisions. Mr. Huby also serves as a member of the board of Compañía Minera Antamina S.A., Compañía Minera Doña Inés de Collahuasi SCM, and Compañía Minera Antapaccay S.A. He holds a Bachelor of Science degree in industrial engineering from the Pontificia Universidad Catolica del Peru and an MBA from the Wharton School of the University of Pennsylvania.