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Electra Battery (NASDAQ: ELBM) wins shareholder OK for LTIP and reverse split

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Electra Battery Materials Corporation reported voting results from its June 23, 2026 annual and special shareholder meeting. Holders of 48,202,558 common shares, representing 46.47% of issued shares, were represented. Shareholders elected seven directors and reappointed MNP LLP as auditor with 98.66% of votes for.

Shareholders approved the 2022 Amended and Restated LTIP, an Employee Share Purchase Plan, and ratified grants of 1,600,000 options, 190,459 deferred share units, and 174,000 restricted share units. They also approved a special resolution authorizing, but not requiring, a reverse split of common shares at a ratio between 1-for-2 and 1-for-6, which the board may implement at its discretion.

Positive

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Insights

Electra shareholders approved all AGM items, including incentive plans and reverse split authority.

Electra Battery Materials obtained shareholder approval for its long-term incentive plan, employee share purchase plan, prior equity grants, and the re-election of all seven directors. Auditor MNP LLP was reappointed with a strong 98.66% support level, indicating broad backing for current governance.

The reverse split resolution passed with 91.10% support, giving the board flexibility to consolidate shares between 1-for-2 and 1-for-6. This authorization does not require implementation; any decision and effective date will depend on future board judgment and be announced separately.

Shares represented 48,202,558 shares Common shares represented at June 23, 2026 meeting
Meeting participation 46.47% Percentage of issued and outstanding common shares represented
Auditor appointment support 47,554,437 votes (98.66%) Votes for MNP LLP as auditor
Reverse split approval 43,913,756 votes (91.10%) Votes for special resolution authorizing reverse split
Option limit under LTIP 8,725,000 shares Maximum common shares issuable as options in LTIP
RSU and PSU limits 440,000 shares each Maximum common shares for RSUs and PSUs under LTIP
DSU limit under LTIP 1,385,784 shares Maximum common shares for deferred share units
Ratified equity grants 1,600,000 options; 190,459 DSUs; 174,000 RSUs Grants ratified in excess of prior LTIP limits
Reverse Split financial
"approval of a special resolution authorizing a potential reverse split of the Company’s issued and outstanding Common Shares"
A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.
2022 Amended and Restated LTIP financial
"At the meeting, shareholders also approved the 2022 amended and restated LTIP"
Deferred Share Units financial
"Deferred Share Units shall not exceed 1,385,784 Common Shares"
Deferred share units are promises that give an executive or director the right to receive company shares or their cash value at a future date, often when they retire or leave the company. Think of them as a paycheck held in a savings account that converts into stock later; they matter to investors because they tie pay to long-term performance, create potential future dilution of shares, and represent a delayed cash or share obligation the company must eventually fulfill.
Performance Share Units financial
"Performance Share Units shall not exceed 440,000 Common Shares"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
Employee Share Purchase Plan financial
"Shareholders also approved the Employee Share Purchase Plan for the Company"
A program that lets employees buy their employer’s stock, often through regular payroll deductions and sometimes at a discounted price or with matching contributions; think of it as a company-run savings plan that converts part of pay into ownership. It matters to investors because it can increase insider ownership and employee motivation, potentially affecting company performance, and can slightly change share supply when new stock is issued or sold.
disinterested shareholders regulatory
"adopted as an ordinary resolution of the disinterested shareholders of the Company"
Disinterested shareholders are investors who have no special personal, financial, or family ties to a specific corporate transaction or decision and therefore stand to gain or lose only through their ordinary ownership of the company. They matter because many important votes and fairness assessments rely on the views of these impartial owners—think of them as jurors in a trial—so their approval or opposition can determine whether deals are accepted and whether a process is seen as fair to all investors.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number: 001-41356

Electra Battery Materials Corporation
(Translation of registrant's name into English)

133 Richmond St W, Suite 602
Toronto, Ontario, M5H 2L3 Canada
(416) 900-3891 

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ]      Form 40-F [   ] 

Incorporation by Reference

The information contained in this Report on Form 6-K (this “Form 6-K”) and Exhibits 99.1 and 99.2 herewith are hereby incorporated by reference as an exhibit to (i) the Registration Statement on Form S-8 (File No. 333-264589), (ii) the Registration Statement on Form F-3, as amended (File No. 333-288364) and (iii) the Registration Statement on Form F-3, as amended (File No. 333-291766) of Electra Battery Materials Corporation (the “Company”).

 


DOCUMENTS INCLUDED AS PART OF THIS REPORT

 

Exhibit Number Description
   
99.1 Press Release dated June 23, 2026   
99.2 Report of Voting Results

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

      Electra Battery Materials Corporation    
  (Registrant)
   
  
Date: June 23, 2026     /s/ Trent Mell    
  Trent Mell
  Chief Executive Officer and Director
  

EXHIBIT 99.1

Electra Announces Voting Results from 2026 Annual Meeting of Shareholders

TORONTO, June 23, 2026 (GLOBE NEWSWIRE) -- Electra Battery Materials Corporation (NASDAQ: ELBM; TSX-V: ELBM) (“Electra” or the “Company”) announces voting results from its 2026 annual general and special meeting of shareholders held today, June 23, 2026, in Toronto.

A total of 48,202,558 common shares in the capital of the Company (“Common Shares”), representing 46.47% of Electra’s issued and outstanding Common Shares, were represented in person or by proxy at the meeting. Shareholders voted in favour of all items of business put forth at the meeting, including the appointment of MNP LLP as external auditors.

Each of the seven director nominees listed in the management information circular was elected to serve until the next annual meeting of shareholders or until their successors are duly elected or appointed, as set out below:

NomineeVotes For% of Votes ForVotes Against% Against
David Stetson36,854,00298.79%452,4771.21%
John Pollesel36,733,58798.46%572,8921.54%
Trent Mell36,754,56898.52%551,9111.48%
Alden Greenhouse36,886,94098.88%419,5391.12%
Gerard Hueber36,745,33298.50%561,1471.50%
Jody Thomas36,658,51198.26%647,9681.74%
Susan Uthayakumar36,793,40498.62%513,0751.38%


At the meeting, shareholders also approved the 2022 amended and restated LTIP (the “2022 Amended and Restated LTIP”). The 2022 Amended and Restated LTIP was last approved by shareholders on June 24, 2025 and the LTIP resolution does not amend the 2022 Amended and Restated LTIP, other than increasing the number of awards issuable thereunder. As approved, the maximum number of Common Shares issuable pursuant to: (i) Options shall not exceed 8,725,000 Common Shares; (ii) Restricted Share Units shall not exceed 440,000 Common Shares; (iii) Performance Share Units shall not exceed 440,000 Common Shares; and (iv) Deferred Share Units shall not exceed 1,385,784 Common Shares.

Shareholders also approved the Employee Share Purchase Plan for the Company (the “ESP Plan”). The ESP Plan was last approved by shareholders on December 20, 2024 and the ESP Plan resolution does not amend the ESP Plan other than to increase the maximum number of Common Shares reserved for issuance thereunder from 250,000 to 400,000.

The 2022 Amended and Restated LTIP and ESP Plan were conditionally approved by the TSX Venture Exchange (the “TSXV”) on May 4, 2026 and remain subject to final acceptance of the TSXV.

The business of the meeting also included approval of a ratification of the grant of (i) 1,600,000 Options, (ii) 190,459 Deferred Share Units and (iii) 174,000 Restricted Share Units in excess of the limits prescribed in the 2022 Amended and Restated LTIP and approval of a special resolution authorizing a potential reverse split of the Company’s issued and outstanding Common Shares (the “Reverse Split”) at a ratio of one (1) post-reverse split Common Share for between two (2) and six (6) pre-reverse split Common Shares, as determined by the board of directors of the Company (the “Board”) in its sole discretion.

The Reverse Split resolution authorizes, but does not require, the Board to complete a reverse split of the Company’s issued and outstanding Common Shares. Even though shareholder approval has been obtained, the Board may elect not to proceed with the Reverse Split. If implemented, the Company will announce the effective date and final ratio by news release.

The Company’s full voting results at the meeting are available on SEDAR+ at www.sedarplus.com.

About Electra Battery Materials

Electra is a leader in advancing North America’s critical minerals supply chain for lithium-ion batteries. The Company’s primary focus is constructing North America’s only cobalt sulfate refinery, as part of a phased strategy to onshore critical minerals refining and reduce reliance on foreign supply chains. In addition to the Refinery, Electra holds a significant land package in Idaho’s Cobalt Belt, including its Iron Creek project and surrounding properties, positioning the Company as a potential cornerstone for North American cobalt and copper production.

Electra is also advancing black mass recycling opportunities to recover critical materials from end-of-life batteries, while continuing to evaluate growth opportunities in nickel refining and other downstream battery materials. For more information, please visit www.ElectraBMC.com.

Contact

Heather Smiles
Vice President, External Affairs & Corporate Development
Electra Battery Materials
info@ElectraBMC.com
1.416.900.3891

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward Looking Statements

This news release may contain forward-looking statements and forward-looking information (together, “forward-looking statements”) within the meaning of applicable securities laws. All statements, other than statements of historical facts, are forward-looking statements, including statements in this release relating to the Reverse Split, whether it will be effected and pursuant to what ratio. Generally, forward-looking statements can be identified by the use of terminology such as “plans”, “expects”, “estimates”, “intends”, “anticipates”, “believes” or variations of such words, or statements that certain actions, events or results “may”, “could”, “would”, “might”, “occur” or “be achieved” or similar expressions and are based on current assumptions and expectations. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, and opportunities to differ materially from those implied by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements are set forth in the management discussion and analysis and other disclosures of risk factors for Electra Battery Materials Corporation, at www.sedarplus.com and on EDGAR at www.sec.gov. Whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including, but not limited to, that the Company may determine not to effect a Reverse Split, and the risk of potential adverse market perception or volatility associated with any such actions. Although Electra Battery Materials Corporation believes that the information and assumptions used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by applicable law, Electra Battery Materials Corporation disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

EXHIBIT 99.2

 

 

 

ELECTRA BATTERY MATERIALS CORPORATION

(the “Company”)

 

REPORT OF VOTING RESULTS

 

In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, the Company hereby advises of the results of the voting on the matters submitted to the annual and special meeting (the “Meeting”) of shareholders of the Company (the “Shareholders”) held on Tuesday, June 23, 2026. At the Meeting, the Shareholders were asked to consider certain matters outlined in the Notice of Annual and Special Meeting of Shareholders and Management Information Circular dated April 30, 2026 (the “Circular”). The matters voted upon at the Meeting and the results of the voting as provided by TSX Trust Company after the Meeting were as follows:

 

1.Appointment of Auditor

 

The Voting Results showed that 48,202,558 of the issued and outstanding shares of the Company were voted on this matter, the results of which are as follows:

 

Appointment of Auditor Votes For % of Votes For Votes Withheld % of Votes Withheld
MNP LLP 47,554,437 98.66 648,121 1.34

 

As a result of the foregoing, MNP LLP was appointed as the auditors of the Company for the ensuing year until the close of the next annual general meeting of shareholders, at a remuneration to be fixed by the Board of Directors.

 

2.Election of Directors

 

The Voting Results showed that 37,306,479 of the issued and outstanding shares of the Company were voted on this matter, the results of which are as follows:

 

Nominee Votes For % of Votes For Votes Against % of Votes Against
Trent Mell 36,754,568 98.52 551,911 1.48
John Pollesel 36,733,587 98.46 572,892 1.54
Alden Greenhouse 36,886,940 98.88 419,539 1.12
Gerard Hueber 36,745,332 98.50 561,147 1.50
David Stetson 36,854,002 98.79 452,477 1.21
Jody Thomas 36,658,511 98.26 647,968 1.74
Susan Uthayakumar 36,793,404 98.62 513,075 1.38

 

As a result of the foregoing each of the above-noted seven nominee directors were elected directors of the Company for the ensuing year or until their successors are elected or appointed.

 

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3.2022 Amended and Restated LTIP

 

The vote on this resolution was required to be approved by the affirmative vote of a simple majority of the votes cast by shareholders. The Voting Results showed that 37,306,478 of the issued and outstanding shares of the Company were voted on this matter, the results of which are as follows:

 

 

 

Votes For

% of Votes For Votes Against % of Votes Against
2022 Amended and Restated LTIP 26,711,405 71.60 10,595,073 28.40

 

As a result of the foregoing, the resolution described on pages 15 and 16 of the Circular was adopted as an ordinary resolution of the shareholders of the Company and the 2022 Amended and Restated LTIP was approved.

 

4.Employee Share Purchase Plan

 

The vote on this resolution was required to be approved by the affirmative vote of a simple majority of the votes cast by shareholders. The Voting Results showed that 37,306,478 of the issued and outstanding shares of the Company were voted on this matter, the results of which are as follows:

 

 

 

Votes For

% of Votes For Votes Against % of Votes Against
Employee Share Purchase Plan 27,559,102 73.87 9,747,376 26.13

 

As a result of the foregoing, the resolution described on page 17 of the Circular was adopted as an ordinary resolution of the shareholders of the Company and the Employee Share Purchase Plan was approved.

 

5.Ratification of Previous Grants

 

The vote on this resolution was required to be approved by the affirmative vote of a simple majority of the votes cast by disinterested shareholders. The Voting Results showed that 37,306,479 of the issued and outstanding shares of the Company were voted on this matter, the results of which are as follows:

 

  Votes For % of Votes For Votes Against % of Votes Against
Ratification of Previous Grants 27,469,148 73.63 9,837,331 26.37

 

As a result of the foregoing, the resolution described on page 18 of the Circular was adopted as an ordinary resolution of the disinterested shareholders of the Company and the ratification of previous grants was approved.

 

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6.Reverse Split of the Common Shares

 

The vote on this special resolution was required to be approved by no less than two-thirds of the votes cast by the holders of Common Shares present in person, or represented by proxy, at the Meeting. The Voting Results showed that 48,202,559 of the issued and outstanding shares of the Company were voted on this matter, the results of which are as follows:

 

  Votes For % of Votes For Votes Against % of Votes Against
Reverse Split of the Common Shares 43,913,756 91.10 4,288,803 8.90

 

As a result of the foregoing, the resolution described on pages 21-22 of the Circular was adopted as a special resolution of the Company and the Reverse Split was approved.

 

 

DATED this 23rd day of June, 2026.

 

 

ELECTRA BATTERY MATERIALS CORPORATION

 

/s/ David Allen

 

By:    ___________________________________

David Allen, Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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FAQ

What did Electra Battery Materials (ELBM) shareholders approve at the 2026 meeting?

Shareholders approved all items, including electing seven directors, reappointing MNP LLP as auditor, renewing the 2022 Amended and Restated LTIP, approving the Employee Share Purchase Plan, ratifying prior equity grants, and authorizing a potential reverse split of the common shares at a 1-for-2 to 1-for-6 ratio.

How many Electra Battery Materials (ELBM) shares were represented at the 2026 AGM?

A total of 48,202,558 common shares were represented, equal to 46.47% of Electra’s issued and outstanding common shares. This quorum level allowed shareholders to vote on director elections, auditor appointment, incentive plans, prior grants ratification, and the special resolution authorizing a potential reverse split of the stock.

What reverse split did Electra Battery Materials (ELBM) shareholders authorize?

Shareholders approved a special resolution authorizing a potential reverse split of Electra’s common shares at a ratio of one post-split share for between two and six pre-split shares. The board is authorized but not required to implement this consolidation and will later set any final ratio and effective date.

What changes were approved to Electra Battery Materials’ (ELBM) long-term incentive plan?

The 2022 Amended and Restated LTIP was approved, increasing the maximum issuable awards to 8,725,000 common shares for options, 440,000 for restricted share units, 440,000 for performance share units, and 1,385,784 for deferred share units, expanding Electra’s equity-based compensation capacity.

What was decided about Electra Battery Materials’ (ELBM) Employee Share Purchase Plan?

Shareholders approved the Employee Share Purchase Plan and increased the maximum number of common shares reserved for issuance under the plan from 250,000 to 400,000. This change expands the pool of shares available for employee participation in Electra’s share purchase program.

How strongly did Electra Battery Materials (ELBM) shareholders support the reverse split resolution?

The reverse split special resolution received 43,913,756 votes for and 4,288,803 votes against, representing 91.10% support and 8.90% opposition. This level of approval gives the board clear authority to implement a share consolidation within the approved range if it later chooses.

Filing Exhibits & Attachments

2 documents