UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.   )

 

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SILVER BULL RESOURCES, INC.

925 West Georgia Street, Suite 1908

Vancouver, British Columbia V6C 3L2

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY, APRIL 23, 2015

 

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To the Shareholders of Silver Bull Resources, Inc.:

 

The Annual Meeting of Shareholders of Silver Bull Resources, Inc., a Nevada corporation (the “Company”), will be held at our offices located at 925 West Georgia Street, Suite 1908, Vancouver, British Columbia V6C 3L2, on Thursday, April 23, 2015 at 10:00 a.m. local time for the purpose of considering and voting upon proposals to:

 

 

 

 

The Board of Directors has fixed the close of business on Thursday, February 26, 2015 as the record date for determination of the shareholders entitled to vote at the meeting and any adjournment(s) or postponement(s) thereof. This Notice of Annual Meeting of Shareholders and related proxy materials are being distributed or made available to shareholders beginning on or about Friday, February 27, 2015.

 

Under the Securities and Exchange Commission and Canadian securities rules, we have elected to use the Internet for delivery of our annual meeting materials to our shareholders, enabling us to provide them with the information they need, while lowering the costs of delivery and reducing the environmental impact associated with our annual meeting.  Our proxy materials are available at www.proxyvote.com. We also post our proxy materials on our website at http://www.silverbullresources.com/s/agm.asp.  

We cordially invite you to attend the annual meeting. Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting. Please refer to your proxy card or Notice Regarding the Availability of Proxy Materials for more information on how to vote your shares at the meeting and return your voting instructions as promptly as possible.

 

Thank you for your support.

 

 

 

 

 

 

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2015 PROXY STATEMENT

TABLE OF CONTENTS

 

	Page
ABOUT THE ANNUAL MEETING	1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	4
MANAGEMENT	6
EXECUTIVE COMPENSATION	12
COMPENSATION DISCUSSION AND ANALYSIS	12
INDEPENDENT PUBLIC ACCOUNTANTS	19
REPORT OF THE AUDIT COMMITTEE	20
REPORT OF THE COMPENSATION COMMITTEE	21
PROPOSAL ONE:  ELECTION OF DIRECTORS	22
PROPOSAL TWO:  RATIFICATION AND APPROVAL OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	23
ANNUAL REPORT TO SHAREHOLDERS	24
OTHER MATTERS	24
SHAREHOLDER PROPOSALS	24

 

 

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SILVER BULL RESOURCES, INC.

925 West Georgia Street, Suite 1908

Vancouver, British Columbia V6C 3L2

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PROXY STATEMENT

 

ANNUAL MEETING OF SHAREHOLDERS

 

THURSDAY, APRIL 23, 2015

 

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ABOUT THE ANNUAL MEETING

This proxy statement (the “Proxy Statement”) is furnished to shareholders of Silver Bull Resources, Inc. (“Silver Bull” or the “Company”) in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Silver Bull, on behalf of the Company, to be voted at the Annual Meeting of Shareholders (the “Meeting”).  The Meeting will be held at our offices located at 925 West Georgia Street, Suite 1908, Vancouver, British Columbia V6C 3L2, on Thursday, April 23, 2015 at 10:00 a.m. local time, or at any adjournment or postponement thereof.  The Meeting is being held for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.

This year, we have elected to provide access to our proxy materials on the Internet under the U.S. Securities and Exchange Commission and Canadian securities regulators’ “notice and access” rules. Our proxy materials are available at www.proxyvote.com. We also post our proxy materials on our website at http://www.silverbullresources.com/s/agm.asp.  This Notice of Annual Meeting of Shareholders and related proxy materials are being made available to shareholders beginning on or about Friday, February 27, 2015.

All references to currency in this Proxy Statement are in U.S. dollars, unless otherwise indicated.

Notice of Internet Availability of Proxy Materials.

On or about Monday, March 2, 2015, we will furnish a Notice of Internet Availability of Proxy Materials (“Notice”) to our shareholders containing instructions on how to access the proxy materials and to vote online. In addition, instructions on how to request a printed copy of these materials may be found on the Notice.  If you received a Notice by mail, you will not receive a paper copy of the proxy materials unless you request such materials by following the instructions contained on the Notice. Your vote is important no matter the extent of your holdings.

Solicitation Costs

The cost of preparing and mailing the Notice, requests for proxy materials, and the cost of solicitation of proxies on behalf of the Board will be borne by the Company.  Proxies may be solicited personally or by mail, telephone or facsimile by directors, officers and regular employees of the Company, none of whom will receive any additional compensation for such solicitations.  While no arrangements have been made to date, the Company may contract for the solicitation of proxies for the Meeting.  Such arrangements would include customary fees, which would be borne by the Company.

 

Dissenters Rights

 

The proposed corporate actions on which the shareholders are being asked to vote are not corporate actions for which shareholders of a Nevada corporation have the right to dissent under the Nevada Private Corporations Chapter of the Nevada Revised Statutes, Nev. Rev. Stat. 78.

 

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What is the purpose of the Meeting?

 

At our Meeting, shareholders will vote on the following items of business:

 

 

You will also vote on such other matters as may properly come before the Meeting or any postponement(s) or adjournment(s) thereof.

 

What are the Board’s recommendations?

 

Our Board recommends that you vote:

 

 

Our management does not intend to present other items of business and knows of no items of business that are likely to be brought before the Meeting, except those described in this Proxy Statement. However, if any other matters should properly come before the Meeting, the persons named in the enclosed proxy will have discretionary authority to vote such proxy in accordance with their best judgment on the matters.

 

What shares are entitled to vote?

 

As of the close of business on Thursday, February 26, 2015 the record date for the Meeting, we had 159,072,657 shares of the Company’s common stock (“Common Stock”) outstanding.  Each share of our Common Stock outstanding on the record date is entitled to one vote on all items being voted on at the Meeting.  You can vote all of the shares that you owned on the record date.  These shares include: (1) shares held directly in your name as the shareholder of record; and (2) shares held for you as the beneficial owner through a broker, bank or other nominee.

 

What is required to approve each item?

 

 

How do I vote my shares?

 

Each share of Common Stock that you own entitles you to one vote. Your Notice or proxy card shows the number of shares of Common Stock that you own. You may elect to vote in one of the following methods:

·	By Mail - If you have requested a paper copy of the proxy materials, please date and sign the proxy card and return it promptly in the accompanying envelope.

 

 

 

 

If your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice or proxy materials, as applicable, are being forwarded to you by that organization.  Your Voting Instruction Form from Broadridge or your Notice provides information on how to vote your shares. The organization holding your account is considered the shareholder of record for purposes of voting at the Meeting.

 

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If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, the organization that holds your shares may generally vote on “routine” matters such as ratification and approval of the appointment of auditors but cannot vote on “non-routine” matters, such as Proposal No. 1 (election of directors).  Thus, if the organization that holds your shares does not receive instructions from you on how to vote your shares on a “non-routine” matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

 

Proxies submitted properly by one of the methods discussed above will be voted in accordance with the instructions contained therein.  If the proxy is submitted but voting directions are not provided, the proxy will be voted “FOR” each of the five (5) director nominees, and “FOR” the ratification and approval of the appointment of Hein & Associates LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2015, and in such manner as the proxy holders named on the proxy, in their discretion, determine upon such other business as may properly come before the Meeting or any adjournment or postponement thereof.

 

Who may attend the Meeting?

 

All shareholders as of the record date, or their duly appointed proxies, may attend the Meeting.  If you are not a shareholder of record but hold shares through a broker or bank (i.e., in street name), you should provide proof of beneficial ownership on the record date, such as your most recent account statement as of February 26, 2015, a copy of the voting instruction card provided by your broker, bank or other holder of record, or other similar evidence of ownership.  Cameras, recording devices and other electronic devices will not be permitted at the Meeting.

 

How may I vote my shares in person at the Meeting?

 

Shares held in your name as the shareholder of record may be voted in person at the Meeting.  Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, bank or other holder of record that holds your shares giving you the right to vote the shares.  Even if you plan to attend the Meeting, we recommend that you also submit your proxy or voting instructions prior to the Meeting as described below so that your vote will be counted if you later decide not to attend the Meeting.

 

May I change my vote or revoke my proxy after I return my proxy card?

 

Yes.  Even after you have submitted your proxy, you may change the votes you cast or revoke your proxy at any time before the votes are cast at the Meeting by: (1) delivering a written notice of your revocation to our principal executive office, 925 West Georgia Street, Suite 1908 Vancouver, British Columbia V6C 3L2; or (2) executing and delivering a later dated proxy.  In addition, the powers of the proxy holders will be suspended if you attend the Meeting in person and so request, although attendance at the Meeting will not by itself revoke a previously granted proxy.

 

What constitutes a quorum?

 

The presence, in person or by proxy, of one-third of the shares of Common Stock outstanding as of the record date constitutes a quorum for the transaction of business at the Meeting. In the event there are not sufficient votes for a quorum or to approve any proposals at the time of the Meeting, the Meeting may be adjourned in order to permit further solicitation of proxies. The inspectors of election will treat shares of Common Stock represented by a properly signed and returned proxy as present at the Meeting for purposes of determining a quorum, without regard to whether the proxy is marked as casting a vote or abstaining.

 

What does it mean if I receive more than one proxy card?

 

If you receive more than one proxy card, it means that you hold shares registered in more than one name or brokerage account. You should sign and return all proxies for each proxy card that you receive in order to ensure that all of your shares are voted.

 

How may I vote on each of the proposals?

 

For the election of directors pursuant to Proposal One, you may vote “FOR” any nominee, or you may indicate that you wish to withhold authority to vote for one or more of the nominees being proposed.  

 

For Proposal Two, you may vote “FOR” or “AGAINST” the proposal, or you may indicate that you wish to “ABSTAIN” from voting on the proposal.

 

Who will count the proxy votes?

 

Votes at the Meeting will be tabulated by one or more inspectors of election who will be appointed by the Chairman of the meeting and who will not be candidates for election to the Board.  We have retained Broadridge Financial Solutions Inc., to act as the inspector of election for the Meeting.

 

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How will abstentions and “broker non-votes” be counted?

 

Abstentions and “broker non-votes” as to particular matters are counted for purposes of determining whether a quorum is present at the Meeting.  Abstentions are counted in tabulations of the votes cast on proposals presented to shareholders (except with respect to the Election of Directors, where abstentions are excluded), whereas broker non-votes are not counted for purposes of determining whether a proposal has been approved.  Except with respect to the Election of Directors, where abstentions are excluded, abstentions have the same effect as votes against proposals presented to shareholders.  A “broker non-vote” occurs when a nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions to do so from the beneficial owner.

 

How will voting on any other business be conducted?

 

We do not expect any matters to be presented for a vote at the Meeting other than the matters described in this Proxy Statement.  If you grant a proxy, either of the officers named as proxy holder, Timothy Barry or Sean Fallis, will have the discretion to vote your shares on any additional matters that are properly presented for a vote at the Meeting.

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The number of shares of the Company’s Common Stock outstanding as of the record date of February 26, 2015 was 159,072,657. The following table sets forth as of the record date the number of shares of the Company’s Common Stock beneficially owned by each of the Company’s directors, nominees and named executive officers and the number of shares beneficially owned by all of the directors, nominee, and named executive officers as a group:

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The following table sets forth the beneficial ownership of the Company’s Common Stock as of February 26, 2015 by each person (other than the director nominees and executive officers of the Company) who owned of record, or was known to own beneficially, more than 5% of the outstanding voting shares of Common Stock.

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MANAGEMENT

Identification of Directors and Executive Officers

 

The table below sets forth the names, titles, and ages of each of the nominees standing for election to the Company’s Board and its executive officers as of the record date.  There are no family relationships among any of the director nominees and/or executive officers of the Company.

One of the Company’s current directors, Murray Hitzman, will not stand for re-election at the annual meeting, and the size of the Board will decrease from six to five members.

Except as described herein, there was no agreement or understanding between the Company and any director or executive officer pursuant to which he was selected as an officer or director, although certain of the Company’s executive officers have entered into employment agreements with the Company.

 

Brian Edgar  Mr. Edgar was appointed Chairman of the Board in April 2010. Mr. Edgar has broad experience working in junior and mid-size natural resource companies. He previously served as President and Chief Executive Officer of Dome Ventures Corporation (“Dome”) from February 2005 until it was acquired by Silver Bull in April 2010. Further, Mr. Edgar served on Dome’s board of directors from 1998 to 2010. Mr. Edgar currently serves as a director of BlackPearl Resources Inc., Denison Mines Corp., Lucara Diamond Corp., Lundin Mining Corporation, and ShaMaran Petroleum Corp. Mr. Edgar practiced corporate/securities law in Vancouver, British Columbia, Canada for sixteen years.

 

Timothy Barry  Mr. Barry has served as a director, President and Chief Executive Officer of Silver Bull since March 2011.  From August 2010 to March 2011, he served as our Vice President - Exploration.  Between 2006 and August 2010, Mr. Barry spent 5 years working as Chief Geologist in West and Central Africa for Dome.  During this time, he managed all aspects of Dome’s exploration programs, as well as oversaw corporate compliance for Dome’s various subsidiaries.  Mr. Barry also served on Dome’s board of directors.  In 2005, he worked as a project geologist in Mongolia for Entree Gold, a company that has a significant stake in the Oyu Tolgoi mine in Mongolia.  Between 1998 and 2005, Mr. Barry worked as an exploration geologist for Ross River Minerals on its El Pulpo copper/gold project in Sinaloa, Mexico, for Canabrava Diamonds on its exploration programs in the James Bay lowlands in Ontario, Canada, and for Homestake on its Plutonic Gold Mine in Western Australia.  He has also worked as a mapping geologist for the Geological Survey of Canada in the Coast Mountains, and as a research assistant at the University of British Columbia, where he examined the potential of CO2 sequestration in Canada using ultramafic rocks.  Mr. Barry received a bachelor of science from the University of Otago in Dundein, New Zealand and is a registered geologist.  He also serves on the board of directors of Acme Resources, a junior exploration company listed on the Toronto Stock Exchange.   

 

Joshua Crumb  Mr. Crumb is an engineer and mineral economist with a wide range of executive experience in the mining industry. Mr. Crumb is a co-founder of LEC Minerals Inc., a private investment corporation that also provides advisory services for mining/exploration companies. Mr. Crumb was formerly the Senior Metals Strategist at Goldman Sachs, working in the commodity research division in London, has held various positions within the Lundin group of companies and is currently serving as an independent director of  Zazu Metals Corp. and Loma Vista Capital Inc.  Mr. Crumb holds a Bachelor of Science degree in Engineering and Master of Science in Mineral Economics from the Colorado School of Mines.

  

Daniel J. Kunz  Mr. Kunz has more than 35 years of experience in international mining, energy, engineering and construction, including, marketing, business development, management, accounting, finance and operations. Mr. Kunz is Founder and from February 2003 until April 2013 was President and CEO of U.S. Geothermal, Inc., a company focused on renewable energy that is developing geothermal power projects in Idaho, Oregon, Nevada and Guatemala. Mr. Kunz served as Chairman of the Board of U.S. Cobalt Inc. until December 2004. He was Senior Vice President and Chief Operating Officer of Ivanhoe Mines Ltd. from 1997 until October 31, 2000, and served as its President, Chief Executive Officer and Director from November 1, 2000 until March 1, 2003. From March 2, 2003 until March 8, 2004, Mr. Kunz served as President and CEO of Jinshan Gold Mines Inc. Mr. Kunz was Founder of and directed the 1993 initial public offering of the NASDAQ listed MK Gold Company (President, Director & CEO) and, for 17 years, held executive positions with NYSE listed Morrison Knudsen Corporation (including Vice President & Controller). Mr. Kunz holds a Masters of Business Administration and a Bachelor of Science in Engineering Science. He is currently a director of four companies publicly traded on the TSX Venture Exchange, including Greenbriar Capital Corp., Chesapeake Gold Corp., Gunpoint Exploration and Kazax Minerals Inc; and one company on the US OTC Bulletin Board, Gold Torrent Inc.

 

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John McClintock  Mr. McClintock has a significant amount of experience in all facets of the mineral exploration business, which has come from managing large exploration organizations.  He currently serves as the President of McClintock Geological Management, which provides ongoing management services to Northisle Copper, Gold Inc. and Savant Exploration Ltd.  From February 2007 to November 2008, Mr. McClintock served as President and CEO of Savant Explorations Ltd., a publicly-traded company on the TSX Venture Exchange.  From January 2006 to February 2007, he served as President and COO of Canarc Resources Corp., where he negotiated, among other things, a large land purchase in Mexico.  From November 2004 to December 2005, Mr. McClintock served as an Exploration Manager for BHP Billiton, where he ensured that the $80 million exploration budget focused on areas and commodities with maximum potential for corporate growth.  Mr. McClintock holds an MBA from Simon Fraser University and an undergraduate degree in geology, with honors, from the University of British Columbia.  He is a member of the Professional Engineers of British Columbia, the Prospectors and Developers Association of British Columbia, and the Association of Mineral Exploration of British Columbia.

 

Sean Fallis Mr. Fallis was appointed Chief Financial Officer in April 2011.  From February 2011 to April 2011, he served as our Vice President - Finance.  From July 2008 to February 2011, Mr. Fallis served as the Corporate Controller for gold producer Rusoro Mining Ltd.  Prior to working at Rusoro Mining Ltd, he worked at PricewaterhouseCoopers as an Audit Senior Associate from January 2007 to June 2008, where he worked with both Canadian and U.S. publicly listed companies in the audit and assurance practice.  At PricewaterhouseCoopers, Mr. Fallis focused on clients in the mining industry.  Further, he worked at SmytheRatcliffe Chartered Accountants as a staff accountant from September 2004 to December 2006.  Mr. Fallis received a bachelor of science from Simon Fraser University in 2002 and is a Chartered Accountant. 

 

Board Composition

 

The Compliance & Disclosure Department of the TSX has granted to the Company an exemption from the requirement that TSX listed issuers adopt a majority voting policy as set out in Section 461.3 of the TSX Company Manual. The Company requested relief from the requirement because it complies with the director election requirements and practices of the NYSE MKT and the relevant laws of Nevada, the state in which it was incorporated.  The TSX granted the relief in accordance with staff policy 2013-0002 on the basis that, among other things, at least 75% of the Company’s trading value and volume occurs outside of Canada and the Company complies with the requirements of the NYSE MKT. 

The members of the Board will be elected by a plurality vote, and the Board believes that the process in place to elect directors allows for the appointment of the most qualified candidates. The Company has not implemented a majority voting policy for the election of directors. The Board seeks to ensure that it is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight obligations effectively.  The Company’s Corporate Governance and Nominating Committee is charged with identifying, screening and/or appointing persons to serve on the Board.  In identifying Board candidates, it is the Company’s goal to identify persons who it believes have appropriate expertise and experience to contribute to the oversight of a company of the Company’s nature while also reviewing other appropriate factors.  The Board believes that the process in place to identify candidates and elect directors allows the most qualified candidates to be appointed independently.

The Corporate Governance and Nominating Committee has recommended, and the Board has approved, a reduction in the size of the Board from six members to five members, effective at the conclusion of the annual meeting of shareholders.  Murray Hitzman, one of the current members of the Board, will not stand for re-election.  The Board believes that a reduction in the size of the Board is appropriate given the experience and qualification of the remaining members of the Board.

 

The Company believes that each of the persons standing for election to the Board at the Meeting has the experience, qualifications, attributes and skills that, when taken as a whole, will enable the Board to satisfy its oversight responsibilities effectively.  With regard to the Board nominees, the following factors were among those considered that led to the Board’s conclusion that each would make valuable contributions to the Board:

 

 

 

 

 

 

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Involvement in Certain Legal Proceedings

During the past ten years none of the persons currently serving as executive officers and/or directors of the Company has been the subject matter of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K, including: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (b) any criminal convictions; (c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (d) any finding by a court, the SEC or the CFTC to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud; or (e) any sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association or entity.  Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive officer. 

 

Transactions with Related Persons

 

Pursuant to its charter, our Audit Committee reviews and approves all related party transactions on an ongoing basis.  With the exception of customary employment agreements between the Company and its officers, which are described below under the heading Executive Compensation, there were no related party transactions between the Company and its officers, directors and significant shareholders during the fiscal year ended October 31, 2014.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors and persons who own more than 10% of the Company’s outstanding Common Stock to file reports of ownership with the Securities and Exchange Commission (“SEC”).  Directors, officers, and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

 

Based solely on a review of Forms 3, 4 and 5, and amendments thereto, furnished to the Company during and for the Company’s year ended October 31, 2014, there were no directors or officers or more than 10% shareholders of the Company who failed to timely file a Form 3, 4 or 5.

Independence of the Board

 

The Company’s Board currently consists of Timothy Barry, Brian Edgar, Murray Hitzman, Daniel Kunz, Joshua Crumb and John McClintock.  As noted above, effective at the conclusion of the Meeting, the size of the Board will be reduced from six to five members and Mr. Hitzman will cease to be a director of the Company.  The other five current members of the Board are being nominated by the Company for re-election at the Meeting.  Each of Mr. Crumb, Mr. Kunz and Mr. McClintock is considered “independent” as that term is defined in Section 803A of the NYSE MKT Company Guide and Section 311 of the TSX Company Manual.

 

Board Leadership Structure

The Board does not have an express policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the Board believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board.  Brian Edgar has been the Company’s Chairman of the Board since April 2010, while Timothy Barry has served as the Company’s Chief Executive Officer since February 2011.  The Board believes that this leadership structure is appropriate as Mr. Edgar and Mr. Barry bring complimenting attributes to the Company’s business operations and strategic plans and generally are focused on somewhat different aspects of the Company’s operations.  Mr. Barry, with his geological background and experience, has a greater depth of knowledge regarding the Company’s exploration activities, while Mr. Edgar has a significant amount of experience with mid-sized and junior level exploration and mining companies and with the capital markets.  

Although Mr. Edgar does not work full-time for the Company, he does devote a significant portion of his time to the day-to-day affairs of, and plays a key policy-making role for, the Company.  For this reason, the Company views Mr. Edgar as one of its executive officers.

Also, the Board does not have a formal policy with respect to the consideration of diversity when assessing directors and directorial candidates but considers diversity as part of its overall assessment of the Board’s functioning and needs.

 

Board’s Role in Risk Oversight

 

Company management is charged with the day-to-day management of risks the Company faces.  However, the Board, directly and through its committees, is actively involved in the oversight of the Company’s risk management policies.  The Audit Committee is charged with overseeing enterprise risk management, generally, and with reviewing and discussing with management the Company’s major risk exposures (whether financial, operating or otherwise) and the steps management has taken to monitor, control and manage these exposures, including the Company’s risk assessment and risk management guidelines and policies.  The Audit Committee reports to the Board regarding the foregoing matters, and the Board ultimately approves any changes in corporate policies, including those pertaining to risk management. Additionally, the Compensation Committee oversees the Company’s compensation policies generally, in part to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company.  The Audit Committee and the Compensation Committee correspond with, and report to, management and the Board.

 

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Meetings of the Board and Committees

 

 

The Company’s Board held nine meetings during the year ended October 31, 2014, and two additional meetings during the current fiscal year.  Such meetings consisted of both actions taken by the unanimous written consent of the directors and live meetings at which the directors were present in person or by telephone.  All of the Company’s directors attended at least 75% of the Board meetings conducted during the fiscal year ended October 31, 2014, except for Mr. Hitzman, who attended 67% of the Board meetings.  The Company does not have a formal policy with regard to board members’ attendance at annual meetings but encourages them to attend shareholder meetings.  Mr. Edgar attended last year’s annual meeting of shareholders.

 

 

The Company has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.  The following persons currently serve on our Audit Committee, each of whom is considered “independent” under Section 803A of the NYSE Amex Company Guide and Rule 10A-3 of the Exchange Act: Joshua Crumb, John McClintock and Daniel Kunz.  Mr. Kunz is the “financial expert” for the Audit Committee.

 

The Audit Committee held five meetings during the year ended October 31, 2014, and has held three meetings during the current fiscal year.  Messrs. Crumb and McClintock attended all of the meetings in person or by telephone, and Mr. Kunz attended 80% of the meetings.  On May 1, 2006, the Board adopted a written charter for the Audit Committee, which was amended February 14, 2012.  The Audit Committee charter is available on our website at www.silverbullresources.com.

 

The Company’s Compensation Committee currently consists of Murray Hitzman, John McClintock and Daniel Kunz, each of whom is considered “independent” under Sections 803A and 805 of the NYSE MKT Company Guide.  The Compensation Committee held two meetings during the year ended October 31, 2014 and has held one meeting during the current fiscal year.  The composition of the Compensation Committee following the Meeting will be determined by the Board after the Meeting.

Duties of the Compensation Committee include reviewing and making recommendations regarding compensation of executive officers and determining the need for and the appropriateness of employment agreements for senior executives.  This includes the responsibility: (1) to determine, review and approve on an annual basis the corporate goals and objectives with respect to compensation for the senior executives; and (2) to evaluate at least once a year the performance of the senior executives in light of the established goals and objectives and, based upon these evaluations, to determine the annual compensation for each, including salary, bonus, incentive and equity compensation.  The Compensation Committee has authority to retain such compensation consultants, outside counsel and other advisors as the Committee in its sole discretion deems appropriate.  The Committee may also invite the executive officers and other members of management to participate in their deliberations, or to provide information to the Committee for its consideration with respect to such deliberations, except that the chief executive officer may not be present for the deliberation of or the voting on compensation for the Chief Executive Officer.  The Chief Executive Officer may, however, be present for the deliberation of or the voting on compensation for any other officer.

 

The Compensation Committee also has the authority and responsibility: (1) to review the fees paid to independent directors for service on the Board and its committees, and make recommendations to the board with respect thereto (however disinterested members of the board ultimately determine the fees paid to the independent directors); and (2) to review the Company’s incentive compensation and other stock-based plans and recommend changes in such plans to the board as needed.

 

The Compensation Committee is authorized to delegate any of its responsibilities to a subcommittee as the Compensation Committee deems appropriate. The Compensation Committee’s charter was adopted by the Board on May 1, 2006 and amended on December 5, 2006 and February 22, 2013.  The charter is available on our web site at www.silverbullresources.com.

 

 

None of the members of our Compensation Committee served as an employee of the Company during the year ended October 31, 2014 (or subsequently).  No current member of Compensation Committee formerly served as an officer of the Company, and none of the current members of the Compensation Committee have entered into a transaction with the Company in which they had a direct or indirect interest that is required to be disclosed pursuant to Item 404(a) of Regulation S-K.  During the past year, no executive officer of the Company served as a director or on the compensation committee of another entity whose executive officer also served on the Company’s Board or Compensation Committee.

 

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The Company’s Corporate Governance and Nominating Committee currently consists of Daniel Kunz, Murray Hitzman and Joshua Crumb, each of whom is considered “independent” under Section 803A of the NYSE MKT Company Guide. The future composition of the Corporate Governance  and Nominating Committee will be determined after the Meeting. Duties of the Corporate Governance and Nominating Committee include oversight of the process by which individuals may be nominated to our Board.  Our Corporate Governance and Nominating Committee’s charter was adopted by the Board on May 1, 2006 and amended on July 7, 2006 and February 22, 2013 and is available on our web site at www.silverbullresources.com.

  

The functions performed by the Corporate Governance and Nominating Committee include identifying potential directors and making recommendations as to the size, functions and composition of the Board and its committees.  In making nominations, our Corporate Governance and Nominating Committee is required to submit candidates who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees to the board, in collectively serving the long-term interests of the shareholders.

 

The Corporate Governance and Nominating Committee will consider nominees proposed by our shareholders.  To recommend a prospective nominee for the Corporate Governance and Nominating Committee’s consideration, you may submit the candidate’s name by delivering notice in writing to Silver Bull Resources, Inc., Attention: Corporate Governance and Nominating Committee, 925 West Georgia Street, Suite 1908, Vancouver, British Columbia V6C 3L2.

 

A shareholder nomination submitted to the Corporate Governance and Nominating Committee must include at least the following information (and can include such other information the person submitting the recommendation desires to include), and must be submitted to the Company by the date mentioned in the most recent proxy statement under the heading Shareholder Proposals, as such date may be amended in cases where the annual meeting has been changed as contemplated in SEC Rule 14a-8(e), Question 5:

 

 

 

 

 

 

 

 

 

Although the information may be submitted by fax, e-mail, mail or courier, the Corporate Governance and Nominating Committee must receive the proposed nominee’s signed consent, in original form, within ten days of making the nomination.

 

When the information required above has been received, the Corporate Governance and Nominating Committee will evaluate the proposed nominee based on the criteria described below, with the principal criteria being the needs of the Company and the qualifications of such proposed nominee to fulfill those needs.  No shareholder nominations were received in connection with the Meeting.

 

The process for evaluating a director nominee is the same whether a nominee is recommended by a shareholder or by an existing officer or director. The Corporate Governance and Nominating Committee will:

 

 

 

 

 

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The Corporate Governance and Nominating Committee held one meeting during the year ended October 31, 2014 and has held one telephonic meeting during the current fiscal year.  The Corporate Governance and Nominating Committee has nominated Brian Edgar, Timothy Barry, Joshua Crumb, John McClintock and Daniel Kunz to stand for re-election at the Meeting and has recommended to the Board that the size of the Board be reduced from six members to five members.  The Company has not engaged the services of or paid a fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominees.

 

Shareholder Communication with the Board

 

The Company values the views of its shareholders (current and future shareholders, employees and others).  Accordingly, the Board established a system through its Audit Committee to receive, track and respond to communications from shareholders addressed to the Company’s Board or to its non-management directors.  Any shareholder who wishes to communicate with the Board or the non-management directors may write to:

 

Silver Bull Resources, Inc.

Attention: Audit Committee Chair

925 West Georgia Street, Suite 1908

Vancouver, British Columbia V6C 3L2

 

The chair of the Audit Committee is the Board Communications Designee.  He will review all communications and report on the communications to the chair of the Corporate Governance and Nominating Committee, the full Board or the non-management directors as appropriate.  The Board Communications Designee will take additional action or respond to letters in accordance with instructions from the relevant Board source.

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EXECUTIVE COMPENSATION

 

The following table sets out the compensation received for the years ended October 31, 2014, 2013, and 2012 in respect to each of named executive officers.

SUMMARY COMPENSATION TABLE

 

		Fiscal		Salary				Non-Equity Incentive Plan Compensation		Stock Awards				Option Awards				All Other Compensation				Total
Name and Principal Position		Year			($) (5)			($) (5)		($)				($) (1)				($)				($)
Timothy Barry (2)		2014			191,642			26,617			-				63,578				-				281,837
President, Chief Executive Officer and		2013			207,155			28,771			-				72,670				-				308,596
Director		2012			216,216			30,030			-				160,658				-				406,904
Sean Fallis (3)		2014			159,702			22,181			-				54,496				-				236,379
Chief Financial Officer		2013			167,834			24,775			-				58,136				-				250,745
		2012			157,658			27,528			-				165,254				-				350,440
Brian Edgar (4)		2014			79,851			-			-				55,686				-				135,537
Chairman and Director		2013			86,314			-			-				60,482				-				146,796
		2012			90,090			-			-				148,500				-				238,590

 

 

 

 

 

 

 

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis describes the material elements of compensation for the executive officers identified in the Summary Compensation Table contained above (the “named executive officers”).

 

The Compensation Committee of the Board (the “Committee”) reviews and approves the total direct compensation packages for each of our executive officers. Notably, the salary and other benefits payable to those persons who served as our named executive officers during the year ended October 31, 2014 are set forth in employment agreements which are discussed below.  Stock option grants, as applicable to the named executive officers, are reviewed by the Committee and approved by the Board.  The Committee has not engaged the services of or paid a fee to any compensation consultant or other third party to evaluate or assist with the evaluation of the Company’s compensation arrangements.

  

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The principle objectives that guide the Committee in its deliberations regarding executive compensation matters include:

 

 

 

 

The primary elements of compensation to our named executive officers are cash compensation and equity compensation in the form of stock option grants, each of which are further described below. 

 

In April 2011, our shareholders recommended, in a non-binding vote, that shareholder advisory votes on the compensation of our executive officers, commonly referred to as a “say-on-pay” vote, be held every three years.  Approximately 60% of the votes cast were voted in favor of a three-year frequency.  Accordingly, the Board adopted the shareholders’ recommendation to hold the say-on-frequency vote every three years.   In April 2014 we held a shareholder advisory vote on the compensation of our named executive officers, and our shareholders overwhelmingly approved the compensation of our named executive officers, with over 95% of shareholder votes cast in favor of our say-on-pay resolution.  As we evaluated our compensation practices for the calendar year 2014 and 2015, we were mindful of the strong support our shareholders expressed for our philosophy of linking compensation to our operating objectives and the enhancement of shareholder value.  As a result, our Committee decided to retain our general approach to executive compensation, with an emphasis on short and long-term incentive compensation that rewards our executives when they deliver value for our shareholders during 2015.  We are not submitting the compensation of our named executive officers to an advisory vote this year. 

The Compensation Committee evaluates executive performance and makes salary adjustments, discretionary bonus determinations and equity awards.  For calendar year 2014, the Compensation Committee approved a discretionary bonus of CDN$30,000 to Mr. Barry for his performance during calendar year 2014.  In awarding this bonus, the Committee considered, among other things, the continued advancement of the Sierra Mojada Project and the work completed during 2014 toward the sale of the Company’s Ndjole prospect in Gabon, which was completed in January 2015 (the “Gabon Sale”). The Committee also approved a discretionary bonus of CDN$25,000 to Mr. Fallis for his performance during calendar year 2014.  In awarding his bonus, the Committee considered, among other things, his success in collecting outstanding value added taxes receivable in Mexico, his work during 2014 toward the Gabon Sale and his work supporting the advancement of the Sierra Mojada Project. Mr. Edgar was not awarded a discretionary bonus for calendar year 2014.

In February 2015, the Compensation Committee approved bonus targets for our named executive officers.  For Mr. Barry, the Committee approved a 2015 bonus target of CDN$30,000.  The amount of bonus awarded to Mr. Barry will be determined in 2016 at the discretion of the Compensation Committee based on his performance during 2015 evaluated by the Committee.  For Mr. Fallis, the Committee approved a 2015 bonus target of CDN$25,000.  The amount of bonus awarded to Mr. Fallis will be determined in 2016 at the discretion of the Compensation Committee based on his performance during 2015 evaluated by the Committee. No bonus performance target was approved for Mr. Edgar.  Any bonus for Mr. Edgar’s 2015 performance will be determined solely by the Committee’s discretion.

 

Cash Compensation Payable to our Named Executive Officers

 

Our named executive officers receive a base salary payable in accordance with our normal payroll practices.  The base salaries of our executive officers are set forth in employment agreements between the Company and each officer.  Based on the Committee’s knowledge of the industry and size and financial resources of the Company, the Committee believes that the base salaries of the Company’s executive officers are competitive to those that are received by comparable officers with comparable responsibilities in similar companies. 

 

When the Committee considers total cash compensation for our named executive officers, we do so by evaluating their responsibilities, experience and the competitive marketplace.  Specifically, the Committee considers the following factors:

 

 

 

 

 

 

 

Historically, the Company has entered into employment agreements with its executive officers that provide for a base salary and other benefits.  

 

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Option Grants to our Named Executive Officers

 

We have granted stock options to our named executive officers.  Historically, options were granted to officers on or about the time of their initial appointment.  We also may make additional awards to our executive officers at the discretion of the Board.  Options granted to our executive officers generally vest over a period of two years from the date of grant, subject to acceleration in certain circumstances, including upon a change of control.   These option grants are intended to provide incentives to our officers who contribute to the success of the Company by offering them the opportunity to acquire an ownership interest in it.  We believe that option grants also help to align the interests of our management and employees with the interests of shareholders.  Further, we believe that these option grants serve as additional incentive for our officers and in turn the achievement of these objectives will help our performance.  The amount of the option grant to our executive officers is intended, in conjunction with cash salary and bonus amounts, to provide aggregate compensation that is competitive with amounts received by similarly experienced officers of comparable companies. 

 

Employment Agreements with our Named Executive Officers

 

Historically the Company has entered into employment agreements with its named executive officers. Each of our executive officers is paid a salary for their services and has been granted stock options in consideration for their services. When the Committee considers salaries for our executives, it does so by evaluating their responsibilities, experience, the competitive marketplace and our financial resources and projections. Pursuant to its charter, the Committee reviews and approves the terms of the compensation granted and awarded to our named executive officers.

 

On February 26, 2013, Mr. Barry entered into an amended and restated employment agreement with the Company, pursuant to which he receives a base salary of CDN$18,000 per month (CDN $216,000 per year).  Mr. Barry is also eligible to receive an annual bonus based on performance criteria set by the Board.  According to the severance terms of the amended and restated employment agreement, upon termination of employment by the Company, Mr. Barry is entitled to receive a lump sum severance payment equal to twelve (12) months of base salary if Mr. Barry is terminated without cause.  However, upon a change of control (which is defined in the amended and restated employment agreement), Mr. Barry is entitled to receive a lump sum severance payment equal to twenty-four (24) months of his base salary plus the previous year’s bonus, if Mr. Barry or the Company terminates his employment within three months of such change of control.

Under his amended and restated employment agreement, Mr. Barry will also be subject to a non-compete provision for six (6) months following termination of his employment for any reason; provided, however, that the non-compete provision shall not apply if the Company terminates his employment following a change of control.

 

 

On February 26, 2013, Mr. Fallis entered into an amended and restated employment agreement with the Company that increased his annual base salary to CDN$15,000 per month (CDN$180,000 per year) effective March 1, 2013.  Mr. Fallis is also eligible to receive an annual bonus based on performance criteria set by the Board.  On February 26, 2015, the agreement was amended to revise the terms of his severance payment upon termination of employment by the Company.  Under the amended agreement, Mr. Fallis is entitled to receive a lump sum severance payment equal to twelve (12) months of base salary if Mr. Fallis is terminated without cause.  However, upon a change of control (which is defined in the amended and restated employment agreement), Mr. Fallis is entitled to receive a lump sum severance payment equal to twenty-four (24) months of his base salary plus the previous year’s bonus, if Mr. Fallis or the Company terminates his employment within three months of such change of control.

Under his amended and restated employment agreement, Mr. Fallis will also be subject to a non-compete provision for six (6) months following termination of his employment for any reason; provided, however, that the non-compete provision shall not apply if the Company terminates his employment following a change of control.

 

 Brian Edgar

 

Effective February 26, 2013, Mr. Edgar entered into an amended and restated employment agreement with the Company, pursuant to which he receives a base salary of CDN $7,500 per month (CDN $90,000 per year).  Mr. Edgar is also eligible to receive an annual bonus for prior calendar year service at the discretion of the Board.  Although Mr. Edgar holds the title of Chairman, because he dedicates a significant portion of his time to the day-to-day affairs of the Company and continues to have a key role in policy-making for the Company, the Company views Mr. Edgar as one of its named executive officers.

 

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According to the severance terms of the amended and restated employment agreement, upon termination of employment by the Company without cause, Mr. Edgar is entitled to receive a lump sum severance payment equal to twelve (12) months of his base salary.  However, upon a change of control (which is defined in the amended and restated employment agreement), Mr. Edgar is entitled to receive a lump sum severance payment equal to twenty-four (24) months of his base salary plus the previous year’s bonus, if Mr. Edgar or the Company terminates his employment within three months of such change of control. 

Under his amended and restated employment agreement, Mr. Edgar will also be subject to a non-compete provision for six (6) months following termination of his employment for any reason; provided, however, that the non-compete provision shall not apply if the Company terminates his employment following a change of control.

 

Potential Payments Upon Termination or Change of Control

The following table shows the potential payments upon termination of employment of our executive officers as of October 31, 2014.  For the purposes of this table, it is assumed that the terminated employee receives the maximum payment under his amended and restated employment agreement with the Company, and, in the case of a change of control, that each officer's employment is terminated, either by the officer or by the Company, within three months following the change of control.  For purposes of the officers’ amended and restated employment agreements, “Change of Control” means the occurrence of one or more of the following events:

As noted above, we amended the employment agreements of our executive officers to, among other things, increase the amount payable upon a termination following a change of control.  We believe these changes improve the retentive value of the employment agreements and that the revised amounts are more comparable to the amounts that would be paid in similar circumstances to executives at similarly situated companies.

 

			Cash Severance Payment				Accelerated Vesting
Name	Terminate Event		($) (1)				($) (2)				Total ($)
Timothy Barry(3)	For Cause:			-				-				-
	Without Cause:		$	191,642				-			$	191,642
	Change of Control:		$	409,901				-			$	409,901
Sean Fallis(4)	For Cause:			-				-				-
	Without Cause:		$	159,702				-			$	159,702
	Change of Control:		$	341,584				-			$	341,584
Brian Edgar(5)	For Cause:			-				-				-
	Without Cause:		$	79,851				-			$	79,851
	Change of Control:		$	159,702				-			$	159,702

 

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Stock Option, Stock Awards and Equity Incentive Plans

 

The Company has two stock option plans.  The 2006 Stock Option Plan (the “2006 Plan”) was adopted by the Board in May 2006, and approved by the shareholders in July 2006.  The 2010 Stock Option and Bonus Plan (the “2010 Plan”, together with the 2006 Plan, the “Plans”) was adopted by the Board in December 2009 and approved by the shareholders in April 2010.

  

Under the 2006 Plan, the Company may grant incentive options or stock bonuses to employees (including officers), consultants and directors (whether or not they are employees) of the Company or its present or future divisions, affiliates and subsidiaries (together, “Eligible Persons”) for up to a total of 5,000,000 shares of common stock.  Under the 2010 Plan, the lesser of (i) 30,000,000 shares or (ii) 10% of the total shares outstanding will be reserved to be issued upon the exercise of options or the grant of stock bonuses granted to Eligible Persons.

 

Options granted under the Plans shall have an exercise price equal to or greater than the “Fair Market Value” which is defined in the Plan as the closing price of the Company’s Shares on the principal trading market on the date of the grant.

 

Options granted under the Plans typically have a graded vesting schedule over approximately one to two years and have a contractual term of two to ten years, subject to acceleration in certain circumstances, including upon a change of control.  In any event, no exercise period of options granted can exceed ten years from the date of the grant.  Options granted are not assignable other than by will or applicable laws of intestacy.

 

Unless otherwise provided in the option agreement between the Company and the optionee, if the optionee ceases to be an employee, officer, director or consultant of the Company, other than by reason of death or disability, all vested and unexercised options granted thereunder to such optionee will terminate three months following the date the optionee ceases to hold such office or directorship, or the end of the original term of the option if earlier, and will terminate upon the date of termination of employment or other relationship if the optionee is discharged for cause. Vested and unexercised options granted will be exercisable within one year after the date of death or disability of the optionee, or the end of the original terms if earlier. Unvested options expire immediately upon the date optionee ceases to be an employee, officer, director or consultant of the Company, including by death or disability.

The following table sets forth the outstanding equity awards for each named executive officer at October 31, 2014.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

 

_________________________

 

 

 

 

 

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GRANTS OF PLAN-BASED AWARDS

 

The following table summarizes grants of awards to our executive officers during the fiscal year ended October 31, 2014 and possible future payouts pursuant to those awards.

 

_________________________

 

 

 

 

During the year ended October 31, 2014, the following persons served on the Company’s Board:

_________________________

 

 

 

 

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In connection with their election at the Company’s last annual meeting of shareholders, the Board concluded that each of Messrs Crumb, Hitzman, McClintock and Kunz were independent.  The Board evaluates the independence of its members on an as-needed basis throughout the year and has not changed that assessment.  With respect to the nominees for election at the Meeting, the Board has concluded that each of Messrs. Crumb, McClintock and Kunz are independent.

 

The Company’s independent directors are compensated $20,000 per year, paid in quarterly installments, and are issued additional stock option grants for their services.  In addition, the person serving as the Chair of the Company’s Audit Committee receives an annual cash fee of $6,000 (payable in quarterly installments), and its Compensation Committee Chair and its Corporate Governance and Nominating Committee Chair each receive, respectively, an annual cash fee of $3,000 (payable in the same manner), in each case in consideration for their respective service as the chairs of such committees.  

 

 

Effective April 16, 2010, Brian Edgar began serving as the Company’s Executive Chairman.  Effective September 2, 2011, the Company entered into an amended and restated employment agreement with Mr. Edgar.  Mr. Edgar is being compensated at the rate of CDN $7,500 per month (CDN $90,000 per year) and will be eligible for an annual bonus at the discretion of the Board.  The amended and restated employment agreement the Company entered into with Mr. Edgar on February 26, 2013, did not change Mr. Edgar’s annual salary. Because the Company views Mr. Edgar as an executive officer, his compensation is shown above in the Summary Compensation Table rather than in the Director Compensation Table below.  On January 9, 2012, the Company changed Mr. Edgar’s title to Chairman.

 

According to the severance terms of the of the amended and restated employment agreement, upon termination of employment by the Company without cause, Mr. Edgar is entitled to receive a lump sum severance payment equal to twelve (12) months of his base salary.  Upon a change of control (which is defined in the amended and restated employment agreement), Mr. Edgar is entitled to receive a lump sum severance payment equal to twenty-four (24) months of his base salary plus the amount of the prior year’s bonus (if any), if Mr. Edgar or the Company terminates his employment within three (3) months of such change of control.

 

 

During the year end October 31, 2014, the Company compensated the following directors, who are not named executive officers, for their services as directors as follows:

DIRECTOR COMPENSATION

 

_________________________

 

 

 

 

 

 

None.

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INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee selected the independent accounting firm of Hein & Associates LLP (“Hein”) with respect to the audit of our financial statements for the year ended October 31, 2015.  Hein has also served as our independent registered public accounting firm for each fiscal year since the fiscal year ended October 31, 2007. We do not anticipate that representatives of Hein will be present at the Meeting.

 

 

During the years ended October 31, 2014 and 2013, Hein billed us aggregate fees and expenses in the amount of $117,495 and $174,032, respectively.  These aggregate fees listed above include professional services for the audit of our annual financial statements and the review of the financial statements included in our reports on Forms 10-Q, and in addition, the 2013 figure includes an audit of the Company’s internal controls and review procedures for a 424(b)(5) prospectus supplement.

 

 

There were no audit-related fees billed by Hein during the years ended October 31, 2014 and 2013.

 

 

There were no fees and expenses for tax services billed by Hein during the years ended October 31, 2014 and 2013.

 

 

There were no other services provided by Hein during the years ended October 31, 2014 and 2013.

 

Audit Committee’s Pre-Approval Practice

 

Section 10A(i) of the Exchange Act prohibits our auditors from performing audit services for us as well as any services not considered to be “audit services” unless such services are pre-approved by the Audit Committee of the Board, or unless the services meet certain de minimis standards. The Audit Committee’s charter provides that the Audit Committee must:

 

 

 

The Audit Committee considers at each of its meetings whether to approve any audit services or non-audit services.  In some cases, management may present the request; in other cases, the auditors may present the request.

  

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REPORT OF THE AUDIT COMMITTEE

To the Board of Directors of Silver Bull Resources, Inc.

 

Management is responsible for our internal controls and the financial reporting process.  The independent accountants are responsible for performing an independent audit of our financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) and the standards of the Public Company Accounting Oversight Board (“PCAOB”) and to issue an opinion on our financial statements.  Our responsibility is to monitor and oversee those processes.  We hereby report to the Board of Directors that, in connection with the financial statements for the year ended October 31, 2014, we have:

 

 

 

 

Based on the discussions and our review described above, we recommended to the Board of Directors that the audited financial statements for the year ended October 31, 2014 be included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2014, which is being provided with this Proxy Statement.

 

Respectfully submitted,

The Audit Committee of Silver Bull Resources, Inc.

Daniel Kunz, Chair

Joshua Crumb

John McClintock 

 

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REPORT OF THE COMPENSATION COMMITTEE

To the Board of Directors of Silver Bull Resources, Inc.

 

The Report of the Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report.

 

The Compensation Committee hereby reports to the Board of Directors that, in connection with the Company’s Annual Report on Form 10-K for the year ended October 31, 2014, and this Proxy Statement we have:

 

 

 

Respectfully submitted,

The Compensation Committee of Silver Bull Resources, Inc.

Murray Hitzman, Chair

Daniel Kunz

John McClintock

 

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PROPOSAL ONE:  ELECTION OF DIRECTORS

The Board is nominating five (5) directors for election to serve until the next annual meeting or until their successors are duly elected and qualified, or until their earlier death, resignation or removal.

 

Nominees for Election of Directors

 

The persons named in the enclosed form of Proxy will vote the shares represented by such Proxy for the re-election of the five (5) nominees for director: Timothy Barry, Joshua Crumb, Brian Edgar, Daniel Kunz and John McClintock.  

If, at the time of the Meeting, any of these nominees shall become unavailable for any reason, which event is not expected to occur, the persons entitled to vote the Proxy will vote for such substitute nominee or nominees, if any, as they determine in their sole discretion.  If re-elected, each of the above named directors will each hold office until their successors are duly elected and qualified at the next annual meeting or until their earlier death, resignation or removal.

 

The Board recommends a vote “FOR” the election of Timothy Barry, Joshua Crumb, Brian Edgar, Daniel Kunz and John McClintock.  Unless otherwise specified, the enclosed proxy will be voted “FOR” the election of the Board’s slate of nominees.  Neither Management nor the Board is aware of any reason which would cause any nominee to be unavailable to serve as a director.

 

 

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PROPOSAL TWO:  RATIFICATION AND APPROVAL OF
THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 On September 4, 2007, the Board unanimously approved the Audit Committee’s recommendation to appoint Hein as our independent registered public accounting firm.  Since that time, Hein has served as the Company’s independent registered accounting firm.  On February 26, 2015, the Board directed by resolution that the Company submit the selection of Hein as the Company’s independent registered public accounting firm for ratification and approval by our shareholders at the Meeting.  Although the Company is not required to submit the selection of independent registered public accountants for shareholder approval, if the shareholders do not ratify this selection, the Board may reconsider its selection of Hein.  The Board considers Hein to be well qualified to serve as the independent auditors for the Company; however, even if the selection is ratified, our Board may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee and Board determine that the change would be in our best interests.

 

The Board recommends a vote “FOR” Proposal Two.  Proposal Two requires the affirmative vote of a majority of the votes cast by the holders of shares entitled to vote at the Meeting.  Unless otherwise specified, the enclosed proxy will be voted “FOR” the ratification and approval of the appointment of Hein & Associates LLP as our independent registered public accounting firm.

 

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ANNUAL REPORT TO SHAREHOLDERS

Included with this Proxy Statement is the Company’s 2014 Annual Report on Form 10-K for the year ended October 31, 2014. 

 

OTHER MATTERS

Management and the Board of the Company know of no matters to be brought before the Meeting other than as set forth herein.  However, if any such other matters properly are presented to the shareholders for action at the Meeting and any adjournment(s) or postponement(s) thereof, it is the intention of the proxy holder named in the enclosed proxy to vote in his discretion on all matters on which the shares represented by such proxy are entitled to vote.

 

SHAREHOLDER PROPOSALS

Shareholders may submit proposals or director nominations for inclusion by the Company in next year’s Proxy Statement.  For your proposal or director nomination to be considered for inclusion in our proxy statement for next year’s annual meeting, your written proposal must be received by our corporate secretary at our principal executive office no later than 120 days before the anniversary of this year’s Meeting, unless the date of next year’s annual meeting is changed by more than 30 days from the date of this year’s Meeting.  After such date, any shareholder proposal will be considered untimely.  

If we change the date of next year’s annual meeting by more than thirty (30) days from the date of this year’s Meeting, then the deadline is a reasonable time before we begin to print and distribute our proxy materials.  You should also be aware that your proposal must comply with SEC regulations regarding inclusion of shareholder proposals in company-sponsored proxy materials, and with any provision in our Bylaws regarding the same.

Silver Bull Resources, Inc. expects to hold its next annual meeting of shareholders in April 2016.  Proposals from shareholders intended to be present at the next annual meeting of shareholders should be addressed to Silver Bull Resources, Inc., Attention: Corporate Secretary, 925 West Georgia Street, Suite 1908, Vancouver, British Columbia V6C 3L2, and we must receive the proposals by Thursday, December 24, 2015.  Upon receipt of any such proposal, we shall determine whether or not to include any such proposal in the Proxy Statement and proxy in accordance with applicable law.  It is suggested that shareholders forward such proposals by Certified Mail-Return Receipt Requested. After Thursday, December 24, 2015, any shareholder proposal will be considered to be untimely.

As to any proposal that a shareholder intends to present to shareholders other than by inclusion in our proxy statement for our 2016 annual meeting of shareholders, the proxies named in our proxy for that meeting will be entitled to exercise their discretionary voting authority on that proposal unless we receive notice of the matter to be proposed not later than Wednesday, March 9, 2016. Even if proper notice is received on or prior to that date, the proxies named in our proxy for that meeting may nevertheless exercise their discretionary authority with respect to such matter by advising shareholders of that proposal and how they intend to exercise their discretion to vote on such matter, unless the shareholder making the proposal solicits proxies with respect to the proposal to the extent required by Rule 14a-4(c)(2) under the Exchange Act.