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$USAR·8-K

USA Rare Earth, Inc. · Jun 4, 5:12 PM ET

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USA Rare Earth, Inc. 8-K

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USA Rare Earth Reports 2026 Annual Meeting Results; Directors Elected

What Happened
USA Rare Earth, Inc. filed an 8-K on June 4, 2026 reporting the results of its 2026 Annual Meeting of Stockholders. Six directors were elected to one-year terms (until the 2027 Annual Meeting) and stockholders ratified BDO USA, P.C. as the company’s independent registered public accounting firm for the year ending December 31, 2026. The Record Date was April 8, 2026.

Key Details

  • Record Date and shares outstanding: 217,985,608 shares of Common Stock and 1,224,351 shares of Series A Preferred Stock (equal to 2,379,796 common shares on an as-converted basis), for a combined 220,365,404 voting-equivalent shares outstanding as of April 8, 2026.
  • Quorum: 133,837,645 shares (60.73% of voting-equivalent shares) were present virtually or by proxy.
  • Directors elected (one-year terms) and votes For / Abstain / Broker non-votes:
    • Michael Blitzer: 72,349,305 For; 12,666,307 Abstain/Withheld; 48,822,033 Broker Non-Votes
    • Dr. Thomas Caulfield: 84,594,718 For; 420,894 Abstain/Withheld; 48,822,033 Broker Non-Votes
    • Barbara Humpton: 84,539,571 For; 476,041 Abstain/Withheld; 48,822,033 Broker Non-Votes
    • Otto Schwethelm: 77,107,170 For; 7,908,442 Abstain/Withheld; 48,822,033 Broker Non-Votes
    • Michael Senft: 79,884,823 For; 5,130,789 Abstain/Withheld; 48,822,033 Broker Non-Votes
    • Carolyn Trabuco: 73,238,170 For; 11,777,442 Abstain/Withheld; 48,822,033 Broker Non-Votes
  • Auditor ratification: BDO USA, P.C. was ratified with 132,873,290 votes For, 458,042 Against, and 506,313 Abstentions.

Why It Matters
These voting results confirm the company’s board composition and the auditor for FY2026, which are key governance matters investors watch for oversight and financial reporting continuity. The presence of substantial broker non-votes (48.8 million) on the director elections indicates many shares were voted on the auditor ratification but not on director nominees—useful context for interpreting shareholder support levels. The one-year director terms mean the board will again be up for election at the 2027 Annual Meeting.

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