Vista Gold (VGZ) Proxy Filing summary

Executive summary

• Annual General and Special Meeting scheduled for April 28, 2026, to address key governance and compensation matters.

• Shareholders will vote on director elections, auditor appointment, executive compensation, and amendments to the Stock Option Plan.

• Proxy materials are distributed via notice and access, with detailed instructions for both registered and beneficial shareholders.

Voting matters and shareholder proposals

• Election of six incumbent directors to serve until the next annual meeting.

• Appointment of Davidson & Company LLP as auditor for the ensuing year.

• Advisory (non-binding) vote on executive compensation (Say-on-Pay).

• Ordinary resolution to approve amendments to the Stock Option Plan and all unallocated options.

• Shareholder proposals and director nominations must comply with advance notice and regulatory requirements.

Board of directors and corporate governance

• Board consists of six directors, five of whom are independent; leadership structure includes a non-executive independent Chair.

• Four standing committees: Audit, Corporate Governance and Nominating, Compensation, and Health, Safety, Environment and Social Responsibility.

• Board and committee mandates emphasize stewardship, risk oversight, ethical conduct, and diversity.

• Directors and executive officers are subject to an equity ownership policy to align interests with shareholders.