Ivanhoe Electric 任命 Michelle Lammers 为首席运营官

false
0001879016
NYSEAMER
0001879016
2026-08-03
2026-08-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 3, 2026
IVANHOE
ELECTRIC INC.
(Exact name of registrant
as specified in its charter)
Delaware
001-41436
32-0633823
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
450 E Rio Salado Parkway, Suite 130
Tempe
,
Arizona
85281
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code:
(
480
)
656-5821
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which
registered
Common
Stock, par value $0.0001 per share
IE
NYSE American
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 3, 2026, Ivanhoe Electric Inc. (the
“Company”) entered into an employment agreement with Michelle Lammers (the “Employment Agreement”) whereby it
agreed to appoint Ms. Lammers as Chief Operating Officer of the Company effective September 1, 2026.
Ms. Lammers has served as Operations
Director at ASARCO LLC (“Asarco”) since January 2023. During this time, she has led and overseen all aspects of copper
mining operations, including exploration, planning, investments, engineering, land management, health and safety, and business
technology. Ms. Lammers joined Asarco in 2001 and served in a variety of leadership positions over her 25-year tenure, including
General Manager of Asarco’s Ray Mine (2019–2022), Manager of Development Projects & Services (2013–2019), and
Manager of Asarco’s Mission Mine (2010–2013). Ms. Lammers is 48 years old and holds a Bachelor of Science, Metallurgical
Engineering, from South Dakota School of Mines and Technology.
Ms. Lammers’ term of employment will continue
indefinitely until Ms. Lammers resigns or is terminated in accordance with the terms and conditions of the Employment Agreement. Pursuant
to the terms of the Employment Agreement, Ms. Lammers is entitled to an annual base salary of $350,000 per year (“Base Salary”).
Ms. Lammers will be eligible on an annual basis to receive short-term and long-term incentive awards, with a short-term bonus target of
75% of her Base Salary and a long-term bonus target of 150% of her Base Salary, based on the terms and conditions of the Company’s
then effective annual incentive and equity-based incentive plans or programs and contingent upon the degree of achievement of any applicable
performance goals. Ms. Lammers’ Base Salary, short-term bonus target, and long-term bonus target are subject to review on an annual
basis.
In the event Ms. Lammers’ employment is
terminated by the Company without Cause (as defined in the Employment Agreement) and such termination is not in connection with a Change
in Control (as defined in the Employment Agreement), then Ms. Lammers will be entitled to severance pay equal to equal to 1.5 times her
annual Base Salary and 1.5 times the target annual bonuses for the year in which termination of employment occurs. In the event of a Change
in Control where Ms. Lammers’ employment is terminated during the 12-month period following such Change in Control by the Company
without Cause or Ms. Lammers resigns for Good Reason (as defined in the Employment Agreement), then Ms. Lammers will be entitled to severance
pay equal to a lump sum cash payment equal to 18 months of her annual Base Salary plus one additional month for each full year of service
after the third full year of service up to a maximum of 24 months annual Base Salary together with 150% of the short-term bonus target
for the year in which termination of employment occurs.
There are no arrangements or understandings between
Ms. Lammers and any other person pursuant to which she was selected as the Company’s Chief Operating Officer. There are no family
relationships between Ms. Lammers and any of the Company’s directors or executive officers and no transactions requiring disclosure
under Item 404(a) of Regulation S-K.
The foregoing summary of the Employment Agreement
does not purport to be a complete description of the Employment Agreement and is qualified in its entirety by reference to the full text
of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Effective September 1, 2026, Ms. Lammers will
succeed Glen Kuntz as the Company’s principal operating officer. Mr. Kuntz will continue working for the Company in his current
role as Senior Vice President, Mine Development. This transition was not the result of any disagreement between Mr. Kuntz and the Company
on any matter relating to the Company’s operations, policies, or practices.
Item 7.01
Regulation FD Disclosure.
A copy of the Company’s press release dated
August 5, 2026, relating to the announcement of Michelle Lammers’ employment described in Item 5.02, is furnished as Exhibit 99.1
to this Form 8-K.
The information in this Item 7.01 of this current
report, including the information contained in Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to
the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
10.1
Executive Employment Agreement between Ivanhoe Electric Inc. and Michelle Lammers*
99.1
Press Release dated August 5, 2026
104
Cover Page Interactive Data File (formatted in iXBRL)
*Certain personal information has been excluded from this exhibit pursuant
to Item 601(a)(6) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted information
upon request.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
IVANHOE
ELECTRIC INC.
Date: August 5, 2026
By:
/s/
Taylor Melvin
Taylor Melvin
President and Chief Executive
Officer