<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
GETCHELL GOLD CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
GETCHELL GOLD CORPORATION
5460 SOUTH QUEBEC STREET
SUITE 240
ENGLEWOOD, COLORADO 80111
Dear Shareholder:
You are cordially invited to attend the Company's annual meeting on Friday,
May 2, 1997. The meeting will begin promptly at 10:00 a.m. local time at Embassy
Suites Hotel, 10250 E. Costilla Avenue, Englewood, Colorado.
You are urged to consider the enclosed materials and to sign and return your
proxy promptly in the enclosed, postage prepaid envelope, even if you plan to
attend the meeting. Any stockholder giving a proxy has a right to revoke it at
any time before it is voted.
The official Notice of Meeting, proxy statement and form of proxy are
included with this letter. The matters listed in the Notice of Meeting are
described in detail in the proxy statement.
The vote of every shareholder is important. Please sign, date and promptly
mail your proxy. The Board of Directors and management look forward to greeting
those shareholders who are able to attend.
Sincerely,
/s/ Donald S. Robson
DONALD S. ROBSON
SECRETARY
<PAGE>
GETCHELL GOLD CORPORATION
5460 SOUTH QUEBEC STREET
SUITE 240
ENGLEWOOD, COLORADO 80111
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MARCH 20, 1997
------------------------
The annual meeting of shareholders of Getchell Gold Corporation will be held
at Embassy Suites Hotel, 10250 E. Costilla Avenue, Englewood, Colorado, on
Friday, May 2, 1997, at 10:00 a.m. local time, for the following purposes:
(1) To elect three Directors of Getchell Gold Corporation to serve for a
term of three years and until their successors are duly elected and
qualified;
(2) To amend the Company's Certificate of Incorporation to increase
authorized common share capital from 50,000,000 shares to 100,000,000
shares;
(3) To ratify the appointment of KPMG Peat Marwick LLP as independent
auditors for 1997; and
(4) To transact such other business as may be properly brought before the
meeting.
By Order of the Board of Directors,
/s/ Donald S. Robson
Donald S. Robson
Secretary
<PAGE>
GETCHELL GOLD CORPORATION
5460 SOUTH QUEBEC STREET
SUITE 240
ENGLEWOOD, COLORADO 80111
------------------------
PROXY STATEMENT
MARCH 20, 1997
------------------------
This proxy statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Getchell Gold Corporation (the
"Company") for the annual meeting of shareholders (the "Annual Meeting") to be
held on Friday, May 2, 1997. Only shareholders of record at the close of
business on March 12, 1997 are entitled to notice of and to vote at the meeting.
Returning your completed proxy will not prevent you from voting in person at
the meeting should you be present and wish to do so. Stockholders may revoke
their proxies by delivering a written notice of revocation to the Secretary of
the Company at any time prior to the exercise thereof, by the execution of a
later-dated proxy by the same person who executed the prior proxy with respect
to the same shares or by attendance at the Annual Meeting and voting in person
by the person who executed the prior proxy.
The enclosed proxy is being solicited by the Board of Directors of the
Company. The solicitation will be primarily by mail but may also include
telephone, telegraph or oral communication by officers or regular employees of
the Company. Officers and employees will receive no additional compensation in
connection with the solicitation of proxies. Morrow and Co. Inc. will perform
services related to distribution of proxy materials to banks, brokerage houses
and other nominee holders for an approximate fee of $6,000. All costs of
soliciting proxies will be borne by the Company.
All proxies will be voted as specified. In the absence of specific
instructions, proxies will be voted FOR:
(1) the election of three Directors of the Company to serve for a term of
three years and until their successors are duly elected and qualified;
(2) the amendment of the Company's Certificate of Incorporation to increase
authorized common share capital from 50,000,000 shares to 100,000,000
shares;
(3) ratification of the appointment of KPMG Peat Marwick LLP as independent
auditors of the Company for 1997; and
(4) approval of all other matters by the persons named in the proxies in
accordance with their judgment.
* PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THE PROXY. STOCKHOLDERS
RECEIVING MORE THAN ONE PROXY BECAUSE OF SHARES REGISTERED IN DIFFERENT NAMES OR
ADDRESSES MUST COMPLETE AND RETURN EACH PROXY IN ORDER TO VOTE ALL SHARES TO
WHICH ENTITLED.
<PAGE>
OUTSTANDING SHARES AND VOTING RIGHTS
RECORD DATE. Stockholders of record at the close of business on March 12,
1997 (the "Record Date"), are entitled to notice of and to vote at the Annual
Meeting or any adjournment thereof.
SHARES OUTSTANDING. As of March 12, 1997, a total of 25,771,871 shares of
the Company's Common Stock (the "Common Stock") were outstanding and entitled to
vote.
VOTING RIGHTS AND PROCEDURES. Each outstanding share of Common Stock is
entitled to one vote on all matters submitted to a vote of stockholders. The
Company's Bylaws require the presence, in person or by proxy, of a majority of
the outstanding shares of Common Stock entitled to vote to constitute a quorum
to convene the Annual Meeting. Shares represented by proxies that reflect
abstentions or "broker non-votes" (I.E., shares held by a broker or nominee
which are represented at the meeting, but with respect to which such broker or
nominee is not empowered to vote on a particular proposal) will be counted as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum.
STOCKHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING. Proposals from
stockholders intended to be included in the Company's proxy statement for the
1998 Annual Meeting must be received by the Secretary of the Company on or
before September 30, 1997, and may be omitted unless the submitting stockholder
meets certain requirements. It is suggested that the proposal be submitted by
certified mail, return-receipt requested.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
The Company's Certificate of Incorporation and Bylaws authorize a Board
comprised of not less than one nor more than fifteen members. Within the limits
specified above, the number of Directors is determined by a resolution of the
Board or by the stockholders at the Annual Meeting. Pursuant to a resolution
adopted by the Board, the authorized number of members of the Board has been set
at ten. The Bylaws provide that no person would be elected to serve on the Board
after attaining the age of sixty-nine and that any Director elected after June
13, 1996 would be required to tender his resignation upon attaining the age of
70. The Board is divided into three classes designated as Class 1, Class 2 and
Class 3, each of which is to be as nearly equal in number as possible. Normally,
each Director serves for a term ending on the date of the third Annual Meeting
following the meeting at which such Director was elected. However, if a Director
is being elected to replace a Director who has resigned for any reason, the
newly elected Director will be elected to serve the remainder of the replaced
Director's term.
Set forth below for each nominee for election as a Director and for each
continuing Director who is not a nominee, based on information supplied by him,
are his name, age as of the date of the Annual Meeting, any presently held
positions with the Company, principal occupation now and for the past five
years, other Directorships in public companies and tenure of service with the
Company as a Director.
NOMINEES FOR ELECTION AS DIRECTORS
R. MICHAEL SUMMERFORD is Vice President and Chief Financial Officer of
ChemFirst Inc. (formerly First Mississippi Corporation) ("ChemFirst") and has
been since 1988. He is a member of the Audit, Budgeting and Finance Committee.
Mr. Summerford is also a Director of Melamine Chemicals, Inc.
Director Since: 1987
Term of Office: Three Years
Age: 48
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J. KELLEY WILLIAMS is Chairman of the Board of the Company and has been
since October 1987. He is the Chairman of the Board and Chief Executive Officer
of ChemFirst and has been since November 1988. He is also a Director of Deposit
Guaranty Corporation and Deposit Guaranty National Bank.
Director Since: 1987
Term of Office: Three Years
Age: 63
ALLEN S. WINTERS is a consultant for various mining companies. He retired in
1995 as Vice President of Homestake Mining Company and General Manager of
Homestake Mine. From 1988-1992, he was Vice President U.S. Operations of
Homestake Mining Company. He is a member of the Audit, Budgeting and Finance
Committee.
Director Since: 1996
Term of Office: Three Years
Age: 56
CONTINUING DIRECTORS
WALTER A. DREXEL is a private investor. From September 1987 to June 1996, he
was part owner of the Chicago Central and Pacific Railroad. Mr. Drexel retired
in 1987 as Vice-Chairman, Burlington Northern Inc. He is a member of the Audit,
Budgeting and Finance Committee.
Director Since: 1995
Term Expires: 1999
Age: 66
ROBERT C. HORTON is a self-employed mining consultant. He is the Associate
Dean Emeritus of the Mackay School of Mines at the University of Nevada, Reno.
He is a member of the Compensation, Human Resource and Director Affairs
Committee.
Director Since: 1988
Term Expires: 1998
Age: 70
PETE INGERSOLL is the principal partner of Ingersoll, Parker & Longabaugh, a
mining consulting firm. From July 1987 to December 1992, he was Senior Vice
President, Metals and Mining, in the Equity Research Department of Lehman
Brothers Inc. He is a member of the Compensation, Human Resource and Director
Affairs Committee.
Director Since: 1994
Term Expires: 1998
Age: 66
JOHN RACICH retired in 1989 as Senior Vice President and Chief Financial
Officer of Placer Dome Inc., a gold mining company. He is Chairman of the Audit,
Budgeting and Finance Committee.
Director Since: 1996
Term Expires: 1999
Age: 61
CHARLES E. STOTT, JR. is a mining consultant. From 1994-1995, he was
President and Chief Executive Officer of Gold Capital Corporation, a gold mining
company. From 1993-1994, he was Executive Vice President, American Mine Services
Inc., a mining contracting and engineering firm. From 1990-1993, he was
President and Chief Executive Officer of Horizon Resources Corporation, a gold
mining company. He is a member of the Compensation, Human Resource & Director
Affairs Committee.
Director Since: 1996
Term Expires: 1999
Age: 63
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G. W. THOMPSON has been President and Chief Executive Officer of the Company
since September 1994. He was a private investor and consultant in the mining
business from May 1992 until September 1994. He was President and Chief
Executive Officer of Meridian Minerals Company, a subsidiary of Burlington
Resources Inc., from 1983 to May 1992.
Director Since: 1994
Term Expires: 1998
Age: 55
ROBERT L. ZERGA has been self-employed since January 1995. From July 1990 to
November 1994, he served as Chief Executive Officer and Chairman of the Board of
Independence Mining Company Inc., a gold mining company which is an indirect
wholly-owned subsidiary of Minorco Inc. During the same time period, he served
as Vice President and director of Minorco (U.S.A.) Inc., a gold mining company
and subsidiary of Minorco Inc. He is Chairman of the Compensation, Human
Resource and Director Affairs Committee.
Director Since: 1995
Term Expires: 1999
Age: 56
DIRECTOR COMPENSATION
In 1996, the Chairman of the Board was compensated for his services with an
annual retainer of $22,500. Other Directors who are not employees of the Company
(together with the Chairman, "Outside Directors") were compensated for their
services with an annual retainer of $7,500. In addition, all Outside Directors
received $750 per day for attendance at board meetings, and an additional $500
per day of attendance at committee meetings, $750 per day for special service
requests made by the Chairman of the Board or the Chief Executive Officer and
$250 per day for travel. No compensation in addition to his regular salary and
benefit is payable to the Chief Executive Officer for his services as a
Director.
On November 16, 1995 the Board of Directors adopted, and on June 13, 1996
the stockholders approved, a new Stock Option Plan for Outside Directors (the
"Directors' Stock Option Plan"). Each person who is elected or appointed as an
Outside Director automatically receives on the date of such election or
appointment a non-qualified stock option ("NQSO") grant to purchase the number
of shares of Common Stock equal to $22,500 divided by one-third of the closing
price of the Common Stock on such date. Individuals who were Outside Directors
at the time the Directors' Stock Option Plan was adopted by the Board of
Directors received such an NQSO on the date of adoption by the Board, subject to
stockholder approval. Following such initial grant, each such Outside Director
who serves until the third, sixth and ninth anniversaries of the initial date of
grant will automatically receive an NQSO to purchase an additional number of
shares of Common Stock equal to $22,500 divided by one-third of the closing
price of the Common Stock on the date of grant on each such anniversary at an
aggregate option price equal to the fair market value of the Common Stock on the
date of grant, so long as the person is an Outside Director at the close of
business on the date of such anniversary. An option will be exercisable with
respect to one-third of the shares subject to the option on the anniversary of
the date of grant and an additional one-third on each of the two succeeding
anniversaries. Options granted under the Directors' Stock Option Plan shall
expire five years after the date of grant.
BOARD MEETINGS AND COMMITTEES
The Board of Directors met six times during the year ended December 31,
1996. All Directors of the Company attended at least 75% of the meetings of the
Board of Directors and committees on which they served. The Board of Directors
has the following two committees:
The AUDIT, BUDGETING AND FINANCE COMMITTEE, which met six times during the
year ended December 31, 1996, consists of four Outside Directors and has broad
latitude for inquiry into all
4
<PAGE>
operations of the Company. Its primary responsibilities include recommendation
to the Board on the selection of independent auditors; review of audit reports
prepared by independent auditors, internal auditors, independent engineers,
insurance auditors and other consultants engaged by the Company to examine
specific areas of corporate operations; examination of the adequacy of
compliance with various governmental regulations and corporate policies and
procedures; and review and approval of quarterly financial statements. The
members of the Audit, Budgeting and Finance Committee are: Walter Drexel, John
Racich (Chairman), R. Michael Summerford and Allen Winters.
The COMPENSATION, HUMAN RESOURCE & DIRECTOR AFFAIRS COMMITTEE, which met
nine times during the year ended December 31, 1996, consists of four Outside
Directors and is charged with the responsibility of recommending to the Board of
Directors a program of overall compensation for executive officers and other key
employees, setting broad human resources policy, nominating directors for
service and handling corporate governance issues. The members of the
Compensation, Human Resource & Director Affairs Committee are: Robert Horton,
Pete Ingersoll, Charles Stott Jr. and Robert Zerga (Chairman).
VOTE AND RECOMMENDATION
Directors are elected by vote of a plurality of the shares of voting stock
present and entitled to vote, in person or by proxy, at the Annual Meeting.
Abstentions or broker non-votes as to the election of Directors will not affect
the election of the candidates receiving the plurality of votes. Unless
instructed to the contrary, the shares represented by the proxies will be voted
FOR the election of the nominees named above as Directors. Although it is
anticipated that each nominee will be able to serve as a Director, should any
nominee become unavailable to serve, the proxies will be voted for such other
person or persons as may be designated by the Company's Board of Directors.
THE BOARD RECOMMENDS A VOTE "FOR" THE NOMINEES.
INCREASE IN AUTHORIZED COMMON SHARE CAPITAL
(PROPOSAL NO. 2)
Presently, the Company's authorized capital stock consists of 50,000,000
shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of
Preferred Stock, par value $0.0001 per share. As of the Record Date, the Company
had outstanding 25,780,871 shares of Common Stock and no shares of Preferred
Stock. As of the Record Date, a total of 1,609,129 shares of Common Stock were
reserved for issuance upon the exercise of options granted pursuant to the
Company's long-term incentive plans.
In February 1997, the Board of Directors of the Company authorized an
amendment to Article IV Section (1) of the Company's Certificate of
Incorporation to increase the authorized number of shares of Common Stock from
50,000,000 to 100,000,000, subject to stockholder approval. The text of Article
IV Section (1) as so amended is set forth in Appendix A to this Proxy Statement.
Under the proposed amendment, the number of authorized shares of Common
Stock would be increased from 50,000,000 to 100,000,000 shares which would leave
the Company with 72,610,000 Shares of Common Stock authorized, unissued and not
reserved for issuance. The Board of Directors believes it is advisable for the
Company to have an increased number of shares of Common Stock which would be
available for future issuance for various corporate purposes at the discretion
of the Board of Directors and without further authorization by the stockholders.
While the Board of Directors has no present arrangements, agreement or plan to
issue any of the proposed additional authorized shares of Common Stock, it may
use the additional Common Stock for a variety of corporate purposes. Such
purposes might include, without limitation, the issuance and sale of Common
Stock (i) in connection with stock splits and dividends, (ii) as part or all of
the consideration required to be paid for acquisition of ongoing businesses or
other assets, (iii) in public or private offerings as a means of obtaining
additional capital to strengthen
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<PAGE>
the Company and expand its business, (iv) to satisfy current or future
obligation of the Company, whether or not relating to financings or (v) with
respect to existing or new employee benefit or stock ownership plans or
employment agreements. The proposed increase in the number of shares of Common
Stock will not change the number of shares of stock outstanding or the rights of
the holders of such stock. Stockholders do not have preemptive rights to acquire
the Common Stock authorized by this amendment.
Although the Board of Directors believes that it is in the best interest of
the stockholders for the Board of Directors to have the flexibility to issue
additional shares of Common Stock in any or all of the above circumstances, the
issuance of additional shares of Common Stock could, in certain instances,
discourage an attempt by another person or entity to acquire control of the
Company. The issuance of additional Common Stock, whether or not in connection
with a contest for control, would, in most instances, dilute the voting power of
each stockholder, and may dilute earnings and book value on a per share basis.
VOTE AND RECOMMENDATION
Approval of the amendment of the Company's Certificate of Incorporation to
increase authorized common share capital from 50,000,000 shares to 100,000,000
shares will require the affirmative vote of the holders of a majority of the
shares of the Common Stock represented and voting in person or by proxy at the
Annual Meeting, assuming a quorum is present. Abstentions as to this Proposal 2
will be treated as votes against Proposal 2. Broker non-votes, however, will be
treated as unvoted for purposes of determining approval of Proposal 2 and will
not be counted as votes for or against Proposal 2. Properly executed, unrevoked
Proxies will be voted FOR Proposal 2 unless a vote against Proposal 2 or
abstention is specifically indicated in the Proxy.
THE BOARD RECOMMENDS A VOTE "FOR" THE INCREASE IN AUTHORIZED COMMON SHARE
CAPITAL.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL NO. 3)
The accounting firm of KPMG Peat Marwick LLP ("Peat Marwick") has been
approved by the Board of Directors, upon recommendation by the Audit, Budgeting
and Finance Committee, to serve as independent auditors of the Company for 1997,
subject to approval by the stockholders by an affirmative vote of a majority of
the outstanding shares of the Company's Common Stock represented at the Annual
Meeting.
Peat Marwick has served as independent auditors of the Company for the past
nine years. The Company has been advised that neither Peat Marwick nor any of
its members or associates has any relationship with the Company or any of its
affiliates, except in the firm's capacity as the Company's independent auditors.
Representatives of Peat Marwick will be present at the Annual Meeting, will be
afforded an opportunity to make a statement if they desire and will be available
to respond to appropriate questions from stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF KPMG PEAT MARWICK LLP.
6
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth as of December 31, 1996, the number and
percentage of the outstanding shares of Common Stock which, according to the
information supplied to the Company, were beneficially owned by (i) each person
who is currently a Director of the Company, (ii) each Named Executive Officer
(as defined below), (iii) all current Directors and Executive Officers of the
Company as a group and (iv) each person who, to the knowledge of the Company, is
the beneficial owner of more than 5% of the outstanding Common Stock. Except as
otherwise indicated, the persons named in the table have sole voting and
dispositive power with respect to all shares beneficially owned, subject to
community property laws where applicable.
<TABLE>
<CAPTION>
DEBENTURE
OPTIONS TOTAL
AND/OR COMMON
NQSOS STOCK
BENEFICIALLY PERCENT OF BENEFICIALLY PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1) CLASS COMMON STOCK OWNED(2) CLASS
- --------------------------------------------------- ----------- ------------ -------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
DIRECTORS AND NAMED EXECUTIVE OFFICERS(3):
Walter Drexel...................................... 1,000
NQSOs.......................................... 1,111 2,111 *
Robert C. Horton................................... 1,500(4)
1989-B Series.................................. 1,000 100%
1990-C Series.................................. 1,000 100%
1991-B Series.................................. 1,000 100%
1992-A Series.................................. 1,000 100%
1993-A Series.................................. 1,000 100%
NQSOs.......................................... 1,111 7,611 *
Pete Ingersoll.....................................
1994-A Series.................................. 1,000 100%
NQSOs.......................................... 1,111 2,111 *
Donald O. Miller................................... 13,313
NQSOs.......................................... 16,000 29,313 *
Richard F. Nanna................................... 191
1988-A Series.................................. 3,500 100%
1989-A Series.................................. 1,000 100%
1990-A Series.................................. 2,000 100%
NQSOs.......................................... 20,427 27,118 *
John Racich........................................ 300 300 *
Donald S.Robson--NQSOs............................. 24,800 24,800 *
R. David Russell--NQSOs............................ 43,000 43,000 *
Charles E. Stott, Jr............................... 250 250 *
R. Michael Summerford.............................. 20,735
NQSOs.......................................... 1,111 21,846 *
G. W. Thompson..................................... 10,000
NQSOs.......................................... 111,000 121,000 *
J. Kelley Williams................................. 610,685(5)
NQSOs.......................................... 1,111 611,796 2.4%
Allen S. Winters................................... 100 100 *
Robert L. Zerga--NQSOs............................. 1,111 1,111 *
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
DEBENTURE
OPTIONS TOTAL
AND/OR COMMON
NQSOS STOCK
BENEFICIALLY PERCENT OF BENEFICIALLY PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1) CLASS COMMON STOCK OWNED(2) CLASS
- --------------------------------------------------- ----------- ------------ -------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ALL CURRENT DIRECTORS AND EXECUTIVE OFFICERS AS A
GROUP(15 PERSONS)(6)............................. 658,474
1988-A Series.................................. 3,500 100%
1989-A Series.................................. 1,000 100%
1989-B Series.................................. 1,000 100%
1990-A Series.................................. 2,000 100%
1990-C Series.................................. 1,000 100%
1991-B Series.................................. 1,000 100%
1992-A Series.................................. 1,000 100%
1993-A Series.................................. 1,000 100%
1994-A Series.................................. 1,000 100%
NQSOs.......................................... 227,390 898,364 3.49%
5% BENEFICIAL HOLDERS:
FMR Corp.(7)....................................... 3,860,445 3,860,445 14.98%
82 Devonshire Street
Boston, MA 02109
</TABLE>
- ------------------------
* Represents less than one percent of class.
(1) Numbers represent shares of Common Stock of the Company underlying the
Convertible Subordinated Debentures and NQSOs beneficially owned by the
Directors and Named Executive Officers that are exercisable within 60 days
of December 31, 1996. Since more than the six months has elapsed from date
of grant, the Debentures are immediately convertible into the specified
number of shares of Convertible Preferred Stock of the same series and then
immediately convertible into the specified number of shares of Common Stock
of the Company.
(2) In connection with the Shareholder Rights Plan amended and restated on
December 31, 1996, Rights have been issued (and will be issued for any newly
outstanding Common Stock) to the outstanding shares of Common Stock of the
Company. The Rights may be exercised only after the earlier of 10 days after
a person becomes (or the directors have knowledge of someone becoming) an
Acquiring Person and 10 days after commencement of a public announcement of
a tender or exchange offer if, upon its consummation, the offeror would
beneficially own 15% or more of the Common Stock. An "Acquiring Person" was
defined to be a person who holds at least 15% of the shares of Common Stock
without the prior approval of a majority of the outside directors of the
Board. In the event someone becomes an Acquiring Person, each holder of
Rights (except the Acquiring Person, whose Rights are voided) has the right
to purchase one one-thousandth of a Series A Junior Participating Preferred
Stock ("Preferred Stock") or, in lieu of shares of Preferred Stock, to
receive a number of shares of Common Stock specified by formula at 50% of
the market price the shares of Common Stock. The Rights, which do not have
voting rights, expire in December 2006 and may be redeemed by the Company at
a price of $0.01 per Right prior to a specified period of time after the
occurrence of certain events. The Company may also exchange all of the
outstanding Rights for shares of Common Stock at a ratio of one share of
Common Stock per Right (as adjusted), any time after the first time someone
becomes an Acquiring Person. If, following an acquisition of 15% or more of
the shares of Common Stock, the Company is acquired in a merger or other
business combination or sells 50% of its assets or earnings power, each
Right (other than Rights voided as above) will entitle its holder to
purchase a number of shares specified by formula of the acquiring company
with a value of twice the then current exercise price.
8
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(3) A mailing address for Messrs. Drexel, Horton, Ingersoll, Miller, Nanna,
Racich, Robson, Russell, Summerford, Thompson, Williams, Winters and Zerga
is c/o Getchell Gold Corporation, 5460 S. Quebec Street, Suite 240,
Englewood, Colorado 80111.
(4) Included are 500 shares owned by Mrs. Horton, of which Mr. Horton has no
voting and investment power and disclaims beneficial ownership.
(5) Includes 43,747 shares held by the Jean Pittman Williams Revocable Trust, of
which Mr. Williams' wife is trustee and of which Mr. Williams disclaims
beneficial ownership and has no voting or investment power; and 116,895
shares held by JKW Holdings, Inc. of which Mr. Williams has shared voting
and investment power.
(6) Except as otherwise indicated in these notes, the shares beneficially owned
by the persons indicated in the table represent sole voting and investment
power.
(7) Based on a Schedule 13G filed by the investor with the Securities and
Exchange Commission.
EXECUTIVE OFFICERS OF GETCHELL GOLD CORPORATION
The following sets forth certain information with respect to the Executive
Officers of the Company, including age as of the date of the Annual Meeting. All
Executive Officers are elected by the Board of Directors and hold office until
the next Annual Meeting of Stockholders and until their successors are elected
and qualify.
J. KELLEY WILLIAMS is the Chairman of the Board. (See "Election of
Directors" for further information).
G. W. THOMPSON is the President and Chief Executive Officer. (See "Election
of Directors" for further information).
R. DAVID RUSSELL has been Vice President and Chief Operating Officer since
February 1995. He was General Manager of Lac Minerals U.S.A. Ltd., a gold mining
company and wholly owned subsidiary of Lac Minerals Ltd., from April 1994 to
February 1995. From June 1993 to April 1994, he was a Manager at Independence
Mining Company, a gold mining company and a subsidiary of Minorco Inc. From
September 1992 to June 1993, he was a Manager at Hecla Mining Company, a
diversified mining company. From August 1988 to April 1992, he was General
Manager at the Lincoln Mine, owned by Meridian Minerals.
Age: 40
DONALD S. ROBSON is Vice President and Chief Financial Officer of the
Company and has been since March 1995 and has been Corporate Secretary since
October 1995. From May 1990 to September 1994, he was Vice President, Finance of
Lac Minerals Ltd., a gold mining company.
Age: 44
DONALD O. MILLER is the Vice President--Human Resources and Chief
Administration Officer and has been since April 1995. From January 1993 to April
1995, Mr. Miller had his own consulting firm, GEM 2000, at which he consulted on
human resources issues, primarily in the mining industry. From May 1991 to
January 1993, he was the Vice President, Human Resources at Newmont Mining
Company, a mining company. From November 1988 to May 1991, he was the Manager,
Compensation and Benefits at Cyprus Minerals Company, a major producer of
copper, coal and molybdenum.
Age: 50
RICHARD F. NANNA is the Vice President, Exploration of the Company and has
been since August 1991.
Age: 48
ROGER D. PALMER is the Controller of the Company and has been since April
1995. From June 1992 to December 1993, Mr. Palmer held the positions of
Assistant Controller and Manager, Financial Planning and Analysis with the
Company. From June 1989 to June 1992, Mr. Palmer was a Division Controller at
OESI Power Corporation, a geothermal energy company.
Age: 47
9
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding the annual and
long-term compensation for services in all capacities to the Company for the
year ended December 31, 1996 ("1996"), the six months ended June 30, 1995 (the
"1995IP" or "Interim Period"), and the years ended June 30, 1995 ("1995") and
June 30, 1994 ("1994") of those persons who were either (i) the chief executive
officer of the Company during the last completed fiscal year or (ii) one of the
other four most highly compensated executive officers of the Company as of the
end of the last completed fiscal year whose annual salary and bonuses exceeded
$100,000 (collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION -------------------------
---------------------------------------- SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING
NAME AND COMPENSATION STOCK AWARDS OPTION ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) (1)($) ($) AWARDS(2) COMPENSATION(3)($)
- -------------------------- ----------- ----------- ----------- -------------- ------------ ----------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C>
G.W. Thompson............. 1996 300,000 127,500 106,588(11) -- -- 104,384(8)(9)(10)
President and Chief 1995 IP(4) 116,665 133,000(6) -- -- 105,000 66,058(8)(9)(10)
Executive Officer 1995(4) 183,000 -- (6) -- 65,000(7) 90,000 3,008(8)(9)
R. David Russell.......... 1996 175,000 -- (5) -- -- -- 32,993(8)(9)(10)
Vice President and 1995 IP(4) 81,667 63,000(6) -- -- 45,000 21,585(8)(9)(10)
Chief Operating Officer 1995(4) 55,321 -- (6) -- -- 34,000 218(9)
Donald S. Robson.......... 1996 140,000 -- (5) 42,914(12) -- -- 13,277(8)(9)(10)
Vice President and 1995 IP(4) 72,917 50,000(6) -- -- 24,000 42,961(8)(9)(10)
Chief Financial Officer 1995(4) 33,654 -- (6) -- -- 22,059 216(9)
Donald O. Miller.......... 1996 110,000 -- (5) 24,267(13) -- -- 3,591(9)
Vice President, 1995 IP(4) 49,998 30,000(6) -- -- 15,000 705(9)
Human Resources and 1995(4) 20,512 -- (6) -- -- 13,954 351(9)
Chief Administration
Officer
Richard F. Nanna.......... 1996 92,947 -- 317,779(14) -- 15,000 4,198(8)(9)
Vice President, 1995 IP(4) 45,114 13,950 -- -- -- 2,403(8)(9)
Exploration 1995 90,228 27,200 -- -- 8,187 4,804(8)(9)
1994 88,920 55,300 -- -- 7,300 4,765(8)(9)
</TABLE>
- ------------------------------
(1) Other Annual Compensation included direct cash payments related to tax
reimbursement payments, tax planning and tax return preparation services
provided to the Named Executive Officer at the Company's expense, and tax
reimbursements paid on imputed income resulting from the personal use of
Company automobiles and club dues and memberships, including imputed income
on the same, but only if such payments exceed the lessor $50,000 or 10% of
the total salary and bonus of the Named Executive Officer.
(2) Represents NQSOs granted under the Company's Long-Term Equity Incentive
Plans.
(3) All Other Compensation is comprised of Company contributions related to the
401(k) Plan, relocation expenses and executive life insurance paid by the
Company on the Executive Officer's behalf.
(4) In September 1995, the Company converted from a fiscal year ended June 30 to
a fiscal year ended December 31. For Messrs. Thompson, Russell, Robson and
Miller 1995 amounts represent compensation from the date of hire through
June 30, 1995. These dates were September 1, 1994 for Mr. Thompson, February
6, 1995 for Mr. Russell, March 21, 1995 for Mr. Robson and April 17, 1995
for Mr. Miller. For all Name Executive Officers the 1995 IP amounts
represent compensation from July 1, 1995 through December 31, 1995.
(5) The bonus earned for the year ended December 31, 1996 to be paid in 1997,
had not been calculated as of February 27, 1997.
(6) Mr. Thompson's bonus was calculated for a 16-month period (September 1994
through December 1995), incorporating performance for the year ended June
30, 1995 and the Interim Period. The bonuses of Messrs. Russell, Robson and
Miller were based on a period from their respective dates of hire in 1995
through December 31, 1995. These bonuses were all paid in the year ended
December 31, 1996.
10
<PAGE>
(7) Includes 10,000 shares of restricted stock issued to Mr. Thompson upon being
named President and Chief Executive Officer, of which he has sole voting and
investment power. All of the shares vested on February 21, 1996.
(8) Company contributions related to the 401(k) Plan for the year ended December
1995 were $10,053 for Mr. Thompson, $6,766 for Mr. Russell, $9,627 for Mr.
Robson and $3,718 for Mr. Nanna. For the Interim Period, Company
contributions were $3,078 for Mr. Thompson, $466 for Mr. Russell, $1,155 for
Mr. Robson and $1,828 for Mr. Nanna. For the year ended June 30, 1995,
Company contributions were $2,000 for Mr. Thompson and $3,655 for Mr. Nanna.
For the year ended June 30, 1994, Company contributions were $3,557 for Mr.
Nanna.
(9) Executive Life Insurance paid by the Company for the year ended December 31,
1996 was $16,547 for Mr. Thompson, $2,120 for Mr. Russell, $1,663 for Mr.
Robson, $3,591 for Mr. Miller and $480 for Mr. Nanna. Executive Life
Insurance paid by the Company for the Interim Period was $2,625 for Mr.
Thompson, $261 for Mr. Russell, $324 for Mr. Robson, $705 for Mr. Miller and
$575 for Mr. Nanna. Executive Life Insurance paid by the Company in the year
ended June 30, 1995 was $1,008 for Mr. Thompson, $218 for Mr. Russell, $216
for Mr. Robson, $351 for Mr. Miller and $1,149 for Mr. Nanna. Executive Life
Insurance paid in year ended June 30, 1994 was $1,208 on behalf of Mr.
Nanna.
(10) Relocation expenses paid by the Company during the year ended December 31,
1996 on behalf of Mr. Thompson were $77,784, on behalf of Mr. Russell were
$24,107 and on behalf of Mr. Robson were $1,987. Relocation expenses paid by
the Company during the Interim Period on behalf of Mr. Thompson were
$60,355, on behalf of Mr. Russell were $20,858 and on behalf of Mr. Robson
were $41,482.
(11) Includes direct cash payments related to tax reimbursement payments of
$89,031, tax reimbursements paid on imputed income resulting from the
personal use of Company automobiles of $8,409 and club dues and memberships
of $9,148, including imputed income on the same.
(12) Includes direct cash payments related to tax reimbursement payments of
$26,316, tax planning and tax return preparation services at the Company's
expense of $6,641, and tax reimbursements paid on imputed income resulting
from the personal use of Company automobiles of $4,560 and club dues and
memberships of $5,397, including imputed income on the same.
(13) Includes direct cash payments related to tax reimbursement payments of
$12,884, tax planning services at the Company's expense of $2,398, and tax
reimbursements paid on imputed income resulting from the personal use of
Company automobiles of $4,748 and club dues and memberships of $4,237,
including imputed income on the same.
(14) Includes direct cash payments related to tax reimbursement payments of
$316,674 and tax reimbursements paid on imputed income resulting from the
personal use of Company automobiles of $1,105, including imputed income on
the same.
The following table sets forth certain information with respect to grants of
stock options to Named Executive Officers during the year ended December 31,
1996.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
NUMBER OF RATES OF STOCK PRICE
SECURITIES % OF TOTAL APPRECIATION FOR
UNDERLYING OPTIONS EXERCISE OPTION TERM(3)
OPTIONS GRANTED TO ALL PRICE EXPIRATION --------------------------
NAME GRANTED(1) EMPLOYEES(2) ($/SHARE) DATE 5% 10%
- ------------------------- ---------- --------------- --------- -------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
R. F. Nanna.............. 15,000 3% $30.75 April 30, 2006 $290,076 $735,113
</TABLE>
- ------------------------------
(1) All options granted represent NQSOs that vest over four years from the date
of grant at a rate of 20% in the first three years and 40% in the final
year. All options were granted for a term of ten years, subject to earlier
termination in certain events. The exercise price is equal to the fair
market value of the Company's Common Stock on the date of grant.
(2) Based on 559,800 total options granted in the year ended December 31, 1996.
(3) The amounts shown are for illustrative purposes only. Potential gains are
net of the exercise price. Amounts represent hypothetical gains that could
be achieved for the respective options if exercised at the end of the option
term. The assumed 5% and 10% rates of stock price appreciation are provide
in accordance with the rules of the Securities and Exchange Commission and
do not represent the Company's estimate or projection of the future Common
Stock price. Actual gains, if any, on stock option exercises are dependent
upon the future financial performance of the Company, overall market
conditions and the option holders' continued employment through the vesting
period. This table does not take into account any appreciation in the price
of the Common Stock from the date of grant to the date of this Proxy
Statement other than the columns reflecting assumed rates of appreciation of
5% and 10%.
11
<PAGE>
The following table sets forth certain information with respect to the Named
Executive Officers concerning the exercise of options in 1996 and unexercised
options held at December 31, 1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED DECEMBER 31, 1996(#) DECEMBER 31, 1996(1)($)
ON VALUE ---------------------------- --------------------------
NAME EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------- ------------- ----------- ----------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
G.W. Thompson..................... -- -- 111,000 84,000 3,221,475 1,522,500
R. David Russell.................. -- -- 43,000 36,000 1,181,000 652,500
Donald S. Robson.................. 2,059 71,150 24,800 19,200 684,500 348,000
Donald O. Miller.................. 954 34,821 16,000 12,000 413,500 217,500
Richard F. Nanna.................. 20,000 855,880 26,927 15,000 799,259 114,375
</TABLE>
- ------------------------------
(1) Value was computed as the difference between the individual option price and
the closing sales price of the Company's common Stock on December 31, 1996
($38.375). Only options with fair market value in excess of the exercise
price are reflected in this column.
OTHER COMPENSATION
Employees participate in a noncontributory Retirement Plan established by
the Company. Employees become 100% vested after five years of employment. The
plan provides for normal retirement at age sixty-five with actuarially adjusted
provisions for early and postponed retirement dates. Retirement benefits are
based on years of service and average compensation (wage and salary) of the five
highest consecutive years during employment. Theoretical benefits payable under
the plan are reflected in the estimated retirement plan table below and are not
subject to any reduction for social security benefits or other offset amounts.
The following table shows the estimated annual retirement benefit payable to
participating employees including Named Executive Officers in earnings and years
of service classifications as indicated.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS FOR
YEARS OF CREDITED SERVICE
AVERAGE ANNUAL COMPENSATION -------------------------------------------
(FIVE HIGHEST CONSECUTIVE YEARS) 10 YEARS 20 YEARS 30 YEARS 40 YEARS
- ----------------------------------------------------------- --------- --------- --------- ----------
<S> <C> <C> <C> <C>
$ 25,000................................................... $ 4,212 $ 8,424 $ 12,136 $ 16,848
$ 50,000................................................... 8,712 17,424 26,136 34,848
$100,000................................................... 17,712 35,424 53,136 70,848
$150,000 or greater........................................ 26,712 53,424 80,136 106,848
</TABLE>
Years of service for the Named Executive Officers are: G.W. Thompson, two
years; R. David Russell, Donald S. Robson, and Donald O. Miller, one year each;
and Richard F. Nanna, fifteen years.
During the year ended June 30, 1995, the Company entered into Termination
Agreements with G.W. Thompson, R. David Russell, Donald S. Robson and Donald O.
Miller and in May 1991, the Company entered into a Termination Agreement with
Richard F. Nanna (collectively, the "Termination Agreements"). The Termination
Agreements are contingent upon a Change of Control, as defined therein, and
provide for a three-year term. Each individual would be paid upon termination
without cause within three years of a Change of Control or upon resignation
within twelve months of a Change of Control, one and one-half times the sum of
the three-year average of his annual base salary (excluding bonuses) plus fringe
benefit costs equal to thirty-six percent of his annual base salary. Upon
termination, the individual would have the option, unless he notifies the
Company otherwise, to receive a cash payment equal to the cash value of all his
NQSOs, Debenture Options and Debentures, whether then exercisable or not. No
individual would receive payments in the event of death, disability or
termination for cause. The Termination Agreements also provide for, among other
things, an additional payment to be made by the Company to the individual if any
of the severance payments provided for the Termination Agreement or any other
payments made pursuant to a Change of Control of the Company (the "Total
Payments") become subject to an additional tax ("Excise Tax") imposed by Section
4999 of the Code, such that the net
12
<PAGE>
of all of the payments received by the individual after the imposition of the
Excise Tax on the Total Payments and the federal income tax on the additional
payment shall be equal to the Total Payments.
On February 14, 1997, the Board of Directors of the Company awarded a
one-time bonus of $89,031 to an executive and granted stock appreciation rights
under the Company's 1996 Long Term Equity Incentive Plan with respect to 76,723
shares at a weighted average option price of $8.24 per share to certain
executives and other employees of the Company. Compensation with respect to
stock appreciation rights is accounted for on a variable basis and is "marked to
market" at the end of each fiscal quarter based on the market price of the
Company's Common Stock. Accordingly, the Company's future quarterly financial
results will reflect additional compensation expense if the market price of the
Common Stock increases from the preceding quarter or income if such market price
decreases from the preceding quarter. Based on the market price of the Company's
Common Stock on the date of grant, the Company would have recognized
compensation expense of $2.6 million in the first quarter had the first quarter
ended on such date.
COMPENSATION, HUMAN RESOURCE & DIRECTOR AFFAIRS COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Horton, Ingersoll, Stott and Zerga who are members of the
Compensation, Human Resource & Director Affairs Committee, are not now and never
have been officers or employees of the Company.
REPORT OF THE COMPANY'S COMPENSATION, HUMAN RESOURCE &
DIRECTOR AFFAIRS COMMITTEE ON EXECUTIVE COMPENSATION
COMMITTEE MEMBERS. The Compensation, Human Resource & Director Affairs
Committee (the "Compensation Committee") is composed of at least two outside
members of the Board, with one member serving as chairman.
CHARTER. The Compensation Committee serves at the direction of the Board of
Directors. The primary responsibility of the Compensation Committee is to assure
development, implementation and maintenance of competitive compensation and
benefits to attract, motivate and retain highly qualified officers, management
and employees.
DUTIES. The Compensation Committee's responsibilities include the
following:
(a) To recommend to the Board of Directors compensation policies for the
Company;
(b) To recommend to the Board of Directors the base salary and annual
incentive awards of executive officers of the Company;
(c) To recommend Long Term Incentive Plan participation and awards.
PHILOSOPHY. The Company's compensation philosophy is designed to maximize
stockholder value and serve the best interest of its stockholders and employees.
The philosophy incorporates the following principles:
(a) Compensation should attract and retain qualified employees and stimulate
their useful and profitable efforts on behalf of the Company.
(b) Compensation should be internally equitable and externally competitive;
and
(c) Compensation should focus on "total" compensation which is defined as
base salary, annual incentive, long-term incentive (stock), and benefits.
13
<PAGE>
COMPONENTS OF EXECUTIVE COMPENSATION
BASE SALARY. The Compensation Committee annually reviews and compares base
salaries and salary ranges for similar positions in other companies in relevant
markets defined by company size, industry and location. Executive, technical and
other highly compensated positions are valued in the national market using data
developed by nationally recognized compensation consulting firms. Base salary
for these positions is targeted at the median of a peer group of companies. The
peer group is reviewed annually and generally established on the basis of market
capitalization value. Peer companies are public companies with products, markets
and other mining characteristics comparable to the Company. The published
compensation data used by the Compensation Committee to establish base salary
range is not necessarily comprised of the same peer group of companies included
in the Stock Performance Graph. The Compensation Committee annually recommends
to the Board of Directors adjustments to salary ranges and actual salaries,
taking into consideration position value, market pricing, operating results,
individual performance and other factors. For the year 1996, the Compensation
Committee incorporated the national consultant's base salary midpoint
recommendations.
ANNUAL INCENTIVE AWARDS. Annual incentive awards, in the form of cash
payments, are designed to achieve specific short-term results and to further
long-term objectives. Financial and other objectives for the Company and program
participants are set at the beginning of each fiscal year. The process involves
the Board of Directors, the Compensation Committee, the Chief Executive Officer
and program participants. Each participant in the plan establishes goals and
objectives at the beginning of the fiscal year. Performance is measured at
year-end against these pre-established objectives and annual incentive awards
are determined based on performance.
The Compensation Committee annually reviews potential incentive awards for
officers as a percentage of base salary and recommends adjustments to the Board
of Directors. At fiscal year end, the Compensation Committee recommends
incentive awards to the Board of Directors upon review of Company results and
performance versus objectives and personal performance of participants versus
objectives.
Base salary and annual incentive (cash compensation) is generally targeted
at the 50th percentile of the peer group of companies.
In February 1997, the Board of Directors approved the Compensation
Committee's recommendations for annual incentive awards to three Executive
Officers, other than the Chief Executive Officer, based on their performance
versus objectives, including operating results compared to budget, reserve
addition, safety and specific Financial, Investor Relations and Human Resources
programs.
LONG-TERM INCENTIVE AWARDS. Participation in the Company's Long-Term
Incentive Plan is generally limited to officers and key managers based on
responsibility, authority and potential impact on the Company. The Compensation
Committee annually reviews participants and potential award ranges. The
opportunity range for each participant is based on guidelines developed by
nationally recognized compensation consultants. At fiscal year end, the
Compensation Committee reviews Company condition and performance and individual
performance versus long-term goals and determines awards for officers and key
managers. Awards may be in the form of stock options, restricted stock, stock
appreciation rights and performance shares. In 1996, the Compensation Committee
determined that it was in the best interest of the Company to grant stock
options to all employees as a means of retaining and motivating individuals.
This also allowed employees to develop an ownership position, thus aligning them
with the long-term goals of both the Company and other stockholders.
In February, 1997, based on the Compensation Committee's performance
evaluations and the recommendations of a national consulting firm, the Board of
Directors approved a grant of 54,000 non-qualified stock options to three
executive officers other than the CEO. Also, in February 1997, the Compensation
Committee recommended, and the Board of Directors approved a grant of 36,787
stock
14
<PAGE>
appreciation rights under the Company's 1996 Long Term Equity Incentive Plan to
five officers other than the CEO.
CHIEF EXECUTIVE OFFICER COMPENSATION. The Compensation Committee annually
reviews the Chief Executive Officer's performance and compensation and
recommends changes as appropriate to the Board of Directors. In its review, the
Compensation Committee considers the Company's condition, operating results,
performance versus short-term and long-term objectives, economic environment,
industry conditions and increased shareholder value. The Compensation Committee
also considers the Chief Executive Officer's performance against short-term and
long-term objectives, compensation versus peers, and other factors.
Mr. Thompson's annual incentive award objectives were compared to
performance for the year 1996. The Compensation Committee determined that the
Corporation had performed at 85% of its goal for the year. Based on the
Committee's evaluation of Mr. Thompson's performance, the Board of Directors
approved an incentive award equal to 85% of target or $127,500. The Committee
recommended, and the Board approved, an award of 58,340 non-qualified stock
options. In February 1997, the Compensation Committee recommended, and the Board
of Directors approved, a grant of 33,300 stock appreciation rights and a cash
payment of $89,031 to Mr. Thompson.
COMPENSATION, HUMAN RESOURCE &
DIRECTOR AFFAIRS COMMITTEE
Robert L. Zerga, Chairman
Robert C. Horton
Pete Ingersoll
Charles E. Stott, Jr.
The report of the Compensation, Human Resource & Director Affairs Committee
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended, or under the Securities Exchange Act of
1934, as amended, (collectively the "Acts"), except to the extent the Company
specifically incorporates this information by reference and shall not otherwise
be deemed filed under such Acts.
15
<PAGE>
STOCK PERFORMANCE GRAPH
The following line graph compares the cumulative total stockholder return on
the Company's Common Stock during the five-year period ended December 31, 1996,
to the Standard & Poor's Stock Index and that of peer issuers selected by the
Company for the same period. The graph assumes a one hundred dollar investment
on December 31, 1991, and reinvestment of dividends (if any) on a quarterly
basis.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
<S> <C> <C> <C>
Getchell Gold Corporation, S&P 500 & Peer Group
Getchell S&P 500 Peers
Dec-91 $ 100 $ 100 $ 100
Dec-92 $ 188 $ 108 $ 84
Dec-93 $ 223 $ 118 $ 166
Dec-94 $ 265 $ 120 $ 136
Dec-95 $ 685 $ 165 $ 151
Dec-96 $ 1,181 $ 203 $ 148
</TABLE>
<TABLE>
<CAPTION>
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Getchell Gold......................................... $ 100 $ 188 $ 223 $ 265 $ 685 $ 1,181
S&P 500 Index......................................... $ 100 $ 108 $ 118 $ 120 $ 165 $ 203
Peers................................................. $ 100 $ 84 $ 166 $ 136 $ 151 $ 148
</TABLE>
- ------------------------
(1) The peer group includes the following companies: Agnico-Eagle Mines, Amax
Gold Inc., Atlas Corporation, Battle Mountain Gold Co. Inc., Echo Bay Mines,
Ltd., FMC Gold Co. and Pegasus Gold Corp.
OTHER INFORMATION
Section 16(a) of the Securities Exchange Act of 1934 requires Officers and
Directors of the Company and persons who own more than ten percent of a
registered class of the Company's equity securities to file
16
<PAGE>
reports of ownership and changes in their ownership with the Securities and
Exchange Commission and the American Stock Exchange. Based on information
provided by its Officers and Directors, for the year ended December 31, 1996,
its Officers and Directors were in compliance with all applicable filing
requirements.
FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF THE COMPANY'S MOST RECENT
REPORT ON FORM 10-K, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, UPON
WRITTEN REQUEST TO THE COMPANY'S SECRETARY AT:
Getchell Gold Corporation
5460 S. Quebec St., Suite 240
Englewood, Colorado 80111
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company know of no other matters which may come before the Annual Meeting.
However, if any matters other than those referred to herein should be presented
properly for consideration and action at the Annual Meeting, or any adjournment
or postponement thereof, the proxies will be voted with respect thereto in
accordance with the best judgment and in the discretion of the proxy holders.
Please sign the enclosed proxy and return it in the enclosed return
envelope.
/s/ Donald S. Robson
DONALD S. ROBSON
SECRETARY
Dated: March 20, 1997
17
<PAGE>
APPENDIX A
CERTIFICATE OF INCORPORATION
OF
GETCHELL GOLD CORPORATION
ARTICLE IV
CAPITAL STOCK
(1) Shares, Classes and Series Authorized.
The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is 110,000,000 shares. Stockholders
shall not have any preemptive rights, nor shall stockholders have the right to
cumulative voting in the election of directors or for any other purpose. The
classes and the aggregate number of shares of stock of each class which the
Corporation shall have authority to issue are as follows:
A. 100,000,000 shares of Common Stock, $0.0001 par value ("Common Stock").
B. 10,000,000 shares of Preferred Stock, $0.0001 par value ("Preferred
Stock").
<PAGE>
- --------------------------------------------------------------------------------
PROXY PROXY
GETCHELL GOLD CORPORATION
5460 S. QUEBEC STREET, SUITE 240
ENGLEWOOD, COLORADO 80111
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints G.W. Thompson and J. Kelley Williams as
Proxies, each with the power to appoint his substitute, and hereby authorizes
each of them to represent and to vote, as designated below, all the shares of
Common Stock of Getchell Gold Corporation (the "Company") held of record by
the undersigned on March 12, 1997, at the Annual Meeting of Stockholders to
be held on May 2, 1997, and at any adjournment or postponement thereof.
All other proxies heretofore given by the undersigned to vote shares of
the Company, which the undersigned would be entitled to vote if personally
present at the Annual Meeting or any adjournment or postponement thereof, are
hereby expressly revoked.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER, IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1,2 AND 3.
---
PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
GETCHELL GOLD CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /x/
[ ]
1. ELECTION OF DIRECTORS-- For Withhold For All
NOMINEES: J. Kelley Williams, R. Michael All All Except Nominee(s) Written Below.
Summerford and Allen Winters / / / / / /
-------------------------------------------------------------
2. Approval of the amendment to the For Against Abstain 3. Ratification of the appointment For Against Abstain
Certificate of Incorporation to / / / / / / of KPMG Peat Marwick LLP as the / / / / / /
increase authorized common share Company's independent auditors
capital to 100,000,000 shares. for 1997.
4. In their discretion, the Proxies are authorized to
vote upon such other business as may properly come
before the Annual Meeting or any adjournment or
postponement thereof.
Dated: , 1997
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Signature(s)
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Please date this Proxy and sign it exactly as your
name or names appear below. When shares are held by
joint tenants, both should sign. When signing as an
attorney, executor, administrator, trustee or guardian,
please give full title as such, if shares are held by
a corporation, please sign in full corporate name by
the President or other authorized officer. If shares
are held by a partnership, please sign in partnership
name by an authorized person.
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