Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☒	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

LI-CYCLE HOLDINGS CORP.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Shareholders,

Following our Annual General and Special Meeting of Shareholders (the “Meeting”) on May 23, 2024, there have been a number of updates at Li-Cycle.

I am pleased to share that, after careful review and consideration, the Audit Committee of Li-Cycle’s Board of Directors has unanimously approved the selection of Marcum Canada LLP as the Company’s independent registered public accounting firm that will serve as our new independent auditor to replace KPMG LLP, and the Board has approved that the appointment of Marcum Canada LLP be put forward for Shareholder approval. Marcum Canada LLP is a top-ranked national accounting firm in Canada that offers a complete spectrum of tax, assurance, and advisory services; they have been selected due to their expertise, capabilities, fit, and understanding of our industry and business.

As Shareholders, you are asked to vote on the appointment of Marcum Canada LLP as the Company’s new independent registered public accounting firm to serve as independent auditor and on the authorization of the Board to fix Marcum’s remuneration.

As previously shared in our press release of July 18, 2024, Li-Cycle is also pleased to announce that Craig Cunningham has been appointed as Li-Cycle’s Chief Financial Officer, after joining the Company as its interim CFO in March 2024. Craig has an extensive background in executive level leadership and brings more than 17 years of accounting, finance, operational, and capital markets experience to Li-Cycle. We look forward to his continued leadership and expertise as we plan to execute on our strategic priorities.

We have also recently welcomed Jacqueline (Jacqui) Dedo as Li-Cycle’s independent Board Chair. Jacqui served on Li-Cycle’s Board for almost two years prior to her appointment as independent Board Chair and has a deep understanding of our Company and the opportunities ahead for our technology and business. I would like to congratulate Jacqui on her new role and look forward to her enhanced contributions, continued guidance, and leadership.

Li-Cycle is reconvening the Meeting on Tuesday, October 15, 2024 at 8:30 a.m. (Eastern Daylight Time) which will be held via live audio webcast at www.virtualshareholdermeeting.com/LICY2024. We encourage you to vote on this important appointment in advance of the Meeting or by voting at the Meeting.

Thank you for your continued support of Li-Cycle.

Sincerely,

Ajay Kochhar

President, CEO and Director

207 Queens Quay West, Suite 590

Toronto, ON M5J IA7, Canada

NOTICE OF RECONVENED ANNUAL GENERAL AND SPECIAL MEETING

OF SHAREHOLDERS OF LI-CYCLE HOLDINGS CORP.

To the Shareholders of Li-Cycle Holdings Corp.:

Notice (the “Notice of Reconvened Meeting”) is hereby given that the reconvened annual general and special meeting (the “Reconvened Meeting”) of the holders (the “Shareholders”) of common shares (the “Shares”) in the capital of Li-Cycle Holdings Corp. (the “Company”) will be held on Tuesday, October 15, 2024, at 8:30 a.m., (Eastern Daylight Time) via live audio webcast online at www.virtualshareholdermeeting.com/LICY2024 for the purpose of considering, and if deemed advisable, appointing Marcum Canada LLP as the Company’s independent registered public accounting firm to serve as independent auditor until the close of the next annual meeting of Shareholders or until their successor is appointed and authorizing the Company’s board of directors to fix the auditor’s remuneration.

You are entitled to receive notice of, and vote at, the Reconvened Meeting or any postponement(s) or adjournment(s) of the Reconvened Meeting if you were a Shareholder of record at the close of business on September 10, 2024 (the “Record Date”).

In connection with the Reconvened Meeting, we have elected to utilize “full set delivery” and we will be delivering paper copies of our proxy supplement No. 2 (the “Supplement”) and a new proxy card to Shareholders of record on or about September 13, 2024.

The enclosed Supplement, our definitive proxy statement dated April 12, 2024 (the “Proxy Statement”), any other proxy supplements and our annual report will also be available at www.virtualshareholdermeeting.com/LICY2024, on our website at https://investors.li-cycle.com/events-and-presentations/, on SEDAR+ at www.SEDARplus.com, and on EDGAR at www.sec.gov. Information contained on, or that can be accessed through, our website does not constitute a part of this proxy statement and is not incorporated by reference herein.

Your vote is important

If you were a registered Shareholder as of the Record Date or duly appointed proxyholder, you are entitled to vote at the Reconvened Meeting online or by telephone and your vote will be immediately confirmed and tabulated. However, even if you currently plan to participate in the webcast for the Reconvened Meeting, you are encouraged to consider voting your Shares in advance, so that your vote will be counted if you later decide not to or are unable to attend the Reconvened Meeting for any reason. You may also vote by completing, signing, dating and returning the accompanying proxy card in the enclosed return envelope furnished for that purpose.

Voting instructions and proxyholder appointments must be received by Broadridge by 8:30 a.m. (Eastern Daylight Time) on Thursday, October 10, 2024 (or, if the Reconvened Meeting is adjourned or postponed, at least 48 hours, excluding Saturdays, Sundays and holidays, before the rescheduled meeting).

Beneficial (non-registered) Shareholders who hold their Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary should carefully follow the instructions of their intermediary to ensure that their Shares are voted at the Reconvened Meeting in accordance with their instructions.

Only registered Shareholders as of the Record Date and duly appointed proxyholders (including beneficial (non-registered) Shareholders who have duly appointed themselves as proxyholder) will be entitled to vote at the Reconvened Meeting online. Please note that registered Shareholders and duly appointed proxyholders will need the 16-digit control number indicated on the form of proxy accompanying this Notice of Reconvened Meeting in order to log on to the Reconvened Meeting as “Shareholder” or “Proxyholder / Appointee”. Please refer to the Proxy Statement for additional details on how to log on to the Reconvened Meeting.

If you have any questions regarding this Notice of Reconvened Meeting, the full set delivery procedures or the Reconvened Meeting, please contact Innisfree M&A Incorporated no later than 8:15 a.m. (Eastern Daylight Time) on Thursday, October 10, 2024. Shareholders may call the toll free: (877) 750-0854; and banks and brokers may call collect: (212) 750-5833.

BY ORDER OF THE BOARD OF DIRECTORS

Carl DeLuca

General Counsel and Corporate Secretary

Li-Cycle Holdings Corp.

September 10, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE RECONVENED MEETING TO BE HELD ON THURSDAY, OCTOBER 15, 2024: This Notice of Reconvened Meeting and Supplement are first being distributed on or about September 10, 2024. This Notice of Reconvened Meeting, the Supplement, supplement No. 1 to the Proxy Statement, the Proxy Statement and our annual report are available free of charge at www.virtualshareholdermeeting.com/LICY2024.

SUPPLEMENT NO. 2 DATED SEPTEMBER 10, 2024

TO THE PROXY STATEMENT DATED APRIL 12, 2024

FOR THE RECONVENED ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

To be held on Tuesday, October 15, 2024 at 8:30 a.m. (Eastern Daylight Time)

This Supplement No. 2 (this “Supplement”), dated September 10, 2024, supplements the definitive proxy statement of Li-Cycle Holdings Corp. (“Li-Cycle” or the “Company”) dated April 12, 2024 (the “Proxy Statement”) and the supplement to the definitive proxy statement filed on May 15, 2024 (“Supplement No. 1”), relating to the Company’s 2024 annual general and special meeting of shareholders held on Thursday, May 23, 2024 at 8:30 a.m. (Eastern Daylight Time) via live audio webcast (the “Meeting”).

On May 23, 2024, at the Meeting, Proposals No. 1, 3, 4, 5 and 6 in the Proxy Statement were considered and approved by the Shareholders. The Meeting was subsequently adjourned, only with respect to Proposal No. 2 relating to the appointment of the Company’s independent registered public accounting firm to serve as independent auditor until the close of the next annual meeting of Shareholders or until a successor is appointed and the authorization of the Company’s board of directors (the “Board”) to fix the auditor’s remuneration, in order to permit the Company to complete its process to identify and recommend the appointment of a successor independent registered public accounting firm to replace KPMP LLP (which had notified the Company that it had decided to decline to stand for re-appointment at the Meeting).

The reconvened Meeting (“Reconvened Meeting”) to consider the approval of Proposal No. 2 in the Proxy Statement, as supplemented and amended by this Supplement, is scheduled to be held on Tuesday, October 15, 2024, at 8:30 a.m. (Eastern Daylight Time). The Reconvened Meeting will be held in a virtual meeting format. You can attend the Reconvened Meeting, vote your Shares electronically and submit questions by visiting www.virtualshareholdermeeting.com/LICY2024 and entering the control number located on your proxy card.

This Supplement is furnished in connection with the solicitation of proxies by the Board for use at the Reconvened Meeting. All capitalized terms not otherwise defined herein shall have the respective meanings as set forth in the Proxy Statement.

Except as supplemented and specifically amended by the information contained herein or in Supplement No. 1 or as otherwise explicitly stated herein or therein, this Supplement does not revise or update any of the other information set forth in the Proxy Statement or any other matters submitted to the Shareholders. This Supplement should be read in conjunction with the Proxy Statement, which should be read in its entirety. From and after the date of this Supplement, any references to the “Proxy Statement” are to the Proxy Statement as supplemented and amended hereby and by Supplement No. 1.

VOTING MATTERS; REVOCABILITY OF PROXIES

If you have already voted, you must resubmit your vote on Proposal No. 2 by submitting the new proxy card enclosed with this Supplement or by voting online or by telephone. If you previously submitted your vote over the telephone or through the Internet, or voted on Proposal No. 2 by proxy using the previous proxy card made available to you, and do not submit your new proxy or voting instructions, your previously submitted proxy or voting instructions will not be counted.

Properly executed proxies that do not contain voting instructions for any item will be voted in accordance with the recommendations of the Board as described on the new proxy card and in this Supplement.

Please note that the only votes that will be tabulated at the Reconvened Meeting will be on Proposal No. 2 as supplemented and amended by this Supplement.

A Shareholder who executes and returns the form of proxy may revoke it in any manner permitted by law.

If you are a registered Shareholder and you change your mind about how you voted on Proposal No. 2 after receipt of the proxy card associated with the Reconvened Meeting and prior to the Reconvened Meeting and/or you want to revoke your proxy, you may do so by providing new voting instructions or proxyholder appointment information at www.proxyvote.com at a later time, or a new form of proxy to Broadridge at a later date, or by delivering a signed written notice specifying your instructions to the registered office of the Company, Attention: Corporate Secretary, at any time up to and including the last business day before the date of the Reconvened Meeting or any adjournment or postponement thereof. A registered Shareholder may also access the Reconvened Meeting via the live audio webcast to participate and vote at the Reconvened Meeting, which will revoke any previously submitted proxy.

If you are a non-registered Shareholder and you change your mind about how you voted before the Reconvened Meeting and/or you want to revoke your proxy, contact your Intermediary to find out what to do. Please note that your Intermediary will need to receive any new instructions in enough time to act on them.

More important information regarding how to vote your Shares and how to revoke or change a proxy already given is available in the Proxy Statement in the section titled “Questions and Answers About the Proxy Materials and Annual General and Special Meeting.”

Important Notice Regarding the Availability of Proxy Materials for the Reconvened

Annual General and Special Meeting of Shareholders to be held on Tuesday, October 15, 2024, at 8:30 a.m. (Eastern Daylight Time)

The Notice of Reconvened Meeting, this Supplement, the Proxy Statement, Supplement No. 1 and our annual report are available free of charge at www.virtualshareholdermeeting.com/LICY2024. Your vote is important. Whether or not you plan to attend the Reconvened Meeting, we urge you to submit your vote in advance via the Internet, telephone or mail.

EXPLANATORY NOTE

KPMG LLP has been the independent auditor of the Company since January 31, 2022. As disclosed in the Proxy Statement, on March 28, 2024, KPMG LLP notified the Company that it has decided to decline to stand for re-appointment as the Company’s independent registered public accounting firm to serve as independent auditor. On May 23, 2024, the Company adjourned the Meeting as the Company was not able to complete its process to identify and recommend the appointment of a successor to KPMG LLP prior to the Meeting.

Following the adjournment of the Meeting, the Audit Committee of the Company completed its search process to identify a new independent registered public accounting firm to replace KPMG LLP for the 2024 fiscal year, which has resulted in the selection of Marcum Canada LLP.

This Supplement is therefore being filed to supplement the information contained in the Proxy Statement to identify Marcum Canada LLP and to recommend the appointment of Marcum Canada LLP as the successor to KPMG LLP as the Company’s independent registered public accounting firm to serve as independent auditor until the close of the next annual meeting of Shareholders or until their successor is appointed and to authorize the Company’s board of directors to fix the auditor’s remuneration.

Deloitte LLP was appointed as the Company’s auditor in connection with the formation of the Company on August 10, 2021 and served as the Company’s auditor until January 31, 2022.

SUPPLEMENTAL DISCLOSURE CONCERNING PROPOSAL NO. 2

APPOINTMENT OF INDEPENDENT AUDITOR

On August 8, 2024, the Audit Committee approved the selection of Marcum Canada LLP as the independent auditor of the Company to replace KPMG LLP and the Board approved that the appointment of Marcum Canada LLP be put forward for Shareholder approval.

The second sentence of the first paragraph in Proposal No. 2 on page 39 of the Proxy Statement is hereby deleted and replaced in its entirety as follows: A representative of Marcum Canada LLP is expected to be telephonically present at the virtual Meeting, where the representative will be available to respond to appropriate questions and, if the representative desires, to make a statement.

The third paragraph in Proposal No. 2 on page 39 of the Proxy Statement is hereby deleted in its entirety.

Changes in Registrant’s Certifying Accountant

The following paragraph is hereby inserted at the end of the section entitled “Changes in Registrant’s Certifying Accountant” on page 41 of the Proxy Statement:

On August 8, 2024, the Audit Committee approved the selection of Marcum Canada LLP as the independent auditor of the Company to replace KPMG LLP, and the Board approved that the appointment of Marcum Canada LLP be put forward for Shareholder approval. During the fiscal year ended December 31, 2023, the two-month period ended December 31, 2022, the fiscal year ended October 31, 2022, and any subsequent interim periods through to the date hereof, neither the Company nor anyone on the Company’s behalf consulted with Marcum Canada LLP prior to their selection concerning: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that Marcum Canada LLP concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; (ii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K); or (iii) any reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Auditor Independence

The following paragraph is hereby inserted at the end of the section entitled “Auditor Independence” on page 42 of the Proxy Statement:

During Fiscal 2023, there were no other professional services provided by Marcum Canada LLP that would have required our Audit Committee to consider their compatibility with maintaining the independence of Marcum Canada LLP.

Required Vote

The paragraph under the heading “Required Vote” on page 42 of the Proxy Statement is hereby deleted and replaced in its entirety as follows:

The appointment of Marcum Canada LLP as the Company’s independent registered public accounting firm to serve as independent auditor until the close of the next annual meeting of Shareholders or until their successor is appointed and the authorization of the Board to fix their remuneration requires a majority of votes cast at the Meeting by proxy or in attendance online. You may vote “FOR” or “WITHHOLD” on this proposal. A withhold or broker non-vote will not be counted as a vote cast in determining whether the requisite threshold of votes cast has approved the proposal.

Board and Management Recommendation

The paragraph under the heading “Board and Management Recommendation” on page 42 of the Proxy Statement is hereby deleted and replaced in its entirety as follows:

The Board and management of the Company recommend a vote “FOR” the appointment of Marcum Canada LLP as the Company’s independent registered public accounting firm to serve as independent auditor until the close of the next annual meeting of Shareholders or until their successor is appointed and to authorize the Board to fix their remuneration.