LODE Comstock Inc. - 8-K

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 28, 2026, Comstock Inc. (the “Company”) held its Annual General Meeting of Stockholders (the “AGM”). During the AGM, common stockholders of the Company were asked to consider and vote on four proposals: (1) election of the eight Board of Directors nominees set forth in the Company's 2026 Proxy Statement, (2) ratification of the appointment of Assure CPA, LLC (“Assure”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, (3) approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers, and (4) approval of the Comstock Inc. 2026 Equity Incentive Plan.

As of the March 31, 2026, record date associated with the AGM, there were 74,099,140 shares of common stock outstanding and entitled to vote. Of the total shares of common stock outstanding on the record date, the holders of 49,067,531 of those shares were represented in person or by proxy at the AGM. For each proposal, the results of the shareholder voting were as follows:

1. Election of directors.

All of the nominees for directors were elected to serve for a term that expires at the 2027 AGM, by the votes set forth below.

Nominee

Voted For

Withheld

Donald A. Colvin

26,977,438

679,444

Corrado De Gasperis

26,256,106

1,400,776

Leo M. Drozdoff

26,845,800

811,082

Walter A. Marting, Jr.

26,650,576

1,006,306

William J. Nance

26,710,314

946,568

Steven Y. Pei

27,025,458

631,424

Kristin M. Slanina

26,638,758

1,018,124

Robert M. Spence

27,014,466

642,416

There were 21,410,649 broker non-votes with respect to this proposal.

2. Ratification of appointment of independent registered public accounting firm (the “auditors.”)

Assure was appointed and ratified as the Company’s auditors for the fiscal year ending December 31, 2026, as set forth below.

Voted For

Voted Against

Abstain

43,371,791

5,087,109

608,631

The appointment of Assure is a routine matter and, therefore, there were no broker non-votes.

3. Advisory vote on executive compensation.

The stockholders approved a non-binding advisory item for the compensation of the named executive officers as set forth below.

Voted For

Voted Against

Abstain

Broker Non-Votes

25,086,914

1,747,486

822,482

21,410,649

4. Vote on Comstock Inc. 2026 Equity Incentive Plan.

The stockholders approved the Comstock Inc. 2026 Equity Incentive Plan as set forth below.

Voted For

Voted Against

Abstain

Broker Non-Votes

25,069,375

1,393,479

1,194,028

21,410,649

Item 7.01 Regulation FD.

The Company’s Chief Executive Officer provided a brief update of the Company’s business segments and investments, and reviewed certain strategic and operational updates, including an update and outlook for its Metals segment. The presentation is furnished as Exhibit 99.1 and incorporated by reference herein and therefore is not to be considered “filed” with the U.S. Securities and Exchange Commission.

The overview was consistent with the Annual Shareholder letter that can be found in the Annual Report at https://www.sec.gov/Archives/edgar/data/1120970/000114036126014248/ef20070222_ars.pdf . A copy of the presentation of our Annual Meeting may be viewed and heard by copying and pasting the following URL into your web browser. The audio update will be available to the public until May 28, 2027.

Comstock Inc. AGM Update (including Q&A)

https://www.comstock.inc/investors/

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1

Investor Presentation issued by Comstock Inc.

104

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