NIOCORP DEVELOPMENTS LTD (NB)

Sector: Materials

Annual Meeting

2026 Annual Meeting Analysis

NIOCORP DEVELOPMENTS LTD · Meeting: April 6, 2026

Policy v1.2medium confidenceView Filing ↗

For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

Directors AGAINST

Say on Pay

FOR

Auditor

AGAINST

Director Elections

Election of Directors

1 FOR/5 AGAINST

Against Analysis

✗ AGAINST

Mark A. Smith⚑ TSR trigger 3yr: NB 3-year return -34.2% vs XLB +36.3%, gap of -70.5pp exceeds 30pp threshold for negative absolute TSR; 5-year TSR also -34.2% vs XLB, gap still exceeds threshold — no 5-year mitigant applies; director has served since 2013, full tenure overlap

NioCorp's stock has lost about 34% over the past three years while the basic materials sector ETF (XLB) gained about 36%, a gap of roughly 70 percentage points that far exceeds the 30-point trigger for companies with negative returns; as the CEO and Executive Chairman who has served since 2013, Mr. Smith has full accountability for this sustained underperformance, and the 5-year record is equally poor, so no mitigating exception applies.

✗ AGAINST

Nilsa Guerrero-Mahon⚑ TSR trigger 3yr: NB 3-year return -34.2% vs XLB +36.3%, gap of -70.5pp exceeds 30pp threshold for negative absolute TSR; 5-year TSR also -34.2% vs XLB, gap still exceeds threshold — no 5-year mitigant applies; director has served since November 2017, full tenure overlap

Ms. Guerrero-Mahon has served since November 2017, giving her full overlap with the three-year period during which the stock lost about 34% while the basic materials sector ETF (XLB) gained about 36%; the 70-point gap far exceeds the policy trigger, the five-year record is equally poor so no mitigating exception applies, and no other disqualifying flags were identified.

✗ AGAINST

Peter Oliver⚑ TSR trigger 3yr: NB 3-year return -34.2% vs XLB +36.3%, gap of -70.5pp exceeds 30pp threshold for negative absolute TSR; 5-year TSR also -34.2% vs XLB, gap still exceeds threshold — no 5-year mitigant applies; director joined May 25, 2022, more than 24 months before meeting, full 3-year overlap

Mr. Oliver joined in May 2022, giving him full overlap with the three-year underperformance period during which NioCorp's stock fell about 34% against a sector ETF (XLB) gain of about 36%; the roughly 70-point gap exceeds the 30-point policy trigger for companies with negative absolute returns, the five-year record is equally poor so no mitigating exception applies, and no other disqualifying flags were identified.

✗ AGAINST

Dean C. Kehler⚑ TSR trigger 3yr: NB 3-year return -34.2% vs XLB +36.3%, gap of -70.5pp exceeds 30pp threshold for negative absolute TSR; 5-year TSR also -34.2% vs XLB, gap still exceeds threshold — no 5-year mitigant applies; director joined March 17, 2023, more than 24 months before meeting, covers substantially all of the 3-year underperformance period

Mr. Kehler joined in March 2023, which is more than 24 months before the April 2026 meeting and gives him substantial overlap with the three-year underperformance window; during that period NioCorp's stock fell about 34% versus a sector ETF (XLB) gain of about 36%, a roughly 70-point gap that far exceeds the 30-point policy trigger, and the five-year record is equally poor so no mitigating exception applies.

✗ AGAINST

Michael G. Maselli⚑ TSR trigger 3yr: NB 3-year return -34.2% vs XLB +36.3%, gap of -70.5pp exceeds 30pp threshold for negative absolute TSR; 5-year TSR also -34.2% vs XLB, gap still exceeds threshold — no 5-year mitigant applies; director joined March 17, 2023, more than 24 months before meeting, covers substantially all of the 3-year underperformance period

Mr. Maselli joined in March 2023, which is more than 24 months before the April 2026 meeting and gives him substantial overlap with the three-year underperformance window; during that period NioCorp's stock fell about 34% versus a sector ETF (XLB) gain of about 36%, a roughly 70-point gap that far exceeds the 30-point policy trigger, and the five-year record is equally poor so no mitigating exception applies.

For Analysis

✓ FOR

Anthony W. Fulton⚑ new director exempt: appointed August 9, 2025, less than 24 months ago

Mr. Fulton was appointed to the board on August 9, 2025, which is less than 24 months before the meeting, so he is exempt from the TSR underperformance trigger under policy; no other disqualifying flags were identified.

Five of six director nominees receive an AGAINST vote because NioCorp's stock has lost roughly 34% over three years while the basic materials sector ETF (XLB) gained about 36% — a gap of approximately 70 percentage points that far exceeds the 30-point trigger for companies with negative absolute returns — and the five-year record is equally poor, so no mitigating exception applies; Anthony Fulton is exempt as a new director appointed less than 24 months ago.

Say on Pay

✓ FOR

CEO

Mark A. Smith

Total Comp

$451,000

Prior Support

N/A

The CEO's total reported compensation of $451,000 is modest for a company of NioCorp's size and stage, and is well within reasonable benchmarks for a Basic Materials CEO at this market cap level, so the pay level check does not trigger a concern. While the company's stock has underperformed its sector benchmark significantly over the past three years, no information in the filing indicates that variable incentive pay was awarded above benchmark levels during this period of underperformance — indeed, the overall pay figure appears conservative — so the pay-for-performance alignment check also does not fire. The plan includes a clawback policy and the pay structure appears to incorporate equity-based awards, satisfying the pay-mix requirement.

Auditor Ratification

✗ AGAINST

Auditor

Deloitte & Touche LLP

Tenure

2 yrs

Audit Fees

$662,712

Non-Audit Fees

$695,325

⚑ non audit fee ratio exceeds 50pct: audit-related fees of $601,309 plus tax fees of $94,016 total $695,325 in non-audit fees against $662,712 in audit fees, a ratio of approximately 105%, well above the 50% threshold

For the fiscal year ended June 30, 2025, Deloitte received $662,712 in core audit fees but $695,325 in other fees (audit-related work of $601,309 plus tax services of $94,016), making non-audit fees approximately 105% of audit fees — more than double the 50% threshold in the voting policy; this elevated non-audit fee ratio raises concerns about auditor independence, triggering an AGAINST vote despite Deloitte's relatively short two-year tenure and the absence of any disclosed audit failures or restatements.

Overall Assessment

At NioCorp's 2026 annual meeting, the most significant votes are AGAINST five of six director nominees due to sustained three-year stock underperformance of approximately 70 percentage points versus the basic materials sector ETF (XLB) with no five-year mitigant, and AGAINST auditor ratification because non-audit fees paid to Deloitte are approximately 105% of core audit fees, well above the 50% independence threshold; the Say on Pay vote is FOR because the CEO's $451,000 total compensation is modest and does not appear to reflect above-benchmark incentive pay despite poor stock performance.

Filing date: February 25, 2026·Policy v1.2·medium confidence