Silver Standard Resources, Inc.
SILVER STANDARD RESOURCES INC (Form: 6-K, Received: 03/29/2017 12:47:54)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For March 29, 2017
Commission File Number: 000-26424
SILVER STANDARD RESOURCES INC.
(Translation of registrant's name into English)

#800 - 1055 Dunsmuir Street
PO Box 49088, Bentall Postal Station
Vancouver, British Columbia
Canada V7X 1G4
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ ] Form 20-F   [x] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [         ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [             ]

DOCUMENTS FILED AS PART OF THIS FORM 6-K

See the Exhibit Index hereto.

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, thereunto duly authorized.



 
Silver Standard Resources Inc.
 
(Registrant)
 
 
 
Date: March 29, 2017
By:
Signed: "Gregory Martin"
 
 
Gregory Martin
 
Title:
Chief Financial Officer







IMAGE0B39.GIF

SUBMITTED HEREWITH

Exhibits
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





SSRLOGOCIRCULAR.JPG

NOTICE OF 2017 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
When
Thursday, May 4, 2017, at 2:00 p.m. (Vancouver time)
Where
Hyatt Regency Vancouver
655 Burrard Street
Georgia B Ballroom
Plaza Level, 2nd Floor
Vancouver, British Columbia V6C 2R7
What
We will cover the following items of business:
1.
Receive the audited financial statements of the Company for the year ended December 31, 2016 and the auditor’s report thereon;
2.
Set the number of directors at seven;
3.
Elect directors for the ensuing year;
4.
Appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the Company’s auditor for the ensuing year and authorize the directors to set the auditor’s remuneration;
5.
Vote, on a non-binding advisory basis, on a resolution to accept the Company’s approach to executive compensation, as more particularly described and set forth in the accompanying management information circular (the “Circular”);
6.
Consider and, if deemed advisable, approve, with or without variation, an ordinary resolution, the full text of which is set forth in Schedule “A” to the Circular, approving the Company’s 2017 share compensation plan, as more particularly described and set forth in the Circular;
7.
Consider and, if deemed advisable, approve, with or without variation, a special resolution, the full text of which is set forth in Schedule “B” to the Circular, to change the name of the Company from Silver Standard Resources Inc. to “SSR Mining Inc.” or such other name that the Board of Directors deems appropriate; and
8.
Approve the transaction of such other business as may properly come before the Meeting or any adjournment thereof.





Board’s Recommendations
The Board unanimously recommends that Shareholders vote FOR each of the foregoing resolutions at the Meeting.
Your Vote is Important
Pursuant to applicable securities laws, we have chosen to provide our Notice of Meeting, the Circular, the proxy form/voting instruction form (collectively, the “ Meeting Materials ”), our financial statements and our management’s discussion and analysis for the year ended December 31, 2016 (collectively, the “ Financial Information ”) to Shareholders using the notice-and-access provisions under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer and under National Instrument 51-102 – Continuous Disclosure Obligations .
On or about March 27, 2017 we will mail to Shareholders of record as of the close of business on March 20, 2017 a notice containing instructions on how to access our Meeting Materials, our Financial Information and how to vote. Shareholders who have requested printed copies of our Financial Information will continue to receive them by mail.
Copies of the Meeting Materials and our Financial Information are also available on the Internet at www.sedar.com and at www.sec.gov/edgar.shtml and on our website at http://ir.silverstandard.com/agm.cfm. You may request a paper copy of the Meeting Materials and Financial Information by contacting the Corporate Secretary at 604-484-8217 or toll free at 1-888-338-0046.
DATED at Vancouver, British Columbia, this 22nd day of March, 2017.
BY ORDER OF THE BOARD
(signed) “ Kelly Stark-Anderson ”    
Kelly Stark-Anderson
Vice President, Legal and
Corporate Secretary









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NOTICE OF MEETING
AND
MANAGEMENT INFORMATION CIRCULAR
FOR THE
2017 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
OF
SILVER STANDARD RESOURCES INC.
TO BE HELD ON
THURSDAY, MAY 4, 2017







March 22, 2017




SSRLOGOCIRCULAR.JPG

NOTICE OF 2017 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
When
Thursday, May 4, 2017, at 2:00 p.m. (Vancouver time)
Where
Hyatt Regency Vancouver
655 Burrard Street
Georgia B Ballroom
Plaza Level, 2nd Floor
Vancouver, British Columbia V6C 2R7
What
We will cover the following items of business:
1.
Receive the audited financial statements of the Company for the year ended December 31, 2016 and the auditor’s report thereon;
2.
Set the number of directors at seven;
3.
Elect directors for the ensuing year;
4.
Appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the Company’s auditor for the ensuing year and authorize the directors to set the auditor’s remuneration;
5.
Vote, on a non-binding advisory basis, on a resolution to accept the Company’s approach to executive compensation, as more particularly described and set forth in the accompanying management information circular (the “ Circular ”);
6.
Consider and, if deemed advisable, approve, with or without variation, an ordinary resolution, the full text of which is set forth in Schedule “A” to the Circular, approving the Company’s 2017 share compensation plan, as more particularly described and set forth in the Circular;
7.
Consider and, if deemed advisable, approve, with or without variation, a special resolution, the full text of which is set forth in Schedule “B” to the Circular, to change the name of the Company from Silver Standard Resources Inc. to “SSR Mining Inc.” or such other name that the Board of Directors deems appropriate; and
8.
Approve the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

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Board’s Recommendations
The Board unanimously recommends that Shareholders vote FOR each of the foregoing resolutions at the Meeting.
Your Vote is Important
Pursuant to applicable securities laws, we have chosen to provide our Notice of Meeting, the Circular, the proxy form/voting instruction form (collectively, the “ Meeting Materials ”), our financial statements and our management’s discussion and analysis for the year ended December 31, 2016 (collectively, the “ Financial Information ”) to Shareholders using the notice-and-access provisions under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer and under National Instrument 51-102 – Continuous Disclosure Obligations .
On or about March 27, 2017 we will mail to Shareholders of record as of the close of business on March 20, 2017 a notice containing instructions on how to access our Meeting Materials, our Financial Information and how to vote. Shareholders who have requested printed copies of our Financial Information will continue to receive them by mail.
Copies of the Meeting Materials and our Financial Information are also available on the Internet at www.sedar.com and at www.sec.gov/edgar.shtml and on our website at http://ir.silverstandard.com/agm.cfm. You may request a paper copy of the Meeting Materials and Financial Information by contacting the Corporate Secretary at 604-484-8217 or toll free at 1-888-338-0046.
DATED at Vancouver, British Columbia, this 22nd day of March, 2017.
BY ORDER OF THE BOARD
(signed) “ Kelly Stark-Anderson ”    
Kelly Stark-Anderson
Vice President, Legal and
Corporate Secretary


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2017 MANAGEMENT INFORMATION CIRCULAR
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




SSRLOGOCIRCULAR.JPG
2017 MANAGEMENT INFORMATION CIRCULAR
This management information circular (the “ Circular ”) has been prepared to provide information to shareholders of Silver Standard Resources Inc. (“ Silver Standard ” or the “ Company ”) as of the close of business on March 20, 2017, the “ record date for the 2017 annual and special meeting of shareholders to be held on Thursday, May 4, 2017 (the “ Meeting ”).
All information in the Circular is as at March 22, 2017 unless otherwise noted. All dollar amounts in the Circular are expressed in United States dollars, and Canadian dollars are referred to as “C$”.

1


GENERAL PROXY INFORMATION
Solicitation of Proxies
The information contained in the Circular is furnished in connection with the solicitation of proxies to be used at the Meeting to be held at Hyatt Regency Vancouver, 655 Burrard Street, Georgia B Ballroom, Plaza Level, 2nd Floor, Vancouver, British Columbia on May 4, 2017 at 2:00 p.m. (Vancouver time), for the purposes set out in the accompanying Notice of Meeting.
We will solicit proxies for the Meeting primarily by mail; however, directors, officers and employees of Silver Standard may also solicit proxies by telephone, electronic transmission or in person in respect of the Meeting. The solicitation of proxies for the Meeting is being made by or on behalf of management of Silver Standard and Silver Standard will bear the cost in respect of the solicitation of proxies for the Meeting. In addition, we may reimburse brokers and nominees for reasonable expenses in forwarding proxies and accompanying materials to beneficial owners of common shares of Silver Standard (the “ Common Shares ”).
Receiving Documents
Pursuant to applicable securities laws, we have chosen to provide our Notice of Meeting, Circular, the proxy form/voting instruction form (“ VIF ” and, together with the Notice of Meeting and Circular, collectively, the “ Meeting Materials ”), our financial statements and our management’s discussion and analysis for the year ended December 31, 2016 (the “ Financial Information ”) to Shareholders using the notice-and-access provisions under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer and under National Instrument 51-102 – Continuous Disclosure Obligations .
On or about March 27, 2017 we will mail to Shareholders of record as of the close of business on March 20, 2017 a notice (the “ N&A card ”) containing instructions on how to access our Meeting Materials, our Financial Information and how to vote. Shareholders who have requested printed copies of our Financial Information will continue to receive them by mail.
If you received the N&A card by mail, you will not receive a printed copy of the Meeting Materials, or our Financial Information in the mail. Instead, the N&A card instructs you how to access and review all of the important information contained in those documents. The N&A card also instructs you on how you may submit your proxy over the Internet or by telephone. If you received the N&A card by mail and would like to receive a printed copy of the Meeting Materials, or our Financial Information, you should follow the instructions for requesting such materials included in the N&A card.
Copies of the Meeting Materials and the Financial Information are also available on the Internet at www.sedar.com and at www.sec.gov/edgar.shtml and on our website at http://ir.silverstandard.com/agm.cfm. You may request a paper copy of the Meeting Materials and the Financial Information by contacting the Corporate Secretary at 604-484-8217 or toll free at 1-888-338-0046.

2


Registered and Beneficial Shareholders
The N&A card and VIF are being sent to both registered and beneficial Shareholders.
As a Shareholder, you may request printed copies of our annual and interim financial statements and management’s discussion and analysis by checking the appropriate box on the enclosed VIF.
VOTING
Who Can Vote
You are entitled to receive notice of and vote at the Meeting if you held our Common Shares as of the close of business on March 20, 2017, the record date.
Each Common Share that you own entitles you to one vote on each item of business at the Meeting.
How to Vote
You can vote by proxy or you can attend the Meeting and vote your Common Shares in person. There are different ways to submit your voting instructions, depending on whether you are a registered or beneficial Shareholder.
Only registered Shareholders or proxy holders are allowed to make motions or vote at the Meeting.
Registered Shareholders
You are a registered Shareholder if you have a share certificate registered in your name.
(a)
Voting by Proxy
Mr. Peter Tomsett, Chair of the Board of Directors of the Company (the “ Board ”), or failing him, Mr. Paul Benson, President and Chief Executive Officer, have agreed to act as the Silver Standard proxy holders. You can appoint someone other than the Silver Standard proxy holders to attend the Meeting and vote on your behalf. If you want to appoint someone else as your proxy holder, print the name of the person you want in the space provided. This person does not need to be a Shareholder.
On any ballot, your proxy holder must vote your Common Shares or withhold your vote according to your instructions and if you specify a choice on a matter, your Common Shares will be voted accordingly. If there are other items of business that come before the Meeting, or amendments or variations to the items of business, your proxy holder will have the discretion to vote as he or she see fit.
If you appoint the Silver Standard proxy holders but do not tell them how to vote your Common Shares, your Common Shares will be voted:
For the fixing the number of directors at seven;
For the nominated directors listed on the proxy form and in the Circular;
For re-appointing PricewaterhouseCoopers LLP (“ PwC ”) as the independent auditor and authorizing the Board to fix the auditor’s remuneration;

3


For the Company’s approach to executive compensation;
For the approval of the Company’s 2017 share compensation plan; and
For the approval of a special resolution to change the name of the Company from Silver Standard Resources Inc. to “SSR Mining Inc.” or such other name as the Board deems appropriate.
This is consistent with the voting recommendations by the Board and management. If there are other items of business that properly come before the Meeting, or amendments or variations to the items of business, the Silver Standard proxy holders will vote according to management’s recommendation.
If you appoint someone other than the Silver Standard proxy holders to be your proxy holder, that person must attend and vote at the Meeting for your vote to be counted.
A proxy will not be valid unless it is signed by the registered Shareholder, or by the registered Shareholder’s attorney with proof that they are authorized to sign. If you represent a registered Shareholder that is a corporation or an association, your proxy should have the seal of the corporation or association, and must be executed by an officer or an attorney who has written authorization. If you execute a proxy as an attorney for an individual registered Shareholder, or as an officer or attorney of a registered Shareholder that is a corporation or association, you must include the original or notarized copy of the written authorization for the officer or attorney with your proxy form.
If you are voting by proxy, send your completed proxy by fax or mail to our transfer agent, Computershare Investor Services Inc. (“Computershare”) at 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1, or by fax at 1-866-249-7775 in Canada and the United States and 001-416-263-9524 outside of Canada and the United States. You may also vote on the internet or by phone by following the instructions set out in the form of proxy. Computershare must receive your proxy by 2:00 p.m. (Vancouver time) on May 2, 2017, or 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting is reconvened if it is postponed or adjourned. The Chair of the Meeting has the discretion to accept late proxies.
(b)
Attending the Meeting and Voting in Person
Do not complete the proxy form if you want to attend the Meeting and vote in person. Simply register with a representative from Computershare when you arrive at the Meeting.
Beneficial Shareholders
You are a beneficial Shareholder if your Common Shares are registered in the name of:
your bank, trust company, securities dealer or broker, trustee, administrator, custodian or other intermediary, who holds your Common Shares in a nominee account; or
a clearing agency like Canadian Depository for Securities Limited (CDS).

4


We must send the N&A card with the VIF to your intermediary so they or their service company (typically, Broadridge Financial Solutions, Inc.) can forward them to you, unless you have indicated that you do not wish to receive certain proxy-related materials. The package should include a VIF for you to complete with your voting instructions. Your intermediary is responsible for properly executing your voting instructions. A VIF cannot be used to vote at the Meeting.
(a)
Voting Using the Voting Instruction Form
Sign and date the VIF that your intermediary sends to you and follow the instructions for returning the form. You may also vote online or by phone by simply following the instructions on your VIF.
(b)
Attending the Meeting and Voting in Person
Although as a beneficial Shareholder you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your intermediary, you may attend the Meeting as proxy holder for your intermediary and vote your Common Shares in that capacity. If you wish to attend the Meeting and indirectly vote your Common Shares as proxy holder for your intermediary, you should enter your own name in the blank space on the VIF provided to you and return the form in accordance with the instructions provided therein, well in advance of the Meeting. If your VIF does not provide a blank space to write a name in, you can request from your intermediary a proxy form which grants you the right to attend the Meeting and vote in person. When you arrive at the Meeting, make sure you register with a representative of Computershare so that your voting instructions can be counted at the Meeting.
Additionally, there are two kinds of beneficial Shareholders: (i) those who object to their name being made known to the issuers of securities which they own, known as objecting beneficial owners or “ OBOs ”; and (ii) those who do not object to their name being made known to the issuers of securities which they own, known as non-objecting beneficial owners or “ NOBOs ”.
We may utilize the Broadridge Quickvote™ service to assist NOBOs with voting their Common Shares.
Changing Your Vote
Registered Shareholders
Registered Shareholders may revoke their proxy by sending a new completed proxy form with a later date or a written note signed by you or by your attorney if he or she has your written authorization. You can also revoke your proxy in any manner permitted by law.
If you represent a registered Shareholder that is a corporation or association, your written note must have the seal of the corporation or association and must be executed by an officer or an attorney who has their written authorization. The written authorization must accompany the revocation notice.
We must receive the written notice of revocation any time up to and including the last business day before the day of the Meeting or the day the Meeting is reconvened if it was postponed or adjourned.

5


Send the written notice to:
our registered office at: Silver Standard Resources Inc., Suite 800, Four Bentall Centre, 1055 Dunsmuir Street, PO Box 49088, Vancouver, British Columbia Canada V7X 1G4, Attention: Corporate Secretary; or
our transfer agent: Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1 or by fax at 1-866-249-7775 in Canada and the United States and 001-416-263-9524 outside of Canada and the United States.
You can also give your written notice to the Chair of the Meeting on the day of the Meeting.
If you have sent in your completed proxy form and then decide you want to attend the Meeting and vote in person, you need to revoke the proxy form before you vote at the Meeting.
Beneficial Shareholders
Only registered Shareholders have the right to revoke a proxy. Beneficial Shareholders can change their vote by contacting your intermediary right away so they have enough time before the Meeting to arrange to change the vote and, if necessary, revoke the proxy.
Processing the Votes
Our transfer agent is Computershare. Computershare will act as scrutineer at the Meeting and is responsible for counting the votes. You can contact Computershare at: 1-800-564-6253, 510 Burrard Street, 3rd Floor, Vancouver, B.C., V6C 3B9.
We file our voting results on SEDAR (www.sedar.com) and will issue a press release with the voting results after the Meeting. The press release will also be available on SEDAR, on EDGAR (www.sec.gov/edgar.shtml) and on our website (www.silverstandard.com).
Additional Information
Additional information relating to the Company is available on the SEDAR website at www.sedar.com.
You can find financial information relating to the Company in our consolidated financial statements, management’s discussion & analysis and Annual Information Form (or Annual Report on Form 40-F) for the most recently completed financial year. These documents are available on our website (www.silverstandard.com), on SEDAR (www.sedar.com), and on EDGAR (www.sec.gov/edgar.shtml). You can also request copies of these documents by contacting the Corporate Secretary at 604-484-8217 or toll free at 1-888-338-0046.
If you have any questions about the Meeting or the Meeting Materials, please call our Corporate Secretary at 604-484-8217 or toll free at 1-888-338-0046.

6


ABOUT THE MEETING
Time, Date and Place
The Meeting will be held at 2:00 p.m. (Vancouver time) on May 4, 2017 at Hyatt Regency Vancouver, 655 Burrard Street, Georgia B Ballroom, Plaza Level, 2nd Floor, Vancouver, British Columbia as set out in the Notice of Meeting.
Items of Business
We will cover the following items of business at the Meeting:
1.
Receive the audited consolidated financial statements of the Company for the year ended December 31, 2016 and the auditor’s report thereon;
2.
Set the number of directors at seven;
3.
Elect directors for the ensuing year;
4.
Appoint PwC as the Company’s auditor for the ensuing year and authorize the directors to set the auditor’s remuneration;
5.
Vote, on a non-binding advisory basis, on a resolution to accept the Company’s approach to executive compensation, as more particularly described and set forth in the Circular;
6.
Consider and, if deemed advisable, approve, with or without variation, an ordinary resolution, the full text of which is set forth in Schedule “A” to the Circular (the “ Share Compensation Plan Resolution ”), approving the Company’s 2017 share compensation plan, as more particularly described and set forth in the Circular;
7.
Consider and, if deemed advisable, approve, with or without variation, a special resolution, the full text of which is set forth in Schedule “B” to the Circular (the “ Name Change Resolution ”), to change the name of the Company from Silver Standard Resources Inc. to “SSR Mining Inc.” or such other name that the Board deems appropriate; and
8.
Approve the transaction of such other business as may properly come before the Meeting or any adjournment thereof.
1.
Receive our financial statements and the auditor’s report
Our audited consolidated financial statements for the year ended December 31, 2016, and the auditor’s report, are available on our website (www.silverstandard.com), on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov/edgar.shtml). A representative of PricewaterhouseCoopers LLP, the independent auditor for 2016, will be at the Meeting to answer your questions.
2.
Set the number of directors
It is proposed to set the number of directors for the following year at seven.

7


3.
Elect directors
The Board has nominated seven directors for election at the Meeting. The seven nominees are:
A.E. Michael Anglin
Paul Benson
Brian R. Booth
Gustavo A. Herrero
Beverlee F. Park
Richard D. Paterson
Steven P. Reid
Each of the nominees is well-qualified to serve on the Board and has expressed willingness to do so. Directors will be elected for a one-year term, which will expire at the 2018 annual meeting of Shareholders.
4.
Appoint the Company’s independent auditor and authorize the Board to set the auditor’s pay
The Board, on the recommendation of the Audit Committee, is recommending that PwC be reappointed as the independent auditor to serve until the 2018 annual meeting of Shareholders. PwC has been our auditor since 1998.
You will also be asked to authorize the Board to set the auditor’s pay for 2017.
5.
Advisory Vote on Executive Compensation
After monitoring recent developments and emerging trends in the practice of holding advisory votes on executive compensation (commonly referred to as “ Say on Pay ”), the Board has determined to provide Shareholders with an annual non-binding “Say on Pay” advisory vote.
6.
Approval of the Company’s 2017 Share Compensation Plan
The Board is recommending that Shareholders approve an ordinary resolution to replace each of the Company’s current stock option plan (the “ Stock Option Plan ”), restricted share unit plan (the “ RSU Plan ”) and performance share unit plan (the “ PSU Plan ”) (collectively, the “ Prior Plans ”) with a new share compensation plan (the “ Share Compensation Plan ”) for the award of stock options (“ Options ”), restricted share units (“ RSUs ”) and performance share units (“ PSUs ”) to Eligible Persons. The Share Compensation Plan will allow for settlement of all awards with Common Shares issued from treasury, which provides an opportunity for Eligible Persons to maintain share ownership for longer periods, and provides consistent provisions across all three types of share-based award.
The complete text of the Share Compensation Plan Resolution is set forth in Schedule “A” to the Circular. Reference should be made to the description of the Share Compensation Plan set out in the Circular, and the full text of the Share Compensation Plan, which is attached as Schedule “C” to the Circular.
All capitalized terms used in this section of the Circular that are not defined have the meaning given to them in the Share Compensation Plan.

8


7.
Approval of the Name Change Resolution
The Board is recommending that Shareholders approve a special resolution to change the name of the Company to “SSR Mining Inc.” or such other name as the Board deems appropriate (the “ Name Change ”). The reason for the Name Change is to better reflect the Company's current operations.
The complete text of the Name Change Resolution is set forth in Schedule “B” to the Circular.
8.
Other business
We will consider other matters that properly come before the Meeting. As of the date of the Circular, we are not aware of any other items to be considered at the Meeting.
Quorum and Approval
We need a quorum of Shareholders to transact business. A quorum is two persons who are, or who represent by proxy, Shareholders who, in total, hold at least 33⅓% of the issued Common Shares entitled to vote at the Meeting.
We require a simple majority (50% plus 1) of the votes cast at the Meeting by Shareholders to approve all items of business at the Meeting, except for the Name Change. In order for the Name Change to be completed, the Name Change Resolution must be approved by at least two-thirds of the votes cast at the Meeting by Shareholders, present in person or by proxy.
The Board unanimously recommends that Shareholders vote FOR each of the foregoing resolutions at the Meeting.
Interest of Certain Persons in Matters to be Acted Upon
None of the following has a direct or indirect material interest, through beneficial ownership of securities or otherwise, in any item of business, other than the election of the directors or the appointment of the auditor:
our directors or officers, or any person who has held a similar position since January 1, 2016;
the nominees for director; or
any of their associates or affiliates.
Shares Outstanding and Principal Holders
Our authorized capital consists of an unlimited number of Common Shares without par value. We had a total of 119,435,842 Common Shares issued and outstanding at the close of business on March 20, 2017. We have no other classes of voting securities and we do not have any restricted securities.
Silver Standard is listed on two stock exchanges:
Toronto Stock Exchange (“ TSX ”) under the symbol SSO; and
Nasdaq Global Market (“ Nasdaq ”) under the symbol SSRI.

9


The following Shareholder beneficially owns, directly or indirectly, or exercises control or direction over, 10% or more of our outstanding Common Shares on the record date, according to the most recent early warning reports filed on SEDAR:
Van Eck Associates Corporation owns 22,103,079 Common Shares (18.51%).
We are not aware of any other Shareholders who beneficially own, directly or indirectly, or exercise control or direction over, 10% or more of our outstanding Common Shares.
Interests of Informed Persons in Material Transactions
We are not aware of any informed person or any nominee for director, or any associate or affiliate of the foregoing, who has a direct or indirect material interest in any transaction we entered into since January 1, 2016 or any proposed transaction, either of which will have a material effect on us or any of our subsidiaries.
An “informed person” means: (a) a director or executive officer of the Company; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction, directly or indirectly, over voting securities of the Company or a combination of both carrying more than 10% of the voting rights other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself, if it has purchased, redeemed or otherwise acquired any of its Common Shares and for so long as it holds any of its Common Shares.
DIRECTORS
Number of Directors
Our Board presently consists of eight directors and, due to the resignation of Mr. Tomsett from the Board at the conclusion of the Meeting, it is proposed to fix the number of directors for the following year at seven. The management proxy holders will vote for fixing the number of directors at seven, unless instructed otherwise.
Election of Directors
The Board has nominated seven individuals to stand for election as directors. All nominees are currently directors of the Company. Each elected director will serve for a one-year term which will expire at the 2018 annual meeting of Shareholders or until a successor is elected or appointed or if he or she otherwise ceases to be a director in accordance with the Articles of the Company or with the provisions of the British Columbia Business Corporations Act . Each of the nominated directors has confirmed his willingness to serve on the Board for the next year.
The Chair of the Board is independent and our committees are made up entirely of independent directors. All of the nominated directors are independent other than Mr. Paul Benson, who is the President and Chief Executive Officer of the Company.
The management proxy holders will vote for the election of the seven director nominees, unless instructed otherwise.

10


Majority Voting for Directors
Pursuant to the Board’s charter, each director must be elected by a majority (50% +1 vote) of the votes cast with respect to his or her election other than at a contested meeting. If a director is not elected by at least a majority, such director must immediately tender his or her resignation to the Board. The Board will determine whether or not to accept the resignation within 90 days after the date of the relevant security holders’ meeting. The Board will accept the resignation absent exceptional circumstances and the resignation will be effective when so accepted by the Board. A director who tenders his or her resignation pursuant to this provision will not participate in any meeting of the Board or any committee of the Board at which the resignation is considered.
Diversity
Our Corporate Governance and Nominating Committee (the “ CGN Committee ”) has responsibility for recommending to the Board the nominees for election as directors at the annual Shareholders’ meeting. As part of this process, the CGN Committee annually assesses the Board skills and experience necessary to provide effective oversight for the achievement by management of the Company’s strategic objectives.
In discharging its nominating duties, the CGN Committee recognizes that consideration of diversity along with, but not paramount to, consideration of the necessary competencies and skills required to achieve strategic objectives will enhance the quality of the Board’s performance. Although the Board has not approved a target for gender diversity, the CGN Committee’s charter explicitly states that it will consider diversity on the Board from a broad perspective, including diversity of experience, skill, education, gender, age, length of service and national origin in the nominating process.
Gender diversity was a particular focus for the CGN Committee in the most recent director search process, along with the need to recruit a director with financial skills and operational experience. This search resulted in the appointment of Ms. Beverlee Park to the Board. The Company also recognizes the need to promote gender diversity within the executive team, and the seven member executive team includes Ms. Kelly Stark-Anderson as Vice President, Legal and Corporate Secretary and Ms. Nadine Block as Vice President, Human Resources.
The CGN Committee has determined that the each of the director nominees possess the competencies set out in the table below which are necessary for the Board to effectively fulfill its oversight responsibilities:
Board Competency Needs
Michael Anglin
Paul Benson
Brian Booth
Gustavo Herrero
Beverlee Park
Richard Paterson
Steven Reid
Strategic Leadership and Risk Management – Experience driving strategic direction and growth of an organization and assessment and management of risk
ü
ü
ü
ü
ü
ü
ü
International – Experience working in one or more international jurisdictions
ü
ü
ü
ü
 
ü
ü
Corporate Finance – Experience in corporate lending/borrowing and public markets transactions
 
ü
ü
ü
ü
ü
 

11


Board Competency Needs
Michael Anglin
Paul Benson
Brian Booth
Gustavo Herrero
Beverlee Park
Richard Paterson
Steven Reid
Operations and General Management – Production, exploration and/or development experience with a leading mining or resource company; senior level general management/CEO experience in a major mining or industrial company
ü
ü
ü
ü
ü
 
ü
Industry Knowledge – Exploration, development or operating knowledge or experience in the mining industry
ü
ü
ü
 
 
 
ü
Human Resources – Strong understanding of compensation, benefit and pension programs, with specific expertise in executive compensation programs
ü
ü
ü
ü
ü
ü
ü
Mergers & Acquisitions – Experience in significant mergers and acquisitions and/or investment banking
ü
ü
ü
ü
ü
ü
ü
Financial Literacy – Experience in financial accounting and reporting, and corporate finance (familiarity with internal financial controls, Canadian or U.S. GAAP, and/or IFRS)
ü
ü
ü
ü
ü
ü
ü
Information Technology – Experience in information technology with major implementations of management systems
ü
 
ü
 
ü
ü
ü
Safety, Health, Environment and Community Relations – Strong understanding of the requirements and leading practices of workplace safety, health, environment and community relations, including the requirements needed for a strong safety culture, environmental stewardship, and effective working relationships with communities and mining regulators
ü
ü
ü
ü
ü
ü
ü
Government Relations – Experience in, or strong understanding of, the workings of government and public policy in the jurisdictions in which the Company operates
ü
ü
ü
ü
 
 
 
Governance/Board – Experience as a board member of a major organization
ü
ü
ü
ü
ü
ü
ü
Term Limits and Retirement Policy
There are no term limits for directors and the Board has not approved a retirement policy for directors at this time. The Board believes its evaluation and director nominating processes are robust and ensure the appropriate Board renewal to support achievement of the Company’s strategy without sacrificing the experience of contributing directors. The average board tenure for our directors is 4.9 years and our longest serving director is Mr. Tomsett who was appointed as a director in November 2006 and will be resigning from the Board at the conclusion of the Meeting.

12


Information about Director Nominees
The following charts provide information on the seven director nominees. Included in these charts is: (a) information relating to the nominees’ province or state and country of residence; (b) the period or periods during which each has served as a director; (c) their membership on committees of the Board; (d) other public board memberships held; (e) Board and committee meeting attendance in the 12 months ended December 31, 2016; (f) their present principal occupation and principal occupations held in the last five years; (g) their current equity ownership consisting of Common Shares beneficially owned, directly or indirectly, or controlled or directed and deferred share units (“ DSUs ”) credited to each nominee; and (h) whether the nominee meets the requirements of our share ownership guidelines.
On March 1, 2014, the Board, on the recommendation of the CGN Committee, approved director share ownership guidelines. Directors are required to acquire Common Shares and/or DSUs equivalent in value to three times the sum of: (i) the annual director retainer (or, in the case of the Chair, the annual chair retainer); and (ii) the annual DSU award, to be achieved by the later of (A) March 1, 2018, and (B) the date that is five years from the date the applicable director is appointed or elected as a director of the Company. The value of the Common Shares and/or DSUs owned by a director will be determined by the greater of the acquisition cost and the market value, determined based on the 30-day volume weighted average trading price (“ VWAP ”) of the Common Shares on the TSX (or any other stock exchange on which a majority of the volume of trading of the Common Shares has occurred) on the day immediately preceding the applicable date.
The Board has approved a director compensation structure whereby individual directors (other than Paul Benson, our President and CEO) receive an annual DSU grant of C$80,000 (and in the case of the Chair, C$140,000) in order to align their interests with those of Shareholders in the creation of long-term value. Directors may also elect to receive their annual retainers in DSUs instead of cash. DSUs are redeemed for cash in an amount equal to the aggregate number of DSUs that have been credited to the account of that director multiplied by the market price of the Common Shares at the time the director leaves the Board. See “ Director Compensation ” on page 71 .

13



A.E. Michael Anglin
CIRCULAR2017FINALIMAGE3.JPG  
Berkeley
California, USA
Age: 61
Director Since:
August 7, 2008
Independent
2016 Vote Result:
For: 98.69%
Withheld: 1.31%

Mr. Anglin is the Chair of our Safety and Sustainability Committee and a member of our Compensation Committee. Mr. Anglin graduated with a Bachelor of Science (Honours) degree in Mining Engineering from the Royal School of Mines, Imperial College, London in 1977 and attained a Master of Science degree from the Imperial College in London in 1985. Mr. Anglin spent 22 years with BHP Billiton, most recently serving as Vice President Operations and Chief Operating Officer of the Base Metals Group based in Santiago, Chile, before retiring in 2008.
Other Public Company Directorships
None
2016 Board/Committee Membership and Attendance
Board
Compensation
Safety and Sustainability
11 of 11
6 of 6
4 of 4
100%
100%
100%
Common Shares and DSUs (as at March 22, 2017)
Common Shares
DSUs
Total of Common Shares and DSUs
Market Value of Common Shares and DSUs (1)
10,000
99,751
109,751
C$1,595,780
Minimum Value Required
Meets Share Ownership Guidelines
C$375,000
Yes
(1)
Calculated using the 30-day VWAP of our Common Shares on the TSX on March 22, 2017 (C$14.54).

14



Paul Benson
PAULBENSONFINALIMAGE.JPG
Vancouver,
British Columbia, Canada
Age: 54
Director Since:
August 1, 2015
Not Independent
2016 Vote Result:
For: 98.94%
Withheld: 1.06%  
Mr. Benson joined Silver Standard as President and Chief Executive Officer on August 1, 2015 and is a member of our Board. He brings to the Company 30 years of experience in various technical and business capacities. Most recently, Mr. Benson was CEO and Managing Director of Troy Resources Limited. Prior to that, for 20 years he held a number of executive and operating roles in Australia and overseas with BHP Billiton, Rio Tinto, and Renison Goldfields. Mr. Benson holds a Bachelor of Science in Geology and Exploration Geophysics and a Bachelor of Engineering in Mining, both from the University of Sydney. He also earned a Graduate Diploma in Applied Finance and Investment from the Securities Institute of Australia and a Sloan Masters of Science in Management from the London Business School.
Other Public Company Directorships
None
2016 Board/Committee Membership and Attendance
Board
11 of 11
100%
Options, Common Shares and PSUs (as at March 22, 2017) (1)
Options
Common Shares
PSUs
639,084
49,624
135,650
Minimum Value Required (2)
Meets Share Ownership Guidelines (2)
N/A
N/A
(1)
As President and Chief Executive Officer, Mr. Benson does not receive directors’ compensation, including DSUs.
(2)
Mr. Benson is subject to the Company’s shareholder guidelines for certain of its executive officers as discussed further in “ Executive Compensation Discussion and Analysis – Share Ownership Guidelines ” on page 53 .

15



Brian R. Booth
CIRCULAR2017FINALIMAGE5.JPG
West Vancouver,
British Columbia, Canada
Age: 57
Director Since:  
May 31, 2016
Independent
2016 Vote Result:
N/A
Mr. Booth has been a member of our Board since May 2016 and is a member of our Compensation and Safety and Sustainability Committees. He is also the President, CEO and a director of Pembrook Copper Corp., a private mining exploration company and has served as a director on numerous public and private mining companies for over 10 years. Prior to joining Pembrook, he was President, CEO and a director of Lake Shore Gold Corp. and previous to that held various exploration management positions at Inco Limited over a 23 year career, including Manager of Exploration - North America and Europe, Manager of Global Nickel Exploration and Managing Director PT Ingold for Australasia. Mr. Booth holds a B.Sc. in Geological Sciences from McGill University (1983) and was awarded an honorary lifetime membership in the Indonesian Mining Association for service as Assistant Chairman of the Professional Division.
Other Public Company Directorships
None
2016 Board/Committee Membership and Attendance (1)
Board
Compensation
Safety and Sustainability
4 of 4
3 of 3
2 of 2
100%
100%
100%
Common Shares and DSUs (as at March 22, 2017)
Common Shares
DSUs
Total of Common Shares and DSUs
Market Value of Common Shares and DSUs (2)
23,724
5,180
28,904
C$420,264
Minimum Value Required
Meets Share Ownership Guidelines
C$375,000
Yes
(1)
Mr. Booth joined the Compensation and Safety and Sustainability Committees on of May 31, 2016.
(2)
Calculated using the 30-day VWAP of our Common Shares on the TSX on March 22, 2017 (C$14.54).

16



Gustavo A. Herrero
CIRCULAR2017FINALIMAGE6.JPG
Buenos Aires, Argentina
Age: 69
Director Since:
January 8, 2013
Independent
2016 Vote Result:
For: 98.81%
Withheld: 1.19%

Mr. Herrero was appointed to our Board in January 2013 and is the Chair of our Corporate Governance and Nominating Committee. He serves on our Audit Committee and during part of 2016 he also served as a member of our Compensation Committee. He is a resident of Buenos Aires, Argentina, and was the Executive Director of the Harvard Business School Latin America Research Center (LARC) until December 31, 2013, at which time he retired from that position and currently serves on the Harvard Business School Latin American Advisory Board and on the Advisory Committee of Harvard University’s David Rockefeller Center for Latin American Studies. Prior to joining the LARC in 1999, he was the CEO of IVA S.A., Argentina's largest wool textile mill, and of Zucamor S.A./Papel Misionero S.A., Argentina's leading paper and packaging manufacturer. Mr. Herrero serves on the board of directors of Zucamor S.A. in Buenos Aires, of Tyrus Capital in Monte-Carlo and of Mobile Financial Services Holding, a joint venture of Telefonica International and MasterCard, in Brussels. He also sits on the advisory boards of the Centro de Implementación de Políticas Públicas para la Equidad y el Crecimiento (CIPPEC) and the Fundación Red de Acción Política (RAP), both non-governmental organizations in Argentina. Mr. Herrero holds an MBA from Harvard Business School, where he was a Fulbright Scholar, and a degree of Licenciado en Administración de Empresas from the Universidad Argentina de la Empresa.
Other Public Company Directorships
None
2016 Board/Committee Membership   and Attendance (1)
Board
Audit
Corporate Governance and Nominating
Compensation
11 of 11
5 of 5
3 of 3
3 of 3
100%
100%
100%
100%
Common Shares and DSUs (as at March 22, 2017)
Common Shares
DSUs
Total of Common Shares and DSUs
Market Value of Common Shares and DSUs (2)
Nil
71,522
71,522
C$1,039,930
Minimum Value Required
Meets Share Ownership Guidelines
C$375,000
Yes
(1)
Mr. Herrero stepped off the Compensation Committee as of May 31, 2016.
(2)
Calculated using the 30-day VWAP of our Common Shares on the TSX on March 22, 2017 (C$14.54).





17



Beverlee F. Park
CIRCULAR2017FINALIMAGE7.JPG
West Vancouver, British Columbia, Canada
Age: 55
Director Since:
May 20, 2014
Independent
2016 Vote Result:
For: 98.93%
Withheld: 1.07%
Ms. Park has been a member of our Board since May 2014 and is a member of our Safety and Sustainability and Audit Committees, and is one of our Audit Committee financial experts. Ms. Park graduated with a Bachelor of Commerce (Distinction) from McGill University. She is an FCPA/FCA and has a Masters of Business Administration from the Simon Fraser University Executive program. Ms. Park spent 17 years with TimberWest Forest Corp. (“TimberWest”), most recently serving as its Chief Operating Officer before retiring in 2013. Prior to becoming Chief Operating Officer, Ms. Park also held the positions of Executive Vice President and Chief Financial Officer at TimberWest, as well as President, Couverdon Real Estate (TimberWest’s land development division).
Other Public Company Directorships
Teekay LNG Partners
TransAlta Corporation
2016 Board/Committee Membership and Attendance
Board
Audit
Safety and Sustainability
11 of 11
5 of 5
4 of 4
100%
100%
100%
Common Shares and DSUs (as at March 22, 2017)
Common Shares
DSUs
Total of Common Shares and DSUs
Market Value of Common Shares and DSUs (1)
5,790
42,184
47,974
C$697,542
Minimum Value Required
Meets Share Ownership Guidelines
C$375,000
Yes
(1)
Calculated using the 30-day VWAP of our Common Shares on the TSX on March 22, 2017 (C$14.54).

18



Richard D. Paterson
CIRCULAR2017FINALIMAGE8.JPG
Hillsborough,
California, USA
Age: 74
Director Since:
August 7, 2008
Independent
2016 Vote Result:
For: 98.70%
Withheld: 1.30%

Mr. Paterson is the Chair of our Audit Committee and is one of our Audit Committee financial experts. He also serves on our Corporate Governance and Nominating Committee. Mr. Paterson graduated from Concordia University, Montreal with a Bachelor of Commerce degree in 1964. Mr. Paterson has been a Managing Director of Genstar Capital, a private equity firm specializing in leveraged buyouts, since 1988. He retired from Genstar Capital at the end of 2016. Before founding Genstar Capital, Mr. Paterson served as Senior Vice President and Chief Financial Officer of Genstar Corporation, a NYSE-listed company, where he was responsible for finance, tax, information systems and public reporting.
Other Public Company Directorships
None
2016 Board/Committee Membership and Attendance
Board
Audit
Corporate Governance and Nominating
10 of 11
5 of 5
3 of 3
91%
100%
100%
Common Shares and DSUs (as at March 22, 2017)
Common Shares
DSUs
Total of Common Shares and DSUs
Market Value of Common Shares and DSUs (1)
7,500
104,751
112,251
C$1,632,130
Minimum Value Required
Meets Share Ownership Guidelines
C$375,000
Yes
(1)
Calculated using the 30-day VWAP of our Common Shares on the TSX on March 22, 2017 (C$14.54).









19



Steven P. Reid
CIRCULAR2017FINALIMAGE9.JPG
Calgary,
Alberta, Canada
Age: 61
Director Since:
January 8, 2013
Independent
2016 Vote Result:
For: 98.96%
Withheld: 1.04%
Mr. Reid serves as the Chair of the Compensation Committee and as a member of our Safety and Sustainability Committee. He has over 40 years of international business experience, including senior leadership roles in several countries. He held the position of Chief Operating Officer of Goldcorp Inc. (“Goldcorp”) from January 2007 until his retirement in September 2012. He also served Goldcorp as Executive Vice President, Canada and USA. Prior to joining Goldcorp, Mr. Reid spent 13 years at Placer Dome Inc. in numerous corporate, mine management and operating roles, including Country Manager for Canadian operations. Mr. Reid has also held leadership positions at Kingsgate Consolidated and Newcrest Mining Limited, where he was responsible for running operations throughout Asia and Australia. Mr. Reid holds a Bachelor of Science degree in Mineral Engineering from the South Australian Institute of Technology and a TRIUM Global Executive MBA.
Other Public Company Directorships
Eldorado Gold Corporation
Gold Fields Limited
2016 Board/Committee Membership and Attendance
Board
Compensation
Safety and Sustainability
11 of 11
6 of 6
4 of 4
100%
100%
100%
Common Shares and DSUs (as at March 22, 2017)
Common Shares
DSUs
Total of Common Shares and DSUs
Market Value of Common Shares and DSUs (1)
Nil
53,173
53,173
C$773,135
Minimum Value Required
Meets Share Ownership Guidelines
C$375,000
Yes
(1)
Calculated using the 30-day VWAP of our Common Shares on the TSX on March 22, 2017 (C$14.54).

20


Cease trade orders, bankruptcies, penalties and sanctions
To the best of our knowledge, except, as disclosed below, none of the proposed directors is, or has been within the last ten years, a director or executive officer of any company that, while that person was acting in that capacity:
was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or
was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or
within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
Mr. Paterson was a director of a private company, Propex Inc. which filed for bankruptcy protection under Chapter 11 of the US Bankruptcy Code in 2008.
Mr. Anglin was a director of EmberClear Corp. (“ EmberClear ”) until September 8, 2014. EmberClear was the subject of cease trade orders issued by each of the Alberta Securities Commission, British Columbia Securities Commission and Ontario Securities Commission on October 30, 2014, November 5, 2014 and November 17, 2014, respectively. The cease trade orders were issued due to EmberClear’s failure to file annual audited financial statements for the year ended June 30, 2014 and the related management’s discussion and analysis. The cease trade orders against EmberClear were revoked in January 2015.
To the best of our knowledge, none of the proposed directors have, within the last ten years:
become bankrupt; or
made a proposal under any legislation relating to bankruptcy or insolvency; or
become subject to or instituted any proceedings, arrangement or compromise with creditors; or
had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.
To the best of our knowledge, none of the proposed directors have been subject to any penalties or sanctions imposed by a court or regulatory body, or have entered into a settlement agreement with any securities regulatory authority.
APPOINTMENT AND REMUNERATION OF THE AUDITOR
At the Meeting, Shareholders will be asked to approve the appointment of PwC as the independent auditor of the Company to hold office until the 2018 annual meeting of Shareholders with remuneration to be approved by the Board. PwC has been our independent auditor since 1998.

21


For a description of fees paid to PwC in 2015 and 2016, please refer to our Annual Information Form filed on SEDAR at www.sedar.com and filed on EDGAR (www.sec.gov/edgar.shtml) as our Annual Report on Form 40-F.
The management proxy holders will vote for the appointment of PwC as the Company’s independent auditor to hold office until the 2018 annual meeting of Shareholders with remuneration to be approved by the Board, unless instructed otherwise.
ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Company endorses a “pay for performance” approach for executive compensation in order to reinforce the linkages between compensation and the Company’s strategic objectives and risk management processes. We believe that a “pay for performance” philosophy achieves the goal of attracting and retaining talented executives by rewarding behaviors that reinforce the Company’s values while also delivering on its corporate objectives, thereby aligning executives’ interests with those of our Shareholders. A detailed discussion of our executive compensation program is provided in “ Executive Compensation Discussion and Analysis ” beginning on page 37 .
After monitoring recent developments and emerging trends in the practice of holding advisory votes on executive compensation (commonly referred to as “Say on Pay”), the Board determined in 2016 to provide Shareholders with an annual non-binding “Say on Pay” advisory vote. The purpose of the “Say on Pay” advisory vote is to give Shareholders a formal opportunity to provide their views on the disclosed objectives of the executive compensation plans, and on the plans themselves, by voting on the following resolution:
RESOLVED , on an advisory basis, and not to diminish the role and responsibilities of the board of directors of the Company, that the shareholders accept the approach to executive compensation disclosed in the management proxy circular delivered in advance of the 2017 annual and special meeting of the shareholders of the Company.”
As this is an advisory vote, the results will not be binding upon the Board. However, the Board will take the results of the vote into account, as appropriate, when considering future compensation policies, procedures and decisions and in determining whether there is a need to significantly increase its engagement with Shareholders on compensation and related matters. The Company will disclose the results of the Shareholder advisory vote as a part of its report on voting results for the Meeting.
The Board unanimously recommends that the Shareholders vote FOR the approach to executive compensation as described in the Circular. Unless instructed otherwise, the persons named in the form of proxy will vote FOR the approach to executive compensation as described and set forth in the Circular.
APPROVAL OF 2017 SHARE COMPENSATION PLAN
All capitalized terms used in this section of the Circular that are not defined have the meaning given to them in the Share Compensation Plan attached to this Circular as Schedule “C”.

22


Background
The Company has a Stock Option Plan, RSU Plan and PSU Plan. The RSU Plan and the PSU Plan only allow awards to be settled with cash or Common Shares purchased on the market. The Company is proposing to replace the Prior Plans with the Share Compensation Plan, which will allow for settlement of all awards with Common Shares issued from treasury and which provides consistent provisions across all three types of share-based award.
The Share Compensation Plan provides participants with the opportunity to acquire an equity interest in the Company through:
RSUs that vest primarily based on a requirement that an individual remains eligible as an Employee or Service Provider for a specified period of time;
PSUs that vest upon the satisfaction of criteria tied to the performance of the Company over a specified period of time; and
Options that, once vested, provide rights to acquire our Common Shares upon payment of an exercise price.
If the Share Compensation Plan is approved by Shareholders at the Meeting, the Prior Plans will continue to apply to awards that are outstanding to the date of approval; however, the Company will not issue any new awards under the Prior Plans. In particular, awards issued under the RSU Plan and the PSU Plan will only be settled with cash or Common Shares purchased in the market.
If the Share Compensation Plan is not approved by Shareholders at the Meeting, the RSU Plan and PSU Plan will continue and the current Stock Option Plan will expire at the close of the Meeting. Thereafter, the Company will not have the ability to grant Options until the Shareholders (and any applicable regulatory authorities) approve a new stock option plan. If the Stock Option Plan expires, Options previously granted under the Stock Option Plan will remain valid and will be subject to the terms of the Stock Option Plan, but will not be available for re-grant upon the expiration, cancellation or termination of such Options.
A copy of the Share Compensation Plan is attached to the Circular as Schedule “C” and, if approved by Shareholders, will be filed on SEDAR under the Company’s profile at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml. The description of the Share Compensation Plan below does not address the provisions applicable to participants who are U.S. citizens or U.S. residents.
Purpose of the Share Compensation Plan and Participants
The purpose of the Share Compensation Plan is to advance the interests of the Company and Shareholders by attracting, retaining and motivating the performance of Eligible Persons of high caliber and potential upon whose judgement, initiative and effort the Company depends for the successful conduct of its business. The Share Compensation Plan aligns the long-term compensation of Eligible Persons with Company performance and encourages Eligible Persons to acquire and retain an equity interest in the Company.
Any Employee or Service Provider of the Company or a Related Entity will be eligible to participate in the Share Compensation Plan. Non-employee directors are not eligible to participate in the Share Compensation Plan.

23


Administration of the Share Compensation Plan
The Share Compensation Plan will be administered by the Board, taking into consideration any recommendations from the Compensation Committee. Subject to the provisions of the Share Compensation Plan, applicable laws and any approvals required of any regulatory authorities, the Board has the power and authority to administer and implement the Share Compensation Plan, including determining the types and number of Awards to be granted and the terms of such Awards. Furthermore, except as otherwise specified in the Share Compensation Plan, all determinations and interpretations under the Share Compensation Plan or any Award are within the sole discretion of the Board. Subject to certain restrictions, the Board may delegate to the Compensation Committee or any director, officer or employee of the Company duties and powers of the Board relating to the Share Compensation Plan.
Number of Common Shares Available for Issuance under the Share Compensation Plan
The number of Common Shares available for issuance under the Share Compensation Plan, together with all of the Company’s other plans that provide for the issuance from treasury of Common Shares (collectively, the “ Aggregate Plans ”), will be limited to 6.5% of the Company’s issued and outstanding Common Shares from time to time (i.e., on a “rolling” basis). As of December 31, 2016, the Company had 119,401,795 Common Shares issued and outstanding and 3,038,707 Options outstanding under the Stock Option Plan, and Common Shares reserved for issuance under such Options equal 2.55% of the issued and outstanding Common Shares.
Restrictions on the Award of RSUs and PSUs and Grant of Options
Certain restrictions on the award of RSUs and PSUs and the grant of Options, apply as follows:
i.
the total number of Common Shares that may be issued pursuant to RSUs and PSUs will be limited to 2% of the issued and outstanding Common Shares from time to time, and no RSUs or PSUs may be granted if such grant would have the effect of causing the total number of Common Shares issuable in respect of RSUs and PSUs to exceed such number;
ii.
the total number of Common Shares reserved for issuance to any one person under the Aggregate Plans in any one year cannot exceed 5% of the Common Shares issued and outstanding; and
iii.
the total number of Common Shares (A) issuable to Insiders and (B) issued to Insiders within any one year, pursuant to the Aggregate Plans, will not exceed 5% of the Common Shares issued and outstanding (excluding Common Shares issued pursuant to an entitlement granted prior to the person becoming an Insider).
Options
(a)
Mechanics for Options
Options may be exercised for Common Shares issued from treasury once the vesting criteria have been satisfied and upon payment of the exercise price. Alternatively, Option holders may elect a “cashless” exercise of Options, instead of paying the exercise price.

24


A holder that chooses a “cashless” exercise will receive the number of Common Shares equal to: (i) the difference between (A) the difference between the Cashless Exercise Sale Price and the Exercise Price, multiplied by the number of Common Shares in respect of which the Option would otherwise be exercised upon payment of the aggregate Exercise Price and (B) all applicable fees incurred by the Company in connection with the cashless exercise; divided by (ii) the Cashless Exercise Sale Price. If a holder chooses a “cashless” exercise, the Company may, instead of issuing Common Shares, pay the amount of money calculated in clause (i).
(b)
Exercise Price and Expiry Date
The Board will determine the exercise price and expiry date of each Option, provided that the exercise price will not be less than the greater of the: (i) five day VWAP of the Common Shares on the TSX (or any other stock exchange on which a majority of the volume of trading of the Common Shares has occurred) on the trading day immediately before the grant date; and (ii) closing trading price of the Common Shares on the TSX (or any other stock exchange on which a majority of the volume of trading of the Common Shares has occurred) on the last trading day immediately before the grant date. No Option will be exercisable after seven years from grant date, subject to item (e) below regarding blackout periods.
(c)
Vesting Provisions
The Board will determine the vesting criteria applicable to Options. Generally, one-third of the Options will vest on each of the first, second and third anniversaries of the grant date, subject to the holder continuing to be an Eligible Person. Subject to certain considerations (see “ Options – Ceasing to be an Eligible Person ” below), if the holder ceases to be an Eligible Person, only Options that are vested and exercisable as of the Termination Date may be exercised by the holder, and must be exercised during the period ending on the earlier of: (i) thirty days after the Termination Date; and (ii) the original expiry date, after which period the Options expire.
(d)
Ceasing to be an Eligible Person
The following vesting and exercise provisions apply when a holder ceases to be an Eligible Person as a result of:
i.
any circumstance other than those described in paragraphs ii to v below: Options that are vested and exercisable as of the Termination Date may be exercised by the holder and until the earlier of (A) thirty days after the Termination Date and (B) the original expiry date of the Options, after which the Options will expire. Any Options that are unvested as of the Termination Date will terminate on the Termination Date;
ii.
being terminated for Cause or the holder’s contract as a Service Provider being terminated before its normal termination date for Cause, including where a holder resigns or terminates a contract as a Service Provider after being requested to do so by the Company or a Related Entity as an alternative to being terminated for Cause: all Options held by such holder will terminate on the Termination Date;
iii.
being terminated without Cause or the participant’s contract as a Service Provider being terminated prior to the expiry of its term without Cause (and such termination is not in connection with a Change of Control, see “ Change of Control below ): a portion of the participant’s unvested Options will immediately vest such that the pro rata portion of all Options granted to the participant (including those that have already vested), based on the

25


number of months completed from the date of grant of the Options divided by the number of months from the date of grant until the latest vesting date of the Options, are vested immediately prior to the Termination Date. All vested Options as of the Termination Date may be exercised until the earlier of (A) ninety days after the Termination Date and (B) the original expiry date of such Option;
iv.
death or a participant’s contract as a Service Provider is frustrated before its normal termination date due to death: unvested Options immediately vest on the Termination Date and will be exercisable until the earlier of (A) twelve months after the Termination Date and (B) the original expiry date of such Option; and
v.
a Disability or Retirement or a participant’s contract as a Service Provider is frustrated before its normal termination date due to a Disability: unvested Options will continue to vest for a period of three years from the Termination Date. Vested Options, including those that vest after the Termination Date, may be exercised until the earlier of (A) three years after the Termination Date and (B) the original expiry date of such Options.
(e)
Blackout Period
If the term of an Option expires on a date that falls within a blackout period or within nine business days following the end of a blackout period, the expiry date will be automatically extended to the tenth business day after the end of the blackout period.
Restricted Share Units and Performance Share Units
(a)
Mechanics for RSUs and PSUs
RSUs and PSUs will be credited to an account set up for each participant. Participants can choose to redeem vested RSUs and PSUs at any time before the expiry date and the Company must redeem the RSUs and PSUs within fifteen business days of the redemption date elected by the participant. If a participant does not elect a redemption date then the vested RSUs and PSUs will be redeemed on their expiry date.
A participant may require that the Company redeem the RSUs and PSUs with Common Shares issued from treasury. If the participant does not make such election, the Company may redeem the RSUs and PSUs by: (i) paying a cash amount equal to the Market Price of the vested RSUs and PSUs on the redemption date; (ii) issuing such number of Common Shares as is equal to the number of vested RSUs or PSUs; or (iii) purchasing such number of Common Shares as is equal to the number of vested RSUs or PSUs in the market and delivering them to the participant.
If dividends are declared on Common Shares, the holder of RSUs and PSUs will be entitled to receive dividend equivalents on the RSUs and PSUs. The dividend equivalents will be converted into the number of additional RSUs or PSUs calculated by dividing (i) the cash dividend that would have been paid to such participant if the RSUs and PSUs had been Common Shares by (ii) the Closing Price on the trading day immediately preceding the date on which the Common Shares began to trade on an ex-dividend basis. These additional RSUs and PSUs vest on the same terms as conditions as the RSUs and PSUs in respect of which they were credited.

26


(b)
Expiry Date – RSUs and PSUs
The Board will determine the expiry date of RSU and PSU awards, provided that such date may not be later than ten years from the grant date.
(c)
Vesting Provisions – RSUs
The Board will determine the vesting criteria applicable to the RSUs. Generally, one-third of the awarded RSUs will vest on each of the first, second and third anniversaries of the date of grant, subject to the participant continuing to be an Eligible Person.
(d)
Performance Period, Target Milestones and Vesting Provisions – PSUs
The Board will determine the Performance Period for PSUs. Generally, the Performance Period will be 36 months commencing on the 1st day of January and ending on the 31st day of December. The Target Milestones for each Performance Period will be determined by the Board based on measurable performance criteria and are expected to be determined in accordance with the criteria set forth in Schedule “A” of the Share Compensation Plan, which is consistent with the Target Milestones established under the Company’s current PSU Plan (as described in “ Executive Compensation Discussion and Analysis – Components of Compensation – Long-term incentive compensation – Performance Share Units ” on page 51 ) . Unless otherwise determined by the Board, the number of PSUs that will vest is calculated by multiplying the aggregate number of PSUs granted by the percentage between 0 and 200 assigned to the performance achievement of the Target Milestones, subject to the participant continuing to be an Eligible Person.
(e)
Ceasing to be an Eligible Person
A participant’s vested and unvested RSUs and PSUs will be subject to the following vesting and redemption provisions if the participant ceases to be an Eligible Person as a result of:
i.
any circumstance other than those described in paragraphs ii to v below: all vested RSUs and PSUs will be redeemed immediately and all unvested RSUs and PSUs will be forfeited as of the Termination Date;
ii.
being terminated for Cause or the participant’s contract as a Service Provider being terminated before its normal termination date for Cause, including where a participant resigns from his or her employment or terminates a contract as a Service Provider after being requested to do so by the Company or a Related Entity as an alternative to being terminated for Cause: all vested and unvested RSUs and PSUs held by such participant will be forfeited on the Termination Date;
iii.
being terminated without Cause or the participant’s contract as a Service Provider being terminated prior to the expiry of its term without Cause (and not in connection with a Change of Control, see “ Change of Control below ):
a.
a portion of the participant’s unvested RSUs will immediately vest such that the pro rata portion of all RSUs granted to the participant (including those that have already vested), based on the number of months completed from the date of grant of the RSUs divided by the number of months from the grant date until the latest vesting date of the RSUs, are vested immediately prior to the Termination Date. All vested RSUs as of the

27


Termination Date will be redeemed immediately and all unvested RSUs as of the Termination Date will be forfeited; and
b.
a pro rata portion of the participant’s unvested PSUs will vest based on the number of months completed from the first day of the Performance Period divided by the total number of months in the Performance Period. The Performance Percentage will be determined at the end of the Performance Period using the same factors as if the participant had remained an Eligible Person. All vested PSUs will be redeemed immediately after the last day of the Performance Period and all remaining unvested PSUs will be forfeited;
iv.
death or a Service Provider’s contract being frustrated before its normal termination date due to death: all unvested RSUs and PSUs will vest on the Termination Date and will immediately be redeemed. The Performance Percentage for such vested PSUs will be 100; and
v.
a Disability or Retirement or a Service Provider’s contract is frustrated before its normal termination date due to a Disability: all unvested RSUs and PSUs will continue to vest for a period of three years from the Termination Date. The expiry date for all vested RSUs and PSUs, including those that vest after the Termination Date, will be the earlier of (A) three years after the Termination Date and (B) the original expiry date of such RSUs or PSUs. The Performance Percentage will be determined at the end of the Performance Period using the same factors as if the participant had remained an Eligible Person.
(f)
Blackout Period
If the redemption date for vested RSUs or PSUs falls within a blackout period or within nine business days following the end of a blackout period, the redemption date will be automatically extended to the tenth business day after the end of the blackout period. If such RSUs or PSUs are to be redeemed for cash then the market price used to determine the redemption amount will be based on the VWAP of the Common Shares from and including the trading day immediately following the end of the blackout period up to and including the trading day immediately preceding the redemption date.
Change of Control
Upon the occurrence of a Change of Control:
i.
the Board may, in its discretion, immediately vest all unvested Options, RSUs and PSUs. If the Board accelerates the vesting of PSUs then the Performance Percentage for such vested PSUs will be between 100 and 200 per cent, as determined by the Board; and
ii.
if an Employee or Service Provider’s engagement is terminated within 12 months following the Change of Control for any reason other than resignation without Good Reason or termination for Cause:
a.
all unvested Options will immediately vest on the Termination Date and all vested Options as of the Termination Date may be exercised until the earlier of (A) twelve months after the Termination Date and (B) the original expiry date of such Option; and

28


b.
all unvested RSUs and PSUs will vest as of the Termination Date and immediately be redeemed. The Performance Percentage for such vested PSUs will be 100 per cent or, at the Board’s discretion, between 100 per cent and 200 per cent.
Upon a Change of Control, the Board may make additional determinations as it considers appropriate in the circumstances to ensure the fair treatment of participants.
Change of Control – Exercise to Participate in Transaction
Upon a take-over bid being made for the voting securities of the Company that would result in a Change of Control (or a transaction or series of transactions with similar effect), holders of Options, RSUs and PSUs may be entitled to exercise all of their Options and redeem all of their RSUs and PSUs for the purposes of participating in the take-over or such other transaction or series of transactions. If the Change of Control does not occur, then: (i) the participant is obligated to return the Common Shares (or the portion that are not taken up and paid for) to the Company for cancellation; (ii) the Options, RSUs or PSUs respecting such Common Shares will be deemed not to have been exercised or redeemed, as applicable; (iii) the Common Shares will be deemed not to have been issued; and (iv) the Company will refund to the participant the aggregate exercise price for the Common Shares (unless the participant elected a “cashless” exercise).
Transferability
Awards granted under the Share Compensation Plan are non-transferable and non-assignable, other than in cases of the death or incapability of the participant.
Amendment Provisions in the Share Compensation Plan
The Board may at any time suspend or terminate the Share Compensation Plan and:
i.
only to the extent approved by Shareholders, may make any amendment to any Award or the Share Compensation Plan that would:
a.
increase the number of Common Shares, or rolling maximum, reserved for issuance under the Shareholder Compensation Plan;
b.
increase the number of Common Shares, or rolling maximum, reserved for issuance for the award of “full-value awards”;
c.
reduce the exercise price under any Option or cancel any Option and replace such Option with Options having a lower exercise price per Common Share;
d.
extend the term of an Award beyond its original expiry time;
e.
permit an Award to be transferable or assignable to any person other than in accordance with the Share Compensation Plan;
f.
expand the scope of persons eligible to participate in the Share Compensation Plan to include non-employee directors; or
g.
amend the amendment provisions in the Share Compensation Plan; or

29


ii.
without the prior approval of Shareholders, may make any amendments to any Award or the Share Compensation Plan:
a.
of a clerical nature, including, but not limited to, the correction of grammatical or typographical errors or clarification of terms;
b.
that are necessary for Awards to qualify for favourable treatment under applicable tax laws;
c.
to reflect any requirements of any regulatory authorities to which the Company is subject, including any stock exchange;
d.
to any vesting provisions of an Award;
e.
to the expiration date of an Award that does not extend the term of an Award past the original date of expiration for such Award;
f.
which increase the exercise price of an Option;
g.
to the Target Milestones;
h.
to the Performance Periods;
i.
to expand the scope of persons eligible to participate in the Share Compensation Plan other than to non-employee directors;
j.
regarding the administration of the Share Compensation Plan; and
k.
necessary to suspend or terminate the Share Compensation Plan.
The Board may not make amendments that are materially adverse to, or that materially impair, the benefits and rights of any participant under any previously granted award (except: (i) with the consent of such participant; (ii) as permitted by the adjustment provisions of the Share Compensation Plan; or (iii) for the purpose of complying with the requirements of any regulatory authorities to which the Company is subject, including any stock exchange on which the securities of the Company are listed or posted for trading).
Proposed Resolution and Board’s Recommendation
The Board believes that the approval of the Share Compensation Plan is in the best interests of the Company and recommends that Shareholders vote FOR the Share Compensation Plan Resolution, substantially in the form set forth in Schedule “A” to the Circular, approving the Share Compensation Plan. Unless instructed otherwise, the persons named in the form of proxy will vote FOR the Share Compensation Plan Resolution.

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APPROVAL OF NAME CHANGE
At the Meeting, Shareholders will be asked to consider and, if thought advisable, to approve a special resolution, the full text of which is set forth in Schedule “B” to the Circular, to change the name of the Company from Silver Standard Resources Inc. to "SSR Mining Inc." or such other name as the Board deems appropriate. The Company is seeking to adopt the name “SSR Mining Inc.” to re-brand the Company as a result of its acquisition of the Marigold mine in Nevada, U.S. and the Seabee Gold Operation in Saskatchewan, Canada from being predominantly focused on the production of silver to the production of precious metals. The Company wishes to introduce this name to the mining and investment communities to better reflect the Company's current operations.
Subject to Shareholder and TSX approval of the Name Change, it is expected that the Common Shares will commence trading on the TSX and Nasdaq under the new name shortly after the Company completes all required filings, including the receipt by the TSX of the necessary documentation. The Board may determine not to implement the Name Change at any time after the Meeting and after receipt of necessary regulatory approvals, but prior to the issuance of a certificate of amendment, without further action on the part of the Shareholders. Following the completion of the Name Change, share certificates of "Silver Standard Resources Inc." will remain valid and Shareholders will not be required to surrender and exchange their share certificates for share certificates with the new name of the Company. The Name Change will not, by itself, affect any of the rights of Shareholders.
To be effective, the Name Change Resolution must be approved by at least two-thirds of the votes cast by Shareholders present in person or represented by proxy at the Meeting.
The Board believes that the approval of the Name Change Resolution is in the best interests of the Company and recommends that Shareholders vote FOR the Name Change Resolution, substantially in the form set forth in Schedule “B” to the Circular, approving the Name Change. Unless instructed otherwise, the persons named in the form of proxy will vote FOR the Name Change Resolution.


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REPORT ON EXECUTIVE COMPENSATION
Message to Shareholders
CIRCULAR2017FINAL_IMAGE10.JPG
On behalf of the Compensation Committee, I am pleased to share with you our approach to executive compensation for 2016 and provide additional information on how Silver Standard’s executives are paid and the basis for such decisions.
The following message highlights key aspects of our executive compensation program. A more detailed analysis discussion follows in “ Executive Compensation Discussion and Analysis ” beginning on page 37 .
COMPENSATION PHILOSOPHY
We operate in a highly competitive cyclical, capital intensive industry with a long-term outlook on building value for our Shareholders. Our executive compensation programs reinforce this through a heavy emphasis on long-term incentives. Our guiding principle of executive compensation is that an appropriate mix of fixed and variable compensation, short- and long-term incentives and risks and reward will motivate and focus executives to increase long-term Shareholder value.
Our share price performance is strongly influenced by changes in commodity prices, regardless of the operating performance of our business. As commodity markets are cyclical, we must manage effectively though the entire business cycle, not just during the highs or lows. Accordingly, it is important to incentivize executives during all parts of the cycle to continue the pursuit of excellence which drives long-term value for Shareholders.
We consider a variety of factors in setting executive compensation, including competitive market conditions, internal equity, scope of the role, current business challenges, longer-term performance and strategic objectives.
SILVER STANDARD COMPENSATION PRACTICES
WE DO:
ü
Provide Pay for Performance
75% of CEO’s total compensation is pay-at-risk
100% of the CEO’s short-term incentive is based on corporate performance
50% of CEO’s long-term incentive is performance-based through PSUs
PSU Plan awards are earned based on relative Total Shareholder Return (“ TSR ”)
Threshold (partial) PSU payouts require relative TSR performance at least at the 33 rd percentile as compared to the performance comparator group
ü
Have a robust clawback policy
ü
Have an anti-hedging policy and an Insider Trading Policy
ü
Have director and executive share ownership guidelines

32


ü
Require a double-trigger for NEO severance upon a change of control
ü
Mitigate undue risk in compensation programs
ü
Stress test variable compensation payouts against share price performance
ü
Promote retention with equity awards that vest over three years
ü
Have an independent Compensation Committee, with all members being independent directors
ü
Retain an independent compensation consultant that provides no other services to the Company (retained by Compensation Committee)
ü
Conduct an annual Say On Pay advisory vote
WE DO NOT:
X
Reprice underwater stock options
X
Pay dividends on unearned PSUs
X
Provide guaranteed bonuses
X
Provide tax gross-ups for perquisites
X
Grant Options to non-executive directors
COMMITMENT TO PAY FOR PERFORMANCE
Our executive compensation structure is performance-based, driven by the achievements of both the Company and the individual. We emphasize a “pay for performance” structure with a significant proportion of executive compensation at risk, in the form of performance-based short-term incentives, Options and PSUs.
Deferred vesting of equity-based compensation, share ownership requirements, strict rules prohibiting hedging, clawback provisions, caps on incentive payouts and a balanced scorecard to measure and assess performance all discourage excessive risk taking (see “ Executive Compensation Discussion and Analysis – Compensation Risk Management on page 45 for more detail).
COMPENSATION AND PERFORMANCE PEERS
The Compensation Committee uses two peer groups as part of its executive compensation process and these peer groups are reviewed annually for continued appropriateness.
The Compensation Committee assesses executive compensation levels using a group of comparator companies, known as the compensation comparator group . These publicly-traded mining companies are similar in profile and complexity, have similar market capitalization and are headquartered in the United States or Canada. These are the companies that Silver Standard competes with for executive talent.
As a significant component of our executive long-term incentive (“ LTI ”) is performance-based through PSUs, a TSR comparator group is used to assess achievement of our TSR compared to our peers. These publicly-traded precious metal mining companies are similar in revenue and market capitalization, have both operations and projects, and reflect our competition for investment dollars.

33


CIRCULAR2017FINALIMAGE113.JPG
2016 COMPANY PERFORMANCE
The Compensation Committee measures Silver Standard’s performance in absolute terms and relative (compared to other companies) terms as well as in short-term (annual) and long-term accomplishments. Short-term incentive (“ STI ”) awards are tied to the achievement of annual targets in the balanced scorecard (safety, operational, financial, environment, community support and growth) that contribute to long-term sustainable Shareholder value.
Long-term incentive awards are tied to absolute and relative measures, including relative TSR performance over a three-year period.
During the year, Silver Standard outperformed many of its peers as well as gold and silver prices due to the consistent delivery to plan at its mines, low cash costs that led to free cash flow generation, exploration success across the project portfolio, and strong support from Shareholders for its acquisition of Claude Resources.
2016 Company Performance Highlights:
Strong financial performance : Generated cash from operations of $170.7 million in 2016 and increased our cash position by $115.3 million to $327.1 million. Generated net earnings of $65.0 million or $0.63 per share and adjusted net earnings of $100.3 million or $0.97 per share.
Delivered on scale and margin : Record production of 393,325 gold equivalent ounces at cash costs of $653 and all-in sustaining costs of $923 per payable gold equivalent ounce sold for the full year 2016.
Completed the acquisition of Claude Resources : Purchase of Claude Resources Inc. completed on May 31, 2016, adding the Seabee Gold Operation, a high quality, free cash generating gold operation in Canada.
Increased Mineral Reserves at Marigold and Seabee : Successful exploration activities in 2016 increased gold Mineral Reserves at our Marigold mine by 31% to 2.84 million gold ounces and at the Seabee Gold Operation by 50% to 0.36 million gold ounces.
Favorable resolution with Canada Revenue Agency : Settled in our favour the Notice of Reassessment with the CRA, which resulted in the repayment of our deposit of $18.2 million plus accrued interest.
Created value from our portfolio : Completed the sale of the Parral properties in Mexico and the Diablillos project in Argentina for ~$8 million in retained equity and undiscounted future cash payments of $15 million.
KEY AREAS OF COMPENSATION FOCUS 2016
We regularly review our executive compensation programs to ensure they are aligned with creation of value for our Shareholders. We focus on performance relative to peer companies and against our business plans and strategy while maintaining good governance processes and practices. Within that context, we focused on the following in 2016:

34


The Compensation Committee worked throughout 2016 with Meridian Compensation Partners, our independent compensation consultant, to ensure alignment of our compensation structure with key drivers of financial performance and creation of Shareholder value;
We conducted an annual “pay for performance” analysis to assist Compensation Committee deliberations and confirm alignment with the compensation philosophy and Shareholder experience;
We increased executive salaries in 2016 by 2% in line with market adjustments for mining executives. The Board had not adjusted salaries in 2014 nor in 2015, other than limited exceptions to ensure market competitiveness; and
We held our first “Say on Pay” advisory vote as part of our Annual and Special Meeting in May 2016 and received a 96% approval result as noted in more detail under Say on Pay below.
2016 CEO COMPENSATION
Corporate performance remains the single biggest factor affecting the Board’s decision on pay for Silver Standard’s Chief Executive Officer (“ CEO ”) and other executives.
The CEO’s target compensation mix is 25% base salary and 75% at-risk compensation (25% STI and 50% LTI).
The LTI is awarded 50% as performance share units and 50% as stock options. Relative TSR is the performance metric in the PSU Plan due to its importance to Shareholders.
There was no change to the CEO’s base salary in 2016.
The CEO’s annual bonus for 2016 was US$627,114, reflecting the company’s solid performance (134%) on the STI targets.
The CEO’s total direct compensation in 2016 was US$2.07 million. This reflects solid corporate performance as assessed by the Compensation Committee.
CEO Realizable Pay Alignment
The Board’s aim is to pay executives for performance. Since a large portion of executive pay is provided in the form of equity compensation, the Compensation Committee believes it is important to note that total compensation for the Named Executive Officers (“ NEOs ”), as disclosed in “ Executive Compensation Discussion and Analysis – 2016 Compensation Results – Summary Compensation Table ” (page 54), includes the grant date value of Option- and Common Share-based compensation. As such, the total compensation disclosure does not reflect the fluctuations in value realizable by executives, which ultimately aligns our executive compensation with the Shareholder experience.
Consequently, we believe it is also important to assess performance against realizable pay , which reflects compensation elements set out in the Summary Compensation Table at the intrinsic value of compensation at a set point in time.
During 2016, the Compensation Committee compared relative performance against total realizable pay for CEOs for all of our comparator companies during the three-year period 2013-2015. The results in the chart below indicate strong alignment of our CEO’s realizable pay and the Company’s composite financial performance over the three-year period to December 31, 2015 relative to our compensation peers (see “ Executive Compensation Discussion and Analysis – Performance Analysis – Pay for Performance Alignment ” on page 39 for more details).

35


CIRCULAR2017FINALIMAGE12.JPG
“SAY ON PAY”
“Pay for performance” and alignment with Shareholders are two philosophies which have formed the foundation of our executive compensation practices. The Board believes in continually enhancing our corporate governance practices and values the Shareholder perspective. Accordingly, we provide Shareholders the opportunity to vote on the Company’s approach to executive compensation through an annual “Say on Pay” advisory vote.
At the Company’s last Annual and Special Meeting of Shareholders held on May 18, 2016, 96.49% of Shareholders who voted, voted in favour of the Company’s non-binding resolution on executive compensation.
CONCLUSION
At our upcoming Meeting, we encourage Shareholders to carefully consider the vote on the renewal of our employee equity-based plan. Our Share Compensation Plan is a rolling 6.5% plan which includes Options and introduces the ability to settle PSUs and RSUs in treasury shares. Treasury share settlement for PSUs and RSUs provides an opportunity for employees to maintain share ownership for longer periods.
The Compensation Committee is committed to working hard on behalf of the Board and overseeing all compensation matters in the best interest of Silver Standard and its Shareholders. While the feedback from our Shareholders on our approach to executive compensation was very positive last year, we continue to monitor developments in executive compensation and evolving solid practices to ensure our programs and decisions are appropriate.

Respectfully,

Steven P. Reid, Chair Compensation Committee




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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
This Executive Compensation Discussion and Analysis provides a detailed description of the principles, structure and policies that form our executive compensation program.
While we pay our compensation in Canadian dollars, we report our financial results in U.S. dollars.
Unless otherwise stated, the 2016 amounts in the tables of this section, which were paid in Canadian dollars, have been converted to U.S. dollars using an exchange rate of 1.324, the average exchange rate in effect for 2016. In order to fully disclose changes in pay (distinct from changes in exchange rate), Canadian dollar figures for 2015 and 2014 have been restated in the tables using the same exchange rate of 1.324.
Introduction
We are engaged in the exploration, development, operation and acquisition of precious metals projects located in the Americas. Silver Standard’s vision is to be one of the world’s premier mining companies, providing exceptional Shareholder value by delivering excellence in all that we do. We will achieve our vision by driving Operational Excellence in our business to enable growth through the acquisition of precious metals mines and advanced-stage projects. The long-term nature of our business impacts the design of our compensation strategy and how we deliver compensation over time.
Compensation Philosophy
We believe that people are our principal source of competitive advantage. We are committed to Operational Excellence as part of our business strategy and this commitment extends to our search for, and retention of, executive talent. Our success depends upon a group of highly-qualified and motivated executives dedicated to consistent Operational Excellence and strong long-term performance of the Company. Highly-skilled and motivated executives greatly enhance our ability to produce superior results for our Shareholders and to be a leader in our industry.
Our compensation strategy is to provide a total compensation package that is competitive in the industry, is flexible, and attracts, motivates and retains experienced and qualified executive leadership. The mining industry is experiencing a competitive labour market and this situation is expected to continue for the foreseeable future as the talent pool ages and the supply of experienced talent declines. As we expand our business and seek to increase the number of operating mines in our portfolio, experienced talent will be developed internally as well as drawn from primarily mid-tier and senior producer companies within the mining industry.
Compensation programs will continue to emphasize “pay for performance” with each individual’s short- and long-term compensation and career advancement dependent upon both individual and Company performance, with the objective of increasing long-term Shareholder value. If the individual or the Company does not meet its objectives, awards will be adjusted in accordance with pre-established processes or as otherwise determined in the discretion of the Board. We drive long-term Shareholder value by ensuring that our compensation programs include at-risk and equity-based compensation. Our compensation structure aligns the interests of our executives with Shareholders by rewarding performance that is designed, over time, to result in an increase in the value of our Shareholders’ investments in the Company.

37


Our at-risk compensation has three components (two of which are equity-based), all of which are linked to operational outcomes, financial results and our share price performance:
STI compensation which is earned to the extent that annual corporate objectives, financial targets, operational goals and individual objectives are met (no individual goals for CEO);
Options, the value of which depends entirely on our share price increasing; and
PSUs, which are earned based on our relative TSR performance against peers.
The compensation at risk for our CEO and other NEOs, as a percentage of target total compensation, is shown below:
Position
Percentage of Target Compensation at Risk
President and CEO
75%
Senior Vice Presidents
70%
Vice Presidents
60%
Organizational Strengths
Our executives are committed to delivering on our corporate strategy, improving our financial performance and creating long-term Shareholder value. We believe that we are well-positioned to build Shareholder value through the following key strengths:
We have a demonstrated ability to complete and integrate strategic transactions, as evidenced by our acquisition of the Marigold mine in Nevada, U.S., completed in April 2014, and our acquisition of Claude Resources Inc. (“ Claude Resources ”) in Saskatchewan, Canada, completed in May 2016;
We generate cash flow from our operating mines that we can use to fund growth through acquisitions and the exploration and development of further projects;
We have a geographically diverse project portfolio in the Americas and are focusing on the productive precious metals belts throughout this region;
We have a strong balance sheet that positions us to develop projects and make strategic acquisitions, with a working capital balance of $559.9 million at December 31, 2016; and
Our management team and Board have proven commercial, exploration, development and operating experience.
Performance Analysis
The following chart compares the total cumulative Shareholder return for C$100 invested in the Common Shares on January 1, 2012, with the cumulative total return of the S&P/TSX Composite Index for the five most recently completed fiscal years of the Company. We have also included the cumulative total return of the GDX Market Vectors Gold Miners ETF as we believe this is a more relevant index to compare with our cumulative total return. The Company formed part of the GDX index for the majority of 2016.

38


CIRCULAR2017FINALIMAGE13.JPG
 
 
For the Financial Years Ended
 
Jan. 1, 2012
Dec. 31, 2012
Dec. 31, 2013
Dec. 31, 2014
Dec. 31, 2015
Dec. 31, 2016
Common Shares of Silver Standard Resources Inc.
100.00
105.18
52.27
41.35
50.78
85.18
S&P / TSX Composite Total Returns Index
100.00
107.19
121.11
133.90
122.76
148.64
GDX Market Vectors Gold Miners ETF
100.00
89.19
43.80
41.93
37.59
55.89
In 2016, underlying gold and silver prices performed well and ended the year with positive gains. As a result, investors seeking precious metals exposure moved back into equities which resulted in strong share price performance for both Silver Standard and its peers. During the year, Silver Standard outperformed its peers as well as gold and silver prices due to the consistent delivery to plan at its mines, low cash costs that led to free cash flow generation, exploration success across the project portfolio, and strong support from Shareholders for its acquisition of Claude Resources.
The Company’s share price decreased over the 5 year period ending December 31, 2016 and the grant value of compensation to NEOs has increased. However, realizable pay has decreased and so has reflected the TSR experienced by Shareholders.
Pay For Performance Alignment
The chart below provides a “pay for performance” analysis for all companies that comprise our compensation comparator group (see “ Compensation Governance – Comparator Groups and Benchmarking – Compensation Comparator Group ” below on page 42). The chart compares relative performance (based on TSR, net income growth, cash flow growth and return on assets) against total realizable pay for CEOs during the three-year period 2013-2015, the most recent period for which compensation data of our comparator companies was available at the time of the analysis.

39


CIRCULAR2017FINALIMAGE14.JPG
This chart illustrates the strong alignment of our CEO’s realizable pay and the Company’s composite financial performance over the three-year period to December 31, 2015 relative to our compensation peers.
Compensation Governance
The Compensation Committee has established robust processes for the oversight and governance of compensation matters to ensure that executive compensation is aligned with both our corporate objectives and performance as a whole. In establishing and assessing achievement of performance objectives, the Compensation Committee reviews comparative analysis and benchmarking, evaluates business performance and considers input from senior management and independent advisors.
The Board is responsible for the oversight of compensation policies and programs and management of compensation risk at Silver Standard. The Compensation Committee assists the Board in fulfilling its responsibilities relating to matters of human resources and compensation and is responsible for:
developing our director and executive compensation programs and policies in consultation with senior management and external advisors;
assessing the performance of the CEO and senior executives and ensuring robust succession planning is in place;
reviewing and making recommendations to the Board with respect to the compensation, including compensation criteria and incentives and annual performance review, of our CEO and senior officers;
reviewing and providing guidance to the Board with respect to the compensation of the directors of Silver Standard;

40


reviewing and making recommendations to the Board regarding other plans that are proposed for adoption or adopted by Silver Standard for the provision of compensation to employees of, directors of and consultants to Silver Standard; and
reviewing and approving the “ Executive Compensation Discussion and Analysis ” and disclosure of director and executive compensation contained in the Circular.
The following diagram depicts the Compensation Committee’s compensation oversight and approval process:
Compensation Committee Approval Process
CIRCULAR2017FINALIMAGE15.JPG
Compensation Committee
The members of the Compensation Committee are Steven P. Reid (Chair), A. E. Michael Anglin and Brian R. Booth.
All members of the Compensation Committee are, and during 2016 were, independent.
Steven P. Reid : Throughout many years in executive roles, Mr. Reid has been responsible for the selection and remuneration of senior executives in different countries. As a senior executive of Goldcorp Inc., Mr. Reid was involved in determining and establishing compensation levels and grading systems for a substantial workforce in several countries. Mr. Reid currently serves on the Compensation Committee of the Board of Directors of Eldorado Gold Corporation and is the Chair of the Remuneration Committee of Gold Fields Limited.

41


A. E. Michael Anglin: Mr. Anglin spent 22 years with BHP Billiton Ltd., most recently serving as Vice President Operations and Chief Operating Officer of the Base Metals Group based in Santiago, Chile, and has extensive experience in human resources and compensation matters at various levels within the organization, including executive compensation.
Brian R. Booth: Mr. Booth has been the Chair and a member of the Compensation Committee in various public companies in the mining industry for over 7 years. As President and Chief Executive Officer of Pembrook Copper Corp. and past President and Chief Executive Officer of Lake Shore Gold, Mr. Booth gained extensive experience in the analysis, design and measurement of executive compensation programs.
No member of the Compensation Committee: (i) had any interest in any material transactions involving Silver Standard during the fiscal year ended December 31, 2016; (ii) was indebted to Silver Standard during the fiscal year ended December 31, 2016; (iii) was an officer or employee of Silver Standard during the fiscal year ended December 31, 2016; or (iv) with the exception of Mr. Anglin who acted as interim CEO from January 19, 2010 to August 6, 2010, was formerly an officer of Silver Standard.
None of our NEOs has served on the compensation committee or board of another company whose executive officers are members of the Compensation Committee.
Comparator Groups and Benchmarking
Compensation Comparator Group
The market for executive talent is very competitive and consequently the Compensation Committee believes that it is appropriate to establish compensation levels based in part on benchmarking against similar companies. In this way, the Company can gauge if its compensation is competitive in the marketplace for talent and ensure that the Company’s compensation is reasonable. In addition to market data, the Compensation Committee also considers the strategic importance and scope of the role, the seniority and performance of the incumbent within that role at the Company and internal equity.
Accordingly, the Compensation Committee reviews compensation levels for the NEOs against compensation levels of the comparator companies. Annually, the Compensation Committee reviews market data on the compensation programs and compensation levels among the comparator group noted below. The Company reviews this group on an annual basis, making recommendations for any changes for consideration and approval by the Compensation Committee.
For 2016 benchmarking, our compensation comparator group criteria included the following:
similar market capitalization to Silver Standard;
publicly-traded mining companies with similar profile and complexity:
o
multi-national and similar stage company;
o
similar risk profile: jurisdictional and financial;
o
likely to be in precious metal mining; and
o
widely held and trade on at least one major exchange;
headquartered in the United States or Canada and draw on similar pool for talent; and
consistent requirements for disclosure of compensation.

42


The 2016 comparator companies for benchmarking 2016 compensation are outlined in the following table:
COMPARATOR GROUP FOR BENCHMARKING 2016 COMPENSATION
Alacer Gold ( ASR.TO)
Endeavour Silver (EDR.TO)
Alamos Gold ( AGI.TO)
First Majestic Silver (FR.TO)
B2Gold ( BTO.TO)
Fortuna Silver Mines (FVI.TO)    
Capstone Mining (CS.TO)
Hecla Mining (HL)  
Centerra Gold (CG.TO)
IAMGOLD (IMG.TO)    
Coeur Mining (CDE)
Pan American Silver      (PAAS.TO)  
Detour Gold (DGC.TO)
Primero Mining (P.TO)  
Dundee Precious Metals (DPM.TO)
Silvercorp Metals (SVM.TO)
TSR Comparator Group
Under the LTI plan, PSUs are granted to NEOs and vesting is based on achievement of our TSR compared to the TSR of our comparator companies (the “ TSR comparator group ”).
The TSR comparator group is determined based on the following criteria:
precious metals company;
similar revenue and market capitalization;
have operations and projects;
trade on TSX and/or NYSE;
have a similar risk profile; and
reflect our competition for investment dollars.
The TSR comparator group is reviewed for continued appropriateness and approved by the Board on an annual basis. The TSR comparator groups for the various grant years, including 2016, are outlined below under “ Components of Compensation – Long-term incentive compensation – Performance Share Units ” on page 51.
The following diagram shows the comparison between our compensation comparator group (those companies with whom we compete for people) and our TSR comparator group (those companies which whom we compete for capital):

43


CIRCULAR2017FINALIMAGE113.JPG
Role of Management
Management implements the compensation structure approved by the Compensation Committee and the Board and makes recommendations for performance measures for individual and corporate objectives. Our CEO provides the Compensation Committee with an assessment of achievement of those results as well as an assessment of the leadership attributes and skills displayed by each of the senior executives. Recommendations are also provided to the Compensation Committee for salary increases and short- and long-term incentive awards for the executives. The Compensation Committee considers this advice as well as the advice provided by its independent compensation consultant when making compensation recommendations to the Board for approval.
Role of Independent Compensation Committee Consultant
Meridian Compensation Partners (“ Meridian ”) has acted as the Compensation Committee’s independent compensation advisor since 2013. The mandate for Meridian is to maintain an overall monitoring role in regard to Silver Standard’s executive compensation programs and practices, and to support the Compensation Committee’s ongoing oversight of executive compensation matters and the fulfillment of its responsibility for compensation oversight. Meridian provides ongoing assistance to the Compensation Committee as it continues to review our executive and director compensation programs to ensure alignment with short- and long-term strategic objectives and the interests of Shareholders.

44


Fees Paid to Independent Compensation Consultant
The following table sets forth, by category, the fees billed by Meridian for the periods ended December 31, 2016 and December 31, 2015:
Fiscal Year
2016 (1)
2015 (1)
Executive compensation related fees
$45,745
$34,006
All other fees
Nil
Nil
Total Fees
$45,745
$34,006
(1)
Invoices were received in Canadian dollars: amounts contained in this table are converted to U.S. dollars using the U.S. dollar/Canadian dollar average exchange rate of 1.324 for 2016.
Executive Performance Evaluation and Succession Planning
Developing internal talent is a strategic priority for the Company. In order to support our growth initiatives, we need a strong bench of internal candidates for our key leadership positions.
The Company has a formal talent management program that was introduced in 2015. The program is designed to build and preserve organizational capability and to minimize succession risk by proactively assessing, identifying and developing talent at all leadership levels, including the executive level. The executive team regularly discusses organizational talent and conducts talent review sessions on a quarterly basis. Development plans have been put in place for all senior level positions of the Company. The succession planning process also includes identification of interim replacements in the event of an emergency situation, which would require an immediate replacement of the CEO or any of his direct reports.
The Compensation Committee has responsibility for overseeing the performance evaluation of and succession planning for the CEO and the other executive officers.
The Compensation Committee receives an annual report from the CEO regarding the skills and competencies required for each executive role and the status and development requirements of internal succession candidates. The Compensation Committee also receives formal reports midway through the year and at year end on the performance evaluation leadership development progress for each of the executives.
Compensation Risk Management
The Compensation Committee has responsibility for oversight and management of compensation related risk at Silver Standard. As part of its mandate, the Compensation Committee annually, and otherwise as considered necessary, reviews risks associated with the Company’s compensation philosophy, structure, policies and practices. The Compensation Committee is satisfied that the Company’s executive compensation structure does not create undue risks or promote inappropriate risk-taking behavior.
The following are key risk mitigation features of our compensation policies and practices:
limits on STI and PSU awards, based on predefined plan provisions and calculation formulae including caps on payouts;

45


proportionately greater award opportunity derived from the LTI plan compared to the STI plan, creating a greater focus on sustained Company performance over time;
use of two distinct LTI vehicles – PSUs and Options – that vest over a number of years, thereby providing strong incentives for sustained performance;
PSUs with overlapping performance periods: At any one time multiple PSU tranches are affected by current year performance, thereby encouraging and rewarding sustained high levels of performance over time;
share ownership requirements for the CEO and all SVPs, monitored annually by the Compensation Committee, to ensure alignment with Shareholder interests over the long term;
Compensation Committee and Board discretion to adjust payouts under both the STI plan and the LTI plan to, among other things, take into account the risks undertaken to achieve performance;
incorporation of an individual performance rating, ranging from 0% to 200%, as a factor in the total STI calculation, thereby enabling the Compensation Committee to direct a zero payout to any executive in any year if the individual executive performs poorly or engaged in activities that pose a financial, operational or other undue risk to the Company;
formal recoupment policy applicable to both cash and equity compensation of all employees (the recoupment policy is more fully described in “ Executive Compensation Recoupment Policy ” below); and
formal anti-hedging policy applicable to insiders, which includes all of the Company’s executive officers (the anti-hedging policy is more fully described in “ Hedging of Securities ” below).
The Compensation Committee has a risk assessment process to ensure that executive compensation continues to be appropriately structured and does not incent undue risk taking. Compensation risk management is also supported by the following additional practices at the Company:
the Company’s robust enterprise risk management system;
Board approval of annual budget and corporate performance objectives;
wholly independent Compensation Committee;
independent advisor to the Compensation Committee;
Board approval of material transactions and expenditures;
robust internal control over financial reporting; and
annual attestation of and periodic training for governance policies, including a Code of Conduct and Business Ethics (“ Code of Conduct ”), a Whistleblower Policy , an Insider Trading Policy and an Anti-Corruption Compliance Policy .
Based on the risk assessment process, the Compensation Committee has a thorough understanding of the potential risks and mitigating factors associated with the Company’s executive compensation structure. Having assessed these risks and mitigating factors, the Board and the Compensation Committee believe that the compensation program does not incent executives to take undue risks. The Company’s compensation approval process and other governance practices further mitigate executive compensation risks.

46


The Compensation Committee also stress-tests the range of total annual compensation payouts under various performance scenarios to ensure that the range of payouts appropriately rewards performance and is consistent with compensation opportunities in comparator companies. The Compensation Committee reviews the value of long term incentives awarded (vested and unvested) to the CEO and SVPs under various share price performance scenarios and believes that the potential range of value realized for executives is aligned with Shareholder value creation.
Executive Compensation Recoupment Policy
The Board has approved an Executive Incentive Compensation Recoupment Policy that entitles it to require executives to (i) reimburse the Company for or (ii) forfeit any bonus, STI award or LTI award if the:
Company is required to prepare an accounting restatement or correct a material error relating to material non-compliance with any applicable financial reporting requirement; and
amount of the compensation that would have been awarded to the executive had the restatement not been required would have been lower than the amount actually awarded.
To date, this policy has not had to be applied.
Hedging of Securities
No director or officer of Silver Standard is permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of any Silver Standard securities granted as compensation or held, directly or indirectly, by such director or executive officer.
Trading of Securities
All directors, officers and employees, including the NEOs, are subject to the Company’s Insider Trading Policy , which prohibits trading of Silver Standard securities while in possession of material undisclosed information and during regular or special blackout periods.
Components of Compensation
Our executive compensation program is made up of four components that have different objectives and target performance over different time periods: base salary, STI compensation, LTI compensation, and benefits and perquisites.

47


The following diagram outlines our total compensation structure:
CIRCULAR2017FINALIMAGE16.JPG
As illustrated below, a substantial portion of the target total compensation for our CEO and our other NEOs is provided through at-risk-compensation that is dependent upon short- and long-term corporate performance and Common Share price appreciation. Any value ultimately realized by these executives is directly tied to the Company’s performance and Shareholder value.
COMPENSATION MIX
CIRCULAR2017FINAL_IMAGE17.JPG
CIRCULAR2017FINAL_IMAGE18.JPG CIRCULAR2017FINAL_IMAGE19.JPG

48


NEO compensation consists of the following components:
Components
Form
Period
Program Objectives and Details
Fixed
Base salary
Cash
Annual
Reflects an individual’s level of responsibility and accountability within the Company as well as experience
Variable
Short-term incentives
Cash
Annual
     Each executive has a target annual bonus (% of base salary)
     Payouts range from 0% to a maximum of 200% of target
     Linked to the achievement of specific financial, operational and growth objectives
     Payouts are determined on the basis of a combination of individual and corporate performance (for CEO, corporate performance only)
Long-term incentives
PSUs
3 year performance period
     Aligns executive reward with Shareholder value delivered
     Typically 50% of annual LTI award
     Vesting is dependent on achievement of TSR performance relative to the comparator group
     PSUs are settled in cash or Common Shares purchased on the open market, as determined by the Compensation Committee
Options
3 year vesting period, term = 7 years
     Aligns executive reward with Shareholder value via share price increments only
     Typically 50% of annual LTI award
     Vesting is time-based
Other Elements of Compensation
Benefits
Group health, dental, insurance benefits, group RRSP, employee share purchase plan
Active employment only (same terms for all corporate employees)
Perquisites
Parking
Annual
Base salary
Base salary is an element of fixed compensation that is competitive in the marketplace and intended to attract and retain individuals who can contribute to our growth as an operating mining company.
Base salaries are reviewed annually and may be adjusted based on changes within the competitive market, individual performance and/or to reflect additional responsibilities.
Base salaries for each NEO are reviewed by our Compensation Committee and any proposed changes are approved by the independent members of the Board. For 2016, the base salary review was done in consultation with our CEO and Meridian. Our CEO does not make a recommendation with respect to his own salary or any other component of his overall compensation. The Compensation Committee recommends all elements of the CEO’s compensation to the Board for approval.

49


Short-term incentive compensation
The objective of our STI plan is to have a significant portion of compensation at risk to motivate executives to achieve pre-determined objectives and provide a means to reward achievement of the annual business plan.
The STI payouts reward the achievement of both corporate and individual objectives and is paid in cash. Corporate objectives are derived from the Company’s annual business plan and are approved by the Board. STI plan payouts are scaled depending on actual performance compared to the approved objectives.
The award formula is as follows:

 
 
 
 
 
 
 
 
 
 
 
 
Base
Salary
X
Annual Performance Incentive
Target
X
 
Company
Performance
(0-200% of Target)
+
Individual
Performance
(0-200% of Target)
 
 
 
 
 
 
 
 
70% Weight
(100% for CEO)
 
30% Weight
(n/a for CEO)
 
 
The target STI plan award ranges from 50% to 100% of base salary (actual payouts can range from 0 up to 200% of target for achievement of “stretch” objectives) and are weighted on achievement of corporate and individual objectives as follows:
 
Target STI Award % of Base Salary
Weighting for Corporate Objectives
Weighting for Individual Objectives
President and CEO
100
100%
n/a
Senior Vice Presidents
75
70%
30%
Vice Presidents
50
70%
30%
The “2016 Corporate Objectives” are set out in “ Incentive Plan Awards – Short-Term Incentive Plan Results ” below on page 55. The CEO develops individual objectives for each of the senior executives, which are submitted to the Compensation Committee for review and recommendation to the Board for final approval. Detailed information regarding the individual objectives for 2016 for NEOs, other than the CEO, is set out in “ 2016 Incentive Plan Awards ” below on page 57 .
We continue to strive to provide superior compensation for employees who deliver superior results. The CEO and the Compensation Committee also retain the right to exercise discretion when making STI compensation recommendations to the Board to reflect extraordinary events and/or market conditions. There was no such discretion applied in 2016.

50


Long-term incentive compensation
The objective of the LTI program is to ensure the appropriate level of long-term risk/reward to motivate executive performance and provide retention of senior management. The LTI program includes Options and the PSU Plan. Option and PSU grants have equal dollar value at the time of grant and the total value of grants is based on the individual’s base salary and position in the Company. While not part of the regular LTI award structure for senior executives, the Company has the RSU Plan for mid-level management which may be used to grant RSUs to senior executives for extraordinary performance.
The target LTI award is also a multiple of salary, as indicated in the following chart:
 
Target LTI Award % of Base Salary
Grant Value in Options
Grant Value in PSUs
President and CEO
200
50%
50%
Senior Vice Presidents
150
50%
50%
Vice Presidents
100
50%
50%
Stock Options
Under our Stock Option Plan, grants are made annually with an exercise price set at the market price of the underlying Common Shares, which is calculated as the greater of the: (i) closing price of our Common Shares on the TSX on the day preceding the applicable award date; and (ii) VWAP on the TSX for the five trading days preceding the applicable award date. The vesting schedule for our Options is generally as follows: 1/3 of Options granted vest on each of the first, second and third anniversaries of the date of grant. The term for exercising Options is seven years.
The number and value of Options granted to each executive is reviewed by the Compensation Committee and approved by the Board. An option pricing model is used to determine the number of Options granted to achieve the target grant date value.
Performance Share Units
PSUs are intended to increase the alignment of executive risk/rewards measured by our TSR relative to our defined peer group. Under the LTI plan, executive participants are eligible for PSU grants on an annual basis, subject to Board approval.
The number of PSUs granted to the NEOs is based on a target award as a percentage of salary divided by the greater of the: (i) closing price of our Common Shares on the trading date immediately preceding the award date; and (ii) VWAP for the five-day period immediately prior to the date of the award.
PSUs vest on the date on which the performance period ends. The number of PSUs that vest is based on achievement of the TSR comparator group as measured over a three-year performance period. The number of PSUs that vest at the end of the performance period ranges from 0 to 200% of the initial grant, depending on the relative performance achieved. PSUs are paid out in cash to the participant or in Common Shares purchased in the open market, as determined by the Compensation Committee. The payout amount (in dollars) is determined by multiplying the number of PSUs vested by the five-day VWAP on the vesting date.

51


The performance percentage is determined as follows:
Performance Level (Relative TSR)
Payout (% of Grant Vesting)
>P50 to P100
101% - 200% (linear basis)
=P50
100%
>P33 but <P50
51% - 75% (linear basis)
=P33
50%
<P33
Nil
The following table sets out the TSR comparator groups and the performance periods for the PSUs awarded to our NEOs for performance periods beginning January 1, 2014, 2015 and 2016.
Comparator Companies
Tranche 5
January 1, 2014 – December 31, 2016
Tranche 6
January 1, 2015 – December 31, 2017
Tranche 7
January 1, 2016 – December 31, 2018
Alamos Gold
ü     
ü     
ü     
Alexco Resource
ü     
ü     
 
Allied Nevada
ü     
ü     
 
Aurcana
ü     
ü     
 
Argonaut Gold
 
 
ü     
AuRico Gold
ü     
ü     
 
Buenaventura
ü     
ü     
ü     
Coeur Mining
ü     
ü     
ü     
Endeavour Silver
ü     
ü     
ü     
First Majestic Silver
ü     
ü     
ü     
Fortuna Silver Mines
ü     
ü     
ü     
Fresnillo
ü     
ü     
ü     
Golden Star Resources
ü     
ü     
ü     
Great Panther
ü     
ü     
ü     
Guyana Goldfields
 
 
ü     
Hecla Mining
ü     
ü     
ü     
Hochschild
ü     
ü     
ü     
IAMGOLD
ü     
ü     
ü     
McEwen Mining
ü     
ü     
ü     
Mandalay Resources
 
 
ü     
New Gold
ü     
ü     
ü     
Pan American Silver
ü     
ü     
ü     
Primero Mining
ü     
ü     
ü     
Scorpio
ü     
ü     
 
Silvercrest
ü     
ü     
 
Silvercorp Metals
ü     
ü     
ü     
Tahoe Resources
ü     
ü     
ü     
Torex Gold Resources
 
 
ü     

52


Benefits and Perquisites
We offer group life, health and dental benefits, vacation time and other benefits to employees on a market-competitive level, ensuring that benefit costs are prudently managed. We also make payments for term life insurance, disability insurance, group registered retirement savings plan (“ RRSP ”) and employee share purchase plan (“ ESPP ”) to employees. These benefits are made available to our NEOs. No supplemental pension arrangements are provided to our NEOs. In addition, the NEOs receive a perquisite in the form of paid parking at the Vancouver corporate office.
Share Ownership Guidelines
In order to align executives’ interests with those of Shareholders and to mitigate against inappropriate risk taking, the Board approved and implemented the following share ownership guidelines for our CEO and SVPs in 2014:
Position
SSRI Requirement
Time to Comply from Jan. 1, 2015 or Date of Hire (whichever is later)
CEO
3 X base salary
5 years
SVPs
2 X base salary
5 years

In addition to Common Shares beneficially owned, half of the value of PSUs (the threshold level of vesting) and the full value of RSUs held by an executive officer are included when determining the value of Common Shares held by an executive. Executive officers are expected to use the after-tax cash proceeds from the exercise of Options or the vesting of PSUs and RSUs to achieve their share ownership requirement.
The following table summarizes the relationship between the share ownership position of the CEO and SVPs and the share ownership requirement applicable to each of them as at March 22, 2017 (in Canadian dollars).
Name/Title of CEO/SVP
Common Shares Beneficially Owned
Number of RSUs (1)  Subject to Vesting
Eligible PSUs (1)  Subject to Vesting
Value of Total Holdings (2)
(C$)
Shareholding Requirements
(C$)
Shareholding Requirements Met
Compliant
Paul Benson
President and CEO
49,624
0
67,825
1,677,172
1,897,200
No
Yes
 (has until July 31, 2020)
Gregory Martin
Senior Vice President and CFO
14,733
1,093
54,400
1,002,827
785,400
Yes
Yes
Alan Pangbourne
Chief Operating Officer
10,710
0
67,525
1,117,196
938,400
Yes
Yes
(1)
100% of unvested RSUs and 50% of unvested PSUs count towards share ownership.
(2)
Value based on greater of: (i) value at time of acquisition/grant; and (ii) value calculated using closing market price of the Common Shares on the TSX on March 22, 2017 (C$14.28).

53


The following sections provide information on the following executives who were determined to be the Company’s NEOs for the year ended December 31, 2016:
Paul Benson, President and CEO;
Gregory Martin, Senior Vice President and Chief Financial Officer (“ CFO ”);
Alan Pangbourne, Chief Operating Officer;
Jonathan Gilligan, Vice President, Technical and Project Development; and
W. John DeCooman, Vice President, Business Development and Strategy
2016 Compensation Results
Summary Compensation Table
The table shows the total compensation earned by our NEOs for the fiscal years ending December 31, 2016, 2015 and 2014. The 2016 compensation amounts in the summary compensation table, which were paid in Canadian dollars, have been converted to U.S. dollars using an exchange rate of 1.324, the average exchange rate in effect for 2016. In order to fully disclose changes in pay (distinct from changes in exchange rate), Canadian dollar compensation paid in 2015 and 2014 has been restated in the summary compensation table using the same exchange rate of 1.324.
Name and principal position
Year
Salary (1)  
($)
Share Based awards (2)  
($)
Option-based awards (3)  
($)
Non-equity incentive plan compensation
($)
All other compensation (4)  
($)
Total compensation
($)
Annual incentive plans
Long-term incentive plans
Paul Benson (5)
President and CEO
2016
2015
2014

467,995
186,538
Nil

468,150
Nil
Nil

468,108
1,426,630
Nil

627,114
242,640
Nil

Nil
Nil
Nil

41,669
82,313
Nil

2,073,036
1,938,121
Nil

Gregory Martin
Senior Vice President and CFO
2016
2015
2014

290,610
279,287
264,191

209,720
198,238
216,288

209,523
198,162
233,884

300,891
264,241
262,540
Nil
Nil
Nil
30,486
32,667
28,181

1,041,230
972,595
1,005,084

Alan Pangbourne
Chief Operating Officer
2016
2015
2014

347,222
339,674
339,674

254,912
254,787
254,790

254,793
254,808
254,823

343,882
329,016
364,300

Nil
Nil
Nil
40,375
34,418
21,208

1,241,184
1,212,703
1,234,795

Jonathan Gilligan
Vice President, Technical and Project Development
2016
2015
2014

264,191
257,078
264,191

132,327
132,229
132,124

132,137
132,108
378,963

184,854
150,787
178,989

Nil
Nil
Nil
110,287
99,273
72,312

823,796
771,475
1,026,579

W. John DeCooman
Vice President, Business Development and Strategy
2016
2015
2014

235,507
230,601
230,601

115,549
115,411
149,022

115,309
115,328
182,100

157,439
138,533
147,585

Nil
Nil
Nil
23,679
23,372
22,271

647,483
623,245
731,579


54


(1)
NEOs are remunerated in Canadian dollars and amounts contained in this table are converted to US dollars using the U.S. dollar/Canadian dollar average exchange rate of 1.324 for 2016.
(2)
Amounts in this column represent the grant date value of PSUs. See detailed description of methodology and assumptions below this table under the heading “ 2016 Incentive Plan Awards – 2016 Share-Based Awards Valuation ”.
(3)
Amounts shown in this column represent Options granted as part of the annual compensation package of each NEO. For Mr. Benson in 2015, amount shown represents a new hire grant of 500,000 Options. See detailed description of valuation methodology and assumptions below this table under the heading “ 2016 Incentive Plan Awards – 2016 Option-Based Awards Valuation ”.
(4)
All Other Compensation for NEOs is comprised of payments for health and dental benefits, term life insurance, disability insurance, group RRSP and ESPP payments made by us on their behalf, as applicable, and for Mr. Martin, Mr. Pangbourne, and Mr. DeCooman payment for parking at the corporate office in Vancouver. Payment includes $1,931 for relocation for Mr. Benson in 2016, $66,936 and $71,439 for relocation for Mr. Benson and Mr. Gilligan respectively, in 2015, and $56,860 for relocation for Mr. Gilligan in 2014. Payment also includes a one-time special bonus of $75,483 for Mr. Gilligan in recognition of his secondment to the GM leadership role at the Pirquitas mine in 2016. Payments made by the Company in respect of health and dental benefits, term life insurance, disability insurance, group RRSP and ESPP payments (which are made on behalf of all corporate employees of the Company) may comprise greater than 25% of the total perquisite value for individual NEOs.
(5)
Mr. Benson joined the Company as President and CEO effective August 1, 2015 at an annual salary of C$620,000. Mr. Benson does not receive additional compensation for his services as a director of the Company.
Incentive Plan Awards
Short-Term Incentive Plan Results
STI Plan – Corporate Objectives (100% weighting CEO; 70% other NEOs)
The Board approves STI targets each year based upon the recommendation of the Compensation Committee. When setting targets, the Board strives to make them challenging but achievable. The Compensation Committee receives reports at each regularly scheduled meeting on the progress towards achievement of the corporate objectives and consults with the Safety and Sustainability Compensation Committee on our performance in meeting health, safety and environmental goals.
The Company’s corporate targets for achievement on STI targets in 2016 are set out in the table below.

55



Performance Measure
Weight
2016 Performance Range
Actual Result
 
THRESHOLD (50%)
TARGET (100%)
STRETCH (200%)
OPERATING – 40%
Improving Safety
10%
TFIFR = 1.56  (1)
(2015 Performance)
TRIF rate = 1.40 (1)
TFIF rate = 1.17 (1)
6%
Threshold+ Achieved
If fatality occurs, entire safety metric defaults to 0
Production
Marigold
10%
190 Au oz.
200 Au oz.
220 Au oz.
12.5%
Target Exceeded
Pirquitas
5%
8.5M Ag oz.
9M Ag oz.
10M Ag oz.
10%
Target Exceeded
Direct Site Costs  (2)(3)
Marigold
10%
$825/oz
$745/oz
$610/oz
14%
Target Exceeded
Pirquitas
5%
$8.75/oz
$7.90/oz
$6.40/oz
8%
Target Exceeded
GR OWTH – 50%
Brownfields Exploration Reserves Replacement
15%
75% replacement of mined depletion
100% replacement of mined depletion
200% replacement of mined depletion
21%
Target Exceeded
Corporate Development
35%
Successful progress on strategically important transactions
(Discretionary metric)
50%
Target Exceeded (4)
SUSTAINABILITY – 10%
Marigold Permitting
5%
Agency scoping completed Q2
Draft EIS submitted to Bureau Land Management
Notice of Availability published year-end
2.5%
Threshold Achieved
Pirquitas Planning
5%
Environmental closure plan and communication to authorities completed Q1 (pit mining)
Social/HR closure plan (mining ops) and full environmental closure plan completed Q2
Closure plan successfully implemented with no disruption to production
10%
Target Exceeded
If major environmental incident occurs, entire environmental metric defaults to 0
100%
Corporate Result Approved by the Board
134%
(1)
Employees and contractors.
(2)
Mining + maintenance + process + site G&A costs / payable oz produced.
(3)
All corporate employees are subject to a performance multiplier based on corporate G&A. The multiplier is 1.0 if the corporate G&A result is at or below budget. The multiplier is 0.9 if the G&A result is at 2015 actual spend level. If G&A is above 2015 actual spend level, multiplier is zero and a zero rating will be applied for the “direct site cost” component of the performance measurement for all corporate employees. There is not a stretch element to this multiplier and therefore the multiplier cannot exceed 1.0.
(4)
Performance assessment based on several factors, including the acquisition of Claude Resources in May 2016, which was completed with strong market and Shareholder support which then transitioned to a safe and successful integration. At the new Seabee Gold Operation, Mineral Reserves were increased by 50% to 0.36 million gold ounces and continued operational improvements led to record gold production. In addition, portfolio rationalization and reduction of holding costs achieved through the sale of the Parral properties (Mexico) and the Diablillos project (Argentina) were also considered in the assessment of progress on strategically important transactions.
The Board approved a performance achievement of 134% on the 2016 corporate objectives.

56


2016 Incentive Plan Awards
STI Plan – Individual Objectives (0% weighting CEO; 30% other NEOs)
For the NEOs other than the CEO, the individual performance component is weighted at 30% of the target bonus, with the ability to exceed target based on accomplishments of the individual.

Name
2016 Base Salary $ (1)
Target Bonus as % of Base Salary
Performance
Nature of Individual Objectives
Actual Bonus as % of Base Salary
Actual Bonus 2016 $ (2)
Corporate
 
Individual
Paul Benson
President and CEO
467,995
100%
100% x 134%
+
-
-
134%
627,114
Gregory Martin
Senior Vice President and CFO
290,610
75%
70% x 134%
+
30% x 148%
Lead financial discipline thematic within organization
Integration of Claude Resources financial reporting/ business processes
Pirquitas financial management/Chinchillas evaluation
Marigold system improvement
138%
300,891
Alan Pangbourne
Chief Operating Officer
347,222
75%
70% x 134%
+
30% x 128%
Marigold safety/production/cost
Claude Resources – integration process/performance/safety
Pirquitas closure
Leadership
132%
343,882
Jonathan Gilligan  (2)
Vice President, Technical and Project Development
264,191
50%
70% x 134%
+
30% x 154%
Pirquitas safety/production/costs
Pirquitas environmental, social and HR closure strategy and implementation
Chinchillas strategy
140%
184,854
W. John DeCooman
Vice President, Business Development and Strategy
235,507
50%
70% x 134%
+
30% x 133%
Business development focused on active portfolio management and M&A & divestments activity
Management of investor relations program
134%
157,439
(1)
Amounts contained in this table are converted to U.S. dollars using the U.S. dollar/Canadian dollar average exchange rate of 1.324 for 2016.
(2)
Jonathan Gilligan was seconded to the Pirquitas mine as General Manager for 2016.
2016 Share-Based Awards Valuation
For compensation purposes, the number of PSUs is based on a target award as a percentage of salary divided by the greater of the: (i) closing price of the Common Shares on the trading date immediately preceding the award date; and (ii) VWAP for the five-day period immediately prior to the date of the award.

57


The grant date fair value in the Summary Compensation Table set out above in “ 2016 Compensation Results – Summary Compensation Table ” on page 54 is consistent with the accounting fair value recorded by the Company at the time of grant. The fair value of PSUs for accounting purposes is estimated based on the quoted market price of the Common Shares and our relevant ranking in the TSR comparator group as at the valuation date.
2016 Option-Based Awards Valuation

The value of Options granted in the years ended December 31, 2014, 2015 and 2016 was calculated using the Black-Scholes model, based on the assumptions set out below:

 
2016
2015
2014
Forfeiture Rate (%)
3.0
3.0
3.0
Expected dividend yield
0.0
0.0
0.0
Average risk-free interest rate (%)
0.6
1.0
1.6
Expected life (years)
4.2
4.2
4.2
Expected volatility (%)
59.5
57.9
52.1

Option pricing models require the input of highly subjective assumptions. Changes in the subjective input assumptions can materially affect the estimated fair value of Options. The expected life of the Options considered such factors as the average length of time similar Option grants in the past have remained outstanding prior to exercise and the vesting period of the grants. Volatility was estimated based upon historical price observations over the expected term. The grant date fair value in the Summary Compensation Table set out above in “ 2016 Compensation Results – Summary Compensation Table ” on page 54 is the same as the accounting fair value recorded by the Company at the time of grant.
Outstanding Share-Based Awards and Option-Based Awards
The following table sets out all outstanding Common Share- and Option-based awards for each NEO at December 31, 2016 (payout value of Options based on market value of C$12.01). Amounts in this table are converted to U.S. dollars using the U.S. dollar/Canadian dollar exchange rate of 1.342 at December 31, 2016.

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Option-based Awards
Common Share-based Awards (2)
Name
Number of securities underlying unexercised Options
(#)
Option exercise price
(C$)
Option expiration date
Value of unexercised
in-the-money Options
(1)  
($)
Number of Common Shares or units of Common Shares that have not vested
(#)
Market or payout value of Common Share-based awards that have not vested
($)
Market or payout value of vested Common Share-based awards not paid out or distributed
($)
Paul Benson
333,334
197,500
8.38
7.17
Aug 14, 2022
Jan 01, 2023
901,171
711,924
86,500
773,713
Nil
Gregory Martin
150,000
47,150
34,700
5,254
102,150
88,400
17.47
12.99
7.37
7.26
5.83
7.17
Jan 31, 2019
Jan 25, 2020
Jan 01, 2021
Jun 01, 2021
Jan 01, 2022
Jan 01, 2023
0
0
119,914
18,587
470,162
318,653
86,993
778,123
459,787
Alan Pangbourne
80,000
108,900
131,350
107,500
10.10
7.37
5.83
7.17
Mar 12, 2020
Jan 01, 2021
Jan 01, 2022
Jan 01, 2023
113,801
376,328
604,560
387,503
107,700
963,340
590,694
Jonathan Gilligan
56,500
23,334
68,100
55,750
7.37
11.18
5.83
7.17
Jan 01, 2021
Apr 01, 2021
Jan 01, 2022
Jan 01, 2023
195,248
14,424
313,442
200,961
55,900
500,007
306,310
W. John DeCooman
26,667
10,000
9,900
17,571
28,550
16,434
9,824
39,634
48,650
23.57
24.41
23.14
15.41
12.99
7.37
7.26
5.83
7.17
May 15, 2019
Dec 16, 2019
Jan 27, 2018
Jan 18, 2019
Jan 25, 2020
Jan 01, 2021
Jun 01, 2021
Jan 01, 2022
Jan 01, 2023
0
0
0
0
0
56,791
34,754
182,422
175,368
50,843
454,774
267,618
(1)
The value of the Options is based on a market value of C$12.01, the closing price per Common Share on the TSX as of December 31, 2016. These Options have not been, and may never be, exercised. Any actual gains will depend on the value of our Common Shares on the date the Options are exercised.
(2)
Common Share-based awards reflect PSUs granted to the NEOs. For Mr. Martin and Mr. DeCooman, Common Share-based awards include RSUs awarded on June 1, 2014 in recognition of their contribution to the Marigold mine acquisition.
Included in this column are the Tranche 6 and Tranche 7 PSUs. Value assumes vesting at 100% and is calculated based on a market value of C$12.01, the closing price per Common Share on the TSX as of December 31, 2016. These PSUs have not vested and may vest at a performance percentage significantly less than 100% and potentially not at all.
Amounts in this column for Mr. Martin, Mr. Pangbourne, Mr. Gilligan and Mr. DeCooman relate to Tranche 5 PSUs that vested December 31, 2016 and were paid on January 13, 2017.
The Option grant rate in 2016 was 0.77% (total Options granted / Silver Standard’s weighted average Common Shares outstanding in the year). The dilution for all Options at December 31, 2016 was 2.55% of Common Shares issued and outstanding.

59


Incentive Plan Awards – Value Vested or Earned During the Year
The following table shows:
Total value of Options that vested during 2016;
Total value of PSUs that vested in 2016; and
STI awards earned in 2016 and paid in 2017.
Amounts in this table are converted to U.S. dollars using the U.S. dollar/Canadian dollar average exchange rate of 1.324 for 2016.
Name
Option-based awards – Value vested during the year (1)  
($)
Share-based awards – Value vested during the year
($)
(2)
Non-equity incentive plan compensation – Value earned during the year
($)
(3)
Paul Benson
1,396,432
Nil
627,113
Gregory Martin
54,203
475,685
300,891
Alan Pangbourne
45,938
598,675
343,882
Jonathan Gilligan
23,817
310,448
184,854
W. John DeCooman
55,347
289,338
157,439
(1)
Amounts in this column reflect the pre-tax value that the executives would have realized if they had exercised their Options that vested in 2016, on the date they vested.
(2)
For Mr. Martin, Mr. Pangbourne, Mr. Gilligan and Mr. DeCooman, amounts in this column relate to the Tranche 5 PSUs which vested on December 31, 2016 and were paid on January 13, 2017. For Mr. Martin and Mr. DeCooman, the amounts also include the extraordinary one-time LTI award of RSUs of which one-third vested on June 1, 2016 and were paid on June 14, 2016.
(3)
Amounts in the column represent STI plan payments that were paid in March, 2017 for performance in 2016.
Termination and Change of Control Benefits
Employment Agreements
The Company has entered into employment agreements with each of our NEOs that provide them with certain rights in the event of involuntary termination of employment or a “change of control” of the Company.
A “change of control”, in general, occurs when a person or group of persons acting together through a transaction or series of transactions beneficially acquire or exercise control or direction over 50% or more of the Common Shares. “Good reason” will arise within 12 months following a change of control where a NEO is induced to resign or terminate his employment for, amongst other reasons, an adverse change in his position, duties, or responsibilities, or reporting relationship that is inconsistent with his title or position, a reduction of his base salary, or aggregate level of benefits, or relocation of his principal office outside of Vancouver, British Columbia.
Change of control benefits are granted to motivate executive officers to act in the best interests of the Company’s Shareholders in connection with a change of control transaction by removing the distraction of post-change of control uncertainties faced by the executive officers with regard to their continued employment and compensation.

60


Under the terms of the employment agreements, NEOs are entitled to compensation, based on their remuneration at the time, in the event of: (i) termination without cause; and (ii) termination without cause or for good reason within 12 months of a change of control of the Company (both as more specifically provided below). No NEO is entitled to compensation on resignation, retirement or termination for cause.
Each NEO is required to: (a) not disclose or use for any purpose any of our confidential information following termination; and (b) sign a full release acceptable to us prior to receiving any payment as a result of termination without cause or following a change of control. The Company’s obligations to provide payments on a termination without cause or continue benefits coverage are conditional upon the NEO complying with his confidentiality obligations.

61


The table below summarizes the termination and change of control benefits provided to our NEOs:
Type of Compensation
Separation Event
Resignation
Termination without Cause
Termination with Cause
Disability, Retirement or Death
Change of Control
Base Salary – CEO
No payment
24 months
No payment
No payment
24 months payable if terminated without cause by Company or by CEO for good reason
Base Salary – other NEOs
No payment
24 months
No payment
No payment
24 months payable if terminated without cause by Company or by NEO for good reason
Short-term Incentive Plan
No payment
Two times the average annual bonus earned by the NEO in the three immediately preceding years
No payment
No payment
Two times the average annual bonus earned by the NEO in the three immediately preceding years if terminated without cause by Company or by NEO for good reason
Options
Expire 30 days after the end of the notice period or otherwise as determined by the Board
Expire 30 days after the end of the notice period or otherwise as determined by the Board
Expire on date of termination
Expire on the first anniversary of the date of death
All Options vest immediately upon a change of control
PSUs
Unless otherwise determined by the Compensation Committee, unvested PSUs are forfeited
Unless otherwise determined by the Compensation Committee, unvested PSUs are forfeited
Unless otherwise determined by the Compensation Committee, unvested PSUs are forfeited
The Compensation Committee has the discretion to determine that unvested PSUs vest and to determine the performance percentage to be applied
If the PSU Plan has been assumed by the acquirer and an executive is terminated other than for cause by Company or resigns with good reason then: (a) if the termination date is less than halfway through the performance period, the PSUs vest and are paid out at 100% in an amount proportionate to the elapsed performance period; and (b) if the termination date is more than halfway through the performance period, the PSUs vest and are paid out at 100%.
If the acquirer does not continue the PSU Plan, all outstanding PSUs vest 100%, or at such other percentage as is determined by the Compensation Committee, and are paid out in an amount proportionate to the elapsed performance period at the date of the change of control.
RSUs
RSUs are forfeited in the event the applicable employee is terminated unless determined otherwise by the Compensation Committee
RSUs are forfeited in the event the applicable employee is terminated unless determined otherwise by the Compensation Committee
RSUs are forfeited in the event the applicable employee is terminated unless determined otherwise by the Compensation Committee
The Compensation Committee has the discretion to determine that unvested RSUs vest.
In the event of a change of control where the RSU Plan has been assumed by the acquirer, if the applicable employee is terminated other than for cause or resigns without good reason (as defined in the RSU Plan), then the RSUs fully vest and are paid out on the termination date. If the acquirer does not continue the RSU Plan, the RSUs fully vest and are paid out on the date of the change of control.

62


Amounts Payable on Termination without Cause
The table below sets out the estimated incremental payments that would have been due to each of the NEOs in the event of a termination without cause assuming termination on December 31, 2016. Lump sum payments in this table are paid in Canadian dollars, amounts are converted to U.S. dollars using the US dollar/Canadian dollar exchange rate of 1.342 at December 31, 2016.
Name
Base Salary
($)
Bonus
($)
Option-Based Awards
($)
Share-Based Awards
($)
All Other
Compensation
($)
Total
($)
Paul Benson
923,512
923,512
Nil
Nil
17,865
1,864,889
Gregory Martin
573,471
500,170
179,065
Nil
17,771
1,270,477
Alan Pangbourne
685,187
623,455
566,205
Nil
18,244
1,893,091
Jonathan Gilligan
521,338
303,810
234,644
Nil
13,151
1,072,943
W. John DeCooman
464,735
268,405
Nil
Nil
13,727
746,867
Amounts Payable on Termination on Change of Control
The table below sets out the estimated incremental payments that would have been due to each of the NEOs for termination on a change of control assuming termination on December 31, 2016. Lump sum payments in this table are paid in Canadian dollars, amounts are converted to U.S. dollars using the U.S. dollar/Canadian dollar exchange rate of 1.342 at December 31, 2016.
Name
Base Salary
($)
Bonus
($)
Option-Based Awards
($)
(1)
Share-Based Awards
($)
(2)
All Other
Compensation
($)
Total
($)
Paul Benson
923,512
923,512
1,613,095
255,757
17,865
3,733,741
Gregory Martin
573,471
500,170
927,316
403,088
17,771
2,421,816
Alan Pangbourne
685,187
623,455
1,482,192
497,617
18,244
3,306,695
Jonathan Gilligan
521,338
303,810
724,075
258,270
13,151
1,820,644
W. John DeCooman
464,735
268,405
449,335
243,572
13,727
1,439,774
(1)
Assumes no exchange of Options held by NEOs and the vesting of all outstanding Options. Calculated based on the difference between the closing price of our Common Shares on the TSX on December 31, 2016 (C$12.01) and the exercise price of the Option.
(2)
Assumes that the acquirer does not continue the PSU Plan. All outstanding PSUs vest 100% and are paid out in an amount proportionate to the elapsed performance period at the date of the change in control.


63


GOVERNANCE
About the Board
The mandate of our Board is to supervise management in its day-to-day conduct of our business and affairs.
The Board has a written charter that sets out its duties and responsibilities, including:
reviewing and approving strategic plans prepared or updated by management and monitoring progress in relation to strategic plans;
reviewing and approving programs and budgets for each fiscal year and monitoring the progress of programs and budget against approved objectives;
monitoring the integrity of our financial statements;
monitoring our compliance with legal and regulatory requirements;
monitoring and evaluating the performance of management, establishing compensation programs and succession planning and determining compensation of the CEO and senior management;
overseeing management’s implementation of environmental, community and health and safety policies and programs;
assisting management in identifying our principal business risks; and
ensuring that management implements the required systems and policies to manage our business in accordance with all regulatory requirements and in the best interests of the Shareholders.
The full text of the charter is attached as Schedule “D” to the Circular.
The Company is listed on both the TSX and on Nasdaq. Although the Company is not required to comply with all of Nasdaq’s corporate governance requirements as if it were a U.S. corporation, our governance practices comply with Nasdaq requirements as if we were a U.S. domestic issuer.
Position Descriptions
The Board has developed written position descriptions for the Chair of the Board and each of its committees. The Chair of the Board is responsible for the management, development and effective performance of the Board and leads the Board to ensure that it fulfills its duties as required by law and as set out in the position description. The Board also requires that each chair of a committee, among other things, ensures (a) effective functioning of the committee, (b) that responsibilities and obligations of the committee are met, and (c) that the committee is organized to function independently of management.
The Board has developed a written position description for the CEO that specifies his responsibilities for the day-to-day operations of the Company, including (i) reviewing and implementing strategies to advance the Company’s mission and objectives and to promote revenue, profitability and growth as an organization, (ii) budgeting and monitoring performance against budget and (iii) identifying opportunities and risks and implementing appropriate risk mitigation strategies. The CEO is required to provide leadership and oversee the Company’s operations to ensure production efficiency, quality, service, and cost-effective management of resources.

64


Director Independence
A director is independent if he or she has no direct or indirect material relationship with the Company that the Board believes could reasonably be perceived to materially interfere with his or her ability to exercise independent judgment. Applicable securities laws set out certain situations where a director will automatically be considered to have a material relationship with the Company.
All of our directors are considered to be independent other than Mr. Benson because he is our President and Chief Executive Officer. In addition, the Chair of the Board and all members of our Board committees are independent.
The independent directors hold regularly scheduled and ad hoc meetings without non-independent directors and members of management. At each regularly scheduled meeting of the Board, the Audit Committee and the Compensation Committee, the independent directors hold in-camera sessions. In-camera sessions at other committee meetings are held as considered necessary. In the year ended December 31, 2016, in-camera sessions without members of management present were held at seven of eleven Board meetings, four of five Audit Committee meetings, six of six Compensation Committee meetings, three of three CGN Committee meetings and four of four Safety and Sustainability Committee meetings.
Other Directorships
In addition to their positions on the Board, the following directors also serve as directors of the following reporting issuers or reporting issuer equivalent(s):
Name of Director
Reporting Issuer(s) or Equivalent(s)
Peter W. Tomsett
Acacia Mining plc
OZ Minerals Limited
Beverlee F. Park
Teekay LNG Partners
TransAlta Corporation
Steven P. Reid
Eldorado Gold Corporation
Gold Fields Limited
None of the directors of the Company currently serve together on the board of any other company.

65


Director Attendance
During the fiscal year ending December 31, 2016, the attendance record of the directors at Board and committee meetings was as follows:
Summary of Attendance of Directors at Meetings
Directors
Board Meetings
(11 Meetings)
Audit Committee Meetings
(5 Meetings)
Compensation Committee
(6 Meetings)
Corporate Governance and Nominating Committee
(3 Meetings)
Safety and Sustainability Committee
(4 Meetings)
Attendance Rate
 
A.E. Michael Anglin
11
-
6
-
4
100%
Paul Benson
11
-
-
-
-
100%
Brian R. Booth (1)
4
-
3
-
2
100%
Gustavo A. Herrero (2)
11
5
3
3
-
100%
Beverlee F. Park
11
5
-
-
4
100%
Richard D. Paterson
10
5
-
3
-
95%
Steven P. Reid
11
-
6
-
4
100%
Peter W. Tomsett
11
-
-
3
-
100%
(1)
Mr. Booth joined the Board on May 31, 2016, and was appointed to the Compensation Committee and the Safety and Sustainability Committee as of such date.
(2)
Mr. Herrero stepped off the Compensation Committee as of May 31, 2016.
Ethical Conduct
Our Board advocates a high standard of integrity for all its members and the Company. As part of its responsibility for the stewardship of the Company, the Board seeks to foster a culture of ethical conduct by requiring the Company to carry out its business in line with high business and moral standards and applicable legal and financial requirements.
The Board has approved the Code of Conduct, a Whistleblower Policy , an Insider Trading Policy and an Anti-Corruption Compliance Policy to support the Company’s commitment to ethical business conduct. Annual certification is required by each director, officer and employee of the Company acknowledging his or her respective obligations under the Code of Conduct and the Company’s other governance policies. The Audit Committee receives a report on the annual acknowledgements. The Chair of the Audit Committee receives reports of any incidents arising under these policies and is responsible to ensure appropriate investigation and reporting to the Audit Committee and the Board.
The Code of Conduct has been filed on SEDAR and is available on the Company’s website at www.silverstandard.com. No material change report has been filed that pertains to any conduct of a director or executive officer that constitutes a departure from the Code of Conduct.

66


Conflicts of Interest
We are not aware of any existing or potential conflicts of interest between the Company and any of our directors or officers.
If a director or officer has any conflict of interest or potential conflict of interest, the interested director or officer is required to disclose such conflict pursuant to and is expected to govern themselves in accordance with applicable laws. In particular, an interested director or officer will not participate in deliberations where he or she has a conflict or potential conflict of interest and, in the case of an interested director, will not vote on any such matter.
Board Committees
The Board has established four standing committees to assist it to carry out its mandate: the Audit Committee, the Compensation Committee, the CGN Committee and the Safety and Sustainability Committee.
The following table sets out the current members of the standing committees:
Name
Audit
Compensation
Corporate Governance & Nominating
Safety & Sustainability
A.E. Michael Anglin
-
ü
-
ü  
Chair
Brian R. Booth
-
ü
-
ü
Gustavo A. Herrero
ü
-
ü  
Chair
-
Beverlee F. Park
ü
-
-
ü
Richard D. Paterson
ü  
Chair
-
ü
-
Steven P. Reid
-
ü  
Chair
-
ü
Peter W. Tomsett
-
-
ü
-
All committee charters are reviewed annually and are posted on our website at www.silverstandard.com.
Audit Committee
All members of the Audit Committee are, and during 2016 were, independent and financially literate as defined under National Instrument 52-110 – Audit Committees. Mr. Paterson and Ms. Park are our Audit Committee financial experts.
The Audit Committee is responsible for:
overseeing financial reporting, internal controls, the internal audit function, the audit process and the establishment of “whistle-blower” and related policies;

67


recommending the appointment of the independent auditor and reviewing the annual audit plan and auditor compensation;
pre-approving audit, audit-related and tax services to be provided by the independent