Vista Gold (VGZ) Proxy Filing summary

Voting matters and shareholder proposals

• Election of six directors: John M. Clark, Frederick H. Earnest, Deborah J. Friedman, Patrick F. Keenan, Tracy A. Stevenson, and Michel Sylvestre is proposed for shareholder approval for the upcoming year.

• Appointment of Davidson & Company LLP as external auditors for the ensuing year is up for shareholder vote.

• Advisory, non-binding vote on executive compensation for named executive officers is included.

• Approval of amendments to the Stock Option Plan and all unallocated options thereunder is proposed.

• Other business may be addressed as properly brought before the meeting or any adjournment.

Board of directors and corporate governance

• Board recommends voting in favor of all director nominees and all proposals presented.

• Shareholders of record as of March 9, 2026, are eligible to vote at the April 28, 2026 meeting.

Executive compensation and say-on-pay

• Advisory, non-binding resolution on executive compensation is included for shareholder consideration.

• Amendments to the Stock Option Plan, including all unallocated options, are subject to shareholder approval.