Shareholders at Comstock Inc. (NYSE: LODE) AGM approve 2026 equity plan and auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Comstock Inc. held its Annual General Meeting of Stockholders on May 28, 2026, where common stockholders voted on four governance items. As of the March 31, 2026 record date, 74,099,140 common shares were outstanding, with 49,067,531 shares represented in person or by proxy.
All eight director nominees were elected, each receiving over 26 million votes for, with 21,410,649 broker non-votes recorded on the director slate. Stockholders also ratified Assure CPA, LLC as independent auditors for the year ending December 31, 2026, with 43,371,791 votes for and no broker non-votes.
Stockholders approved a non-binding advisory vote on executive compensation and adopted the Comstock Inc. 2026 Equity Incentive Plan. The CEO also provided an investor presentation covering business segments, investments, and an outlook for the Metals segment, furnished as Exhibit 99.1 under Regulation FD.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.07, 7.01, 9.01
3 items
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.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares outstanding at record date: 74,099,140 shares
Shares represented at AGM: 49,067,531 shares
Votes for auditor ratification: 43,371,791 votes
+4 more
7 metrics
Shares outstanding at record date
74,099,140 shares
Common stock outstanding and entitled to vote as of March 31, 2026
Shares represented at AGM
49,067,531 shares
Shares represented in person or by proxy at May 28, 2026 AGM
Votes for auditor ratification
43,371,791 votes
Assure CPA, LLC ratified as auditor for fiscal year ending December 31, 2026
Votes for say-on-pay
25,086,914 votes
Non-binding advisory approval of named executive officer compensation
Votes for 2026 equity plan
25,069,375 votes
Approval of Comstock Inc. 2026 Equity Incentive Plan
Broker non-votes on key proposals
21,410,649 votes
Broker non-votes on director election, say-on-pay, and equity plan proposals
AGM audio availability
Until May 28, 2027
Public access period for Comstock Inc. AGM update audio
Key Terms
broker non-votes, non-binding advisory, Regulation FD, Equity Incentive Plan, +1 more
5 terms
broker non-votes financial
"There were 21,410,649 broker non-votes with respect to this proposal."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding advisory financial
"approval of a non-binding advisory resolution approving the compensation"
A non-binding advisory is a formal recommendation or vote that expresses shareholder or stakeholder opinion but does not create a legal obligation for a company to act. It matters to investors because it signals how influential groups view management decisions or policies; markets often react to that signal as if it were binding, even though the company can ignore it. Think of it like a public opinion poll that can pressure leaders but cannot force a change.
Regulation FD regulatory
"Item 7.01 Regulation FD. The Company’s Chief Executive Officer provided a brief update"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
Equity Incentive Plan financial
"approval of the Comstock Inc. 2026 Equity Incentive Plan."
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
independent registered public accounting firm financial
"appointment of Assure CPA, LLC as the Company’s independent registered public accounting firm"
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.
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): May 28, 2026
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|
(State or Other
Jurisdiction of Incorporation)
|
(Commission File Number)
|
(I.R.S. Employer
Identification Number)
|
(Address of Principal Executive Offices, including Zip Code)
Registrant’s Telephone Number, including Area Code: (775 ) 847-5272
Not Applicable
(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:
|
|
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(b) of the Act:
|
Title of each class
|
Trading symbol(s)
|
Name of each exchange on which registered
|
|
|
|
|
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 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
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
SIGNATURE
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, hereunto duly authorized.
|
COMSTOCK INC.
|
||
|
Date: June 1, 2026
|
By:
|
/s/ Corrado De Gasperis
|
|
Corrado De Gasperis
Chief Executive Officer
|
||
Exhibit 99.1
FAQ
Were all director nominees elected at Comstock Inc.’s 2026 AGM for LODE?
Yes. All eight director nominees were elected to terms expiring at the 2027 AGM. Each nominee received over 26 million votes for, with 21,410,649 broker non-votes recorded on the director election proposal.
Who is Comstock Inc.’s (LODE) independent auditor for the year ending December 31, 2026?
Assure CPA, LLC was ratified as Comstock Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 43,371,791 votes for, 5,087,109 against, and 608,631 abstentions, and no broker non-votes.
What information did Comstock Inc. (LODE) provide under Regulation FD in this 8-K?
The CEO gave an investor presentation updating business segments, investments, and strategic and operational matters, including an outlook for the Metals segment. This presentation was furnished as Exhibit 99.1 and is not deemed filed with the SEC.