Li Cycle : 2023 Annual Report Proxy Statement

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.

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207 Queens Quay West, Suite 590

Toronto, ON M5J 1A7, Canada

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

OF SHAREHOLDERS OF LI-CYCLE HOLDINGS CORP.

To the Shareholders of Li-Cycle Holdings Corp.:

Notice is hereby given that the annual general and special meeting (the ''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 May 23, 2024 at 8:30 a.m. (Eastern Daylight Time) via live audio webcast online at www.virtualshareholdermeeting.com/LICY2024for the following purposes:

1. to receive the Company's consolidated financial statements for the fiscal year ended December 31, 2023, including the auditor's report thereon;
2. to elect nine (9) directors of the Company who will serve until the end of the next annual meeting of the Shareholders or until their successors are elected or appointed;
3. to appoint 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 (the ''Board'') to fix the auditor's remuneration;
4. to approve a special resolution authorizing an amendment to the Company's articles to implement a consolidation of the Company's issued and outstanding Shares on the basis of a consolidation ratio within a range between 2 pre-consolidation Shares for 1 post- consolidation Share and 8 pre-consolidation Shares for 1 post-consolidation Share (the ''Share Consolidation''), with the ratio to be selected and implemented by the Board in its sole discretion, if at all, at any time prior to the next annual meeting of the Shareholders;
5. to approve, on an advisory basis, the compensation of our named executive officers;
6. to approve, on an advisory basis, the frequency of future shareholder advisory votes on the compensation of our named executive officers;
7. to approve any adjournment of the Meeting to a later date to be determined by the Chair of the Meeting, if necessary, to permit the Company to complete the search for a successor auditor; and
8. to consider such other business that may properly come before the Meeting or any adjournment thereof.

You are entitled to receive notice of, and vote at, the Meeting or any postponement(s) or adjournment(s) of the Meeting if you are a Shareholder of record at the close of business on April 8,

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2024 (the ''Record Date''). The rules of the Securities and Exchange Commission and Ontario securities laws allow us to furnish our proxy materials over the Internet. We are sending Shareholders a notice with instructions for accessing the materials and voting via the Internet rather than mailing a full paper set of materials on or about April 12, 2024. The notice of availability contains instructions on how to access our proxy materials on the Internet, as well as instructions on obtaining a paper copy. Notice-and-access reduces the Company's printing and mailing costs and is environmentally friendly as it reduces paper and energy consumption. Our proxy statement and our annual report will also be

available at www.virtualshareholdermeeting.com/LICY2024, on our website athttps://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 are a registered Shareholder or duly appointed proxyholder, you are entitled to vote at the Meeting online or by telephone and your vote is immediately confirmed and tabulated. However, even if you currently plan to participate in the webcast for the 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 Meeting for any reason. If you receive a paper copy of the proxy materials, 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 May 21, 2024 (or, if the 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 Meeting in accordance with their instructions.

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

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If you have any questions regarding this notice, the notice-and-access procedures or the Meeting, please contact Innisfree M&A Incorporated (''Innisfree'') no later 8:15 a.m. Eastern Daylight Time on May 21, 2024. Shareholders may call the toll free: [phone]; and Banks and Brokers may call collect: [phone].

BY ORDER OF THE BOARD OF DIRECTORS

Carl DeLuca

General Counsel and Corporate Secretary

Li-Cycle Holdings Corp.

April 12, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 23, 2024: This Notice of Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about April 12, 2024. This Notice of Meeting, the Proxy Statement and our annual report are available free of charge at www.virtualshareholdermeeting.com/LICY2024.

TABLE OF CONTENTS

Page

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

OF LI-CYCLE HOLDINGS CORP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i INTERNET AVAILABILITY OF PROXY MATERIALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL GENERAL AND SPECIAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . 16 COMPENSATION OF NON-EMPLOYEE DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 PROPOSAL NO. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 PROPOSAL NO. 2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 PROPOSAL NO. 3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 PROPOSAL NO. 4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 PROPOSAL NO. 5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 PROPOSAL NO. 6. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 COMPENSATION COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 CEO PAY RATIO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86 PAY VERSUS PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87 RELATED PARTY TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92 SECURITY OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

SHAREHOLDER PROPOSAL DEADLINES FOR 2025 ANNUAL MEETING OF SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104 OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105 ANNEX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1 ANNEX B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1 ANNEX C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1 ANNEX D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1

LI-CYCLE HOLDINGS CORP.

207 Queens Quay West, Suite 590

Toronto, ON M5J 1A7, Canada

PROXY STATEMENT

FOR THE 2024 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

To be held at 8:30 a.m., Eastern Daylight Time, on Thursday, May 23, 2024

This proxy statement (the ''Proxy Statement'') and the enclosed form of proxy are furnished in connection with the solicitation of proxies by and on behalf of the management of Li-Cycle Holdings Corp. (the ''Company'' or ''Li-Cycle''), for use at the annual general and special meeting (the ''Meeting'') of shareholders of Li-Cycle (the ''Shareholders'') to be held at 8:30 a.m. (Eastern Daylight Time) on May 23, 2024 virtually via live audio webcast online, and at any adjournment(s) or postponement(s) thereof, for the purposes set forth in the accompanying notice of the Meeting (the ''Notice of Meeting'').

No person has been authorized to give any information or make any representation in connection with the matters to be considered at the Meeting other than those contained in this Proxy Statement and, if given or made, any such information or representation must not be relied upon as having been authorized.

Meeting Information

The Meeting will be held online via live audio webcast at www.virtualshareholdermeeting.com/LICY2024. You will be asked to provide the control number located on your proxy card. Your control number is located inside the box with an arrow beside it on your Notice of Meeting or proxy card.

Through the audio webcast format, all Shareholders, regardless of geographic location and equity ownership, will have an equal opportunity to participate at the Meeting and engage with directors and management of the Company. Shareholders will not be able to attend the Meeting in person. Shareholders will be able to listen to the Meeting live, submit questions live and vote online. The Notice of Meeting containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (our ''Annual Report'') is first being mailed on or about April 12, 2024 to all Shareholders entitled to vote at the Meeting.

For additional details on how to attend and participate in the Meeting, please see the section titled ''Questions and Answers About the Proxy Materials and Annual General and Special Meeting'' below.

Information Contained in this Proxy Statement

Unless the context requires otherwise, references in this Proxy Statement to ''Li-Cycle'', ''we'', ''us'', ''our'', or the ''Company'' include Li-Cycle and all of its subsidiaries. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders.

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.

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INTERNET AVAILABILITY OF PROXY MATERIALS

In accordance with U.S. Securities and Exchange Commission (''SEC'') rules and Ontario securities laws, we are using the Internet as our primary means of furnishing proxy materials to our Shareholders. Consequently, most Shareholders will not receive paper copies of our proxy materials. We will instead send Shareholders a Notice of Meeting with instructions for accessing the proxy materials, including this Proxy Statement and our Annual Report, and voting via the Internet. The Notice of Meeting also provides information on how Shareholders may obtain paper copies of our proxy materials if they so choose. We believe this rule makes the proxy distribution process more efficient, less costly and helps in conserving natural resources.

FORWARD-LOOKING STATEMENTS

This Proxy Statement includes forward-looking statements. Forward-looking statements include all statements that are not historical facts, including statements regarding our corporate responsibility goals and commitments and our executive compensation program. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks, uncertainties, and other important factors that are discussed in our Annual Report and subsequent quarterly reports and other filings filed with the SEC from time to time. We assume no obligation to update any forward-looking statements or information, which speak as of their respective dates.

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QUESTIONS AND ANSWERS

ABOUT THE PROXY MATERIALS AND ANNUAL GENERAL AND

SPECIAL MEETING

The information provided in the ''question and answer'' format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully.

Why am I receiving these materials?

This Proxy Statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by the management of the Company for use at the Meeting and any postponements, rescheduling or adjournments thereof. The Meeting will be held virtually on Thursday, May 23, 2024, at 8:30 a.m., Eastern Daylight Time. You will be able to attend the virtual Meeting, vote your Shares electronically and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/LICY2024and entering the control number located on your proxy card or Notice of Meeting.

Shareholders are invited to attend the virtual Meeting and are requested to vote on the items of business described in this Proxy Statement. The Notice of Meeting, which contains instructions on how to access the proxy materials and our Annual Report, is first being sent or given on or about April 12, 2024 to all Shareholder entitled to notice of and to vote at the Meeting. The proxy materials and our Annual Report can be accessed by following the instructions in the Notice of Meeting as well as online at our Investor Relations website at https://investors.li-cycle.com.

What will I be voting on?

You will be voting on:

1. the election of nine (9) directors of the Company who will serve until the end of the next annual Shareholders' meeting or until their successors are elected or appointed (see page 38 of this Proxy Statement);
2. 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 (see page 39 of this Proxy Statement);
3. the approval of a special resolution authorizing an amendment to the Company's articles to implement a consolidation of the Company's issued and outstanding Shares on the basis of a consolidation ratio within a range between 2 pre-consolidation Shares for 1 post- consolidation Share and 8 pre-consolidation Shares for 1 post-consolidation Share (the ''Share Consolidation''), with the ratio to be selected and implemented by the Board in its sole discretion, if at all, at any time prior to the next annual meeting of the Shareholders (see page 44 of this Proxy Statement);
4. the approval, on an advisory basis, of the compensation of our named executive officers (see page 55 of this Proxy Statement);

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1. the approval, on an advisory basis, of the frequency of future shareholder advisory votes on the compensation of our named executive officers (see page 56 of this Proxy Statement);
2. the approval of any adjournment of the Meeting to a later date to be determined by the Chair of the Meeting, if necessary, (the ''Adjournment Proposal'') to permit the Company to complete the search for a successor auditor (see page 58 of this Proxy Statement''); and
3. any other business that may properly come before the Meeting.

The Board and management of the Company recommend that you vote FOR the election of the nine (9) proposed nominees for election as directors of the Company; FOR 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 their successor is appointed and the authorization of the Board to fix their remuneration; FOR the Share Consolidation Resolution (as defined below); FOR the approval, on an advisory basis, of the compensation of our named executive officers; ONE YEAR for the frequency, on an advisory basis, of future shareholder advisory votes on the compensation of our named executive officers; and FOR the Adjournment Proposal.

What other matters may be brought before the Meeting?

As of the date of this Proxy Statement, we are not aware of any other matters that will be presented for consideration at the Meeting. If any other matters are properly brought before the Meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment pursuant to the discretionary authority confirmed by the form of proxy.

Who is soliciting my proxy?

The management of the Company is soliciting your proxy. The Company's management requests that you sign and return the form of proxy or voting instruction form, as applicable, so that your votes are exercised at the Meeting. The solicitation of proxies will be primarily by mail. However, the directors, officers and employees of the Company may also solicit proxies by telephone, by internet, in writing, or in person. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the non-registered(beneficial) Shareholders of the Shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocketexpenses in connection with such solicitation. The Company may also use the services of outside firms to solicit proxies. The cost of soliciting proxies will be borne by the Company.

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The Company has retained Innisfree M&A Incorporated (''Innisfree'') as its proxy solicitation agent for assistance in connection with the solicitation of proxies for the Meeting, and will pay Innisfree fees of approximately $35,000 for such services including anticipated certain out-of- pocket expenses.

Who is entitled to vote?

Only registered holders of Shares as at the close of business on April 8, 2024 (the ''Record Date''), or their duly appointed proxyholders or representatives, are entitled to vote at the Meeting or any postponement or adjournment thereof. No person becoming a Shareholder after the Record Date will be entitled to vote at the Meeting or any postponement or adjournment thereof. The failure of a Shareholder to receive this Notice of Meeting does not deprive the Shareholder of the right to vote at the Meeting.

The authorized share capital of the Company consists of (i) an unlimited number of Shares, and

1. an unlimited number of preferred shares, issuable in series. As at the Record Date, 179,082,557 Shares and no preferred shares were issued and outstanding. Each Share is entitled to one vote.

How do I know if I am a registered Shareholder or a non-registered (beneficial) Shareholder?

You are a registered Shareholder if your Shares are registered directly in your name with our transfer agent, Continental Stock Transfer and Trust Company.

You are a non-registeredShareholder (also called a beneficial Shareholder) if your Shares are held in the name of a nominee (also called an intermediary), such as a securities broker, trustee, or other financial institution (an ''Intermediary'').

Only registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting.

How do I attend the Meeting online?

This year's Meeting will be a completely ''virtual meeting'' of Shareholders, conducted online via live audio webcast. Shareholders will not be able to attend the Meeting in person. In order to participate online in real-time, submit questions and vote at the Meeting, Shareholders and duly appointed proxyholders must follow the instructions below.