USAR USA Rare Earth, Inc. - 8-K

Item 5.07    Submission of Matters to a Vote of Security Holders

On June 3, 2026, USA Rare Earth, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), to (i) elect six (6) members of its Board of Directors (the “Board”), and (ii) ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

As of April 8, 2026, the Record Date for the Annual Meeting, 217,985,608 shares of the Company’s Common Stock and 1,224,351 shares of the Company’s Series A Preferred Stock, representing 2,379,796 shares of Common Stock on an as-converted basis, were outstanding on the Record Date and are entitled to be voted at the Annual Meeting. Holders of our Common Stock and Series A Preferred Stock (on an as converted basis) will vote as a single class on each matter presented at the Annual Meeting. At the Annual Meeting, an aggregate of 133,837,645 (60.73%) of all votes of shares of Common Stock and Series A Preferred Stock, held as of the Record Date and entitled to vote at the Annual Meeting, were present virtually or by proxy, which represented a quorum.

The final results for the proposals voted on at the Annual Meeting are set forth below:

Proposal 1 – Election of Directors

The stockholders elected six (6) Directors of the Board to serve for a one-year term until the Company’s 2027 Annual Meeting of Stockholders or a respective successor is elected and qualified or until the director’s earlier death, resignation, or removal. The following table shows the results of the stockholders’ vote:

Nominee for Director

Votes For

Votes Against

Abstain/Withheld

Broker Non-Votes

Michael Blitzer

72,349,305

—

12,666,307

48,822,033

Dr. Thomas Caulfield

84,594,718

—

420,894

48,822,033

Barbara Humpton

84,539,571

—

476,041

48,822,033

Otto Schwethelm

77,107,170

—

7,908,442

48,822,033

Michael Senft

79,884,823

—

5,130,789

48,822,033

Carolyn Trabuco

73,238,170

—

11,777,442

48,822,033

Proposal 2 – Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

This proposal was approved. The following table shows the results of the stockholders’ vote:

Votes For

Votes Against

Abstentions

132,873,290

458,042

506,313