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Idaho Strategic Resources (NYSE: IDR) shareholders reelect board and ratify auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Idaho Strategic Resources, Inc. held its annual meeting of shareholders, where investors elected five directors and ratified the company’s independent auditor. Shareholders representing 11,839,850 shares, or 74.89% of the 15,808,359 shares outstanding as of April 20, 2026, were present in person or by proxy.

All director nominees — John Swallow, Grant A. Brackebusch, Kevin Shiell, Richard Beaven and Carolyn Turner — were elected to serve until the 2027 annual meeting, with votes for each ranging from about 5.9 million to 6.8 million and broker non-votes of 4,914,485 shares. Shareholders also strongly supported retaining Assure, CPA, LLC as the independent registered public accounting firm, with 11,693,068 votes for, 114,287 against and 32,495 abstentions.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding 15,808,359 shares Common stock outstanding as of April 20, 2026 record date
Shares represented 11,839,850 shares Present in person or by proxy at annual meeting
Participation rate 74.89% Portion of outstanding common stock represented at meeting
Votes for John Swallow 6,846,371 votes Director election, Proposal 1
Votes for Carolyn Turner 6,475,580 votes Director election, Proposal 1
Votes for auditor ratification 11,693,068 votes Ratification of Assure, CPA, LLC, Proposal 2
Votes against auditor 114,287 votes Opposed ratification of Assure, CPA, LLC
broker non-vote financial
"Proposals | | Votes For | | | Votes Withheld | | | Broker Non-Vote"
independent registered public accounting firm financial
"Ratification of the appointment of the Company’s independent registered public accounting firm, Assure, CPA, LLC"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Definitive Proxy Statement on Schedule 14A regulatory
"described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A"
annual meeting of shareholders financial
"held an annual meeting of shareholders (the “Annual Meeting”)"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

  

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported):  

June 10, 2026

Commission file number: 001-41320

 

idr_8kimg2.jpg

 

Idaho Strategic Resources, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Idaho

 

82-0490295

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

201 N. 3rd Street, Coeur d’Alene, ID

 

83814

(Address of principal executive offices)   

 

(zip code)

 

Registrant's telephone number, including area code: (208) 625-9001

 

N/A

(Former Name or Former Address if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on Which Registered

Common Stock, no par value

 

IDR

 

NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

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

 

On June 10, 2026, Idaho Strategic Resources, Inc. (the “Company”) held an annual meeting of shareholders (the “Annual Meeting”) for consideration of the following proposals:

 

Proposal – 1.

The election of the nominees to the Company’s Board of Directors to serve until the Company’s 2027 Annual Meeting of Shareholders or until successors are duly elected and qualified; the following are nominees for re-election as Directors: John Swallow, Grant Brackebusch, Kevin Shiell, Rich Beaven and Carolyn Turner;

 

 

Proposal – 2.

Ratification of the appointment of the Company’s independent registered public accounting firm, Assure, CPA, LLC;

 

Each of the foregoing proposals is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 1, 2026.

 

As of the record date, April 20, 2026, there were 15,808,359 shares of the Company’s common stock outstanding.  At the Annual Meeting, there were present in person or by proxy 11,839,850 shares of the Company’s common stock, representing 74.89% of the Company’s total outstanding common stock.  The results for each proposal submitted to a vote of shareholders at the Annual Meeting are as follows:

 

Proposals

 

Votes For

 

 

Votes Withheld

 

 

Broker Non-Vote

 

Proposal 1 – Election of Directors

 

 

 

 

 

 

 

 

 

John Swallow

 

 

6,846,371

 

 

 

78,994

 

 

 

4,914,485

 

Grant Brackebusch

 

 

6,329,188

 

 

 

596,177

 

 

 

4,914,485

 

Kevin Shiell

 

 

5,924,575

 

 

 

1,000,790

 

 

 

4,914,485

 

Richard Beaven

 

 

5,938,889

 

 

 

986,476

 

 

 

4,914,485

 

Carolyn Turner

 

 

6,475,580

 

 

 

449,785

 

 

 

4,914,485

 

 

 

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Vote

 

Proposal 2 – Ratification of Company’s independent registered public accounting firm for the ensuing year

 

 

11,693,068

 

 

 

114,287

 

 

 

32,495

 

 

 

0

 

 

Based on the above voting results, (i) the director nominees, John Swallow, Grant A. Brackebusch, Kevin Shiell, Rich Beaven and Carolyn Turner were elected directors, each for a term expiring at the 2027 annual meeting of shareholders, (ii) Assure, CPA, LLC was ratified as the Company’s independent registered accounting firm for the ensuing year.

 

 

2

 

 

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.  

 

 

IDAHO STRATEGIC RESOURCES, INC.

 

 

 

 

 

 

By:

/s/ John Swallow

 

 

 

 

 

 

John Swallow

 

 

Its: President & CEO

 

 

Date: June 11, 2026

 

 

 

3

 

FAQ

What did Idaho Strategic Resources (IDR) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing five directors and ratifying the independent auditor. All nominees were elected to serve until the 2027 annual meeting, and Assure, CPA, LLC was ratified as the company’s independent registered public accounting firm for the ensuing year.

How many Idaho Strategic Resources (IDR) shares were represented at the annual meeting?

A total of 11,839,850 shares of common stock were represented in person or by proxy. This equaled 74.89% of the 15,808,359 shares outstanding as of the April 20, 2026 record date, indicating strong shareholder participation.

Were all Idaho Strategic Resources (IDR) director nominees elected in 2026?

Yes, all five nominees were elected. John Swallow received 6,846,371 votes for, while the other nominees received between about 5.9 million and 6.5 million votes for, with each candidate facing relatively low withheld votes and consistent broker non-votes.

How did Idaho Strategic Resources (IDR) shareholders vote on the company’s auditor?

Shareholders strongly ratified Assure, CPA, LLC as auditor, with 11,693,068 votes for, 114,287 against and 32,495 abstentions. There were no broker non-votes on this item, showing broad support for the current independent registered public accounting firm.

What was the record date and outstanding share count for Idaho Strategic Resources (IDR)?

The record date for the annual meeting was April 20, 2026. As of that date, Idaho Strategic Resources had 15,808,359 shares of common stock outstanding, which determined which shareholders were entitled to vote at the meeting.

Who is Idaho Strategic Resources’ independent registered public accounting firm for the ensuing year?

Assure, CPA, LLC will serve as the independent registered public accounting firm. Its appointment was ratified by shareholders with 11,693,068 votes for and only 114,287 against, plus 32,495 abstentions, confirming continued support for the existing audit relationship.

Filing Exhibits & Attachments

5 documents