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MP Materials (NYSE: MP) reports director elections and auditor ratification at 2026 meeting

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

Rhea-AI Filing Summary

MP Materials Corp. reported the results of its Annual Meeting of Stockholders held on June 9, 2026. Stockholders elected two Class III directors, Arnold W. Donald and Randall J. Weisenburger, to serve until the 2029 Annual Meeting of Stockholders.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with about 70.5 million votes in favor and 20.7 million against. In addition, they ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with over 129.3 million votes in favor.

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.
Votes for Arnold W. Donald 78,024,548 votes Election as Class III director at June 9, 2026 annual meeting
Votes for Randall J. Weisenburger 74,725,578 votes Election as Class III director at June 9, 2026 annual meeting
Say-on-pay votes for 70,496,592 votes Advisory approval of named executive officer compensation
Say-on-pay votes against 20,735,952 votes Advisory approval of named executive officer compensation
Auditor ratification votes for 129,305,494 votes Ratification of KPMG LLP for fiscal year ending December 31, 2026
Auditor ratification votes against 858,587 votes Ratification of KPMG LLP for fiscal year ending December 31, 2026
Annual Meeting of Stockholders regulatory
"On June 9, 2026, MP Materials Corp. ... held its Annual Meeting of Stockholders"
Class III directors regulatory
"election of two Class III directors to serve until the 2029 Annual Meeting"
Class III directors are members of a company’s board assigned to one of several staggered term groups, so only that class faces election in a particular year while other classes stay in place. For investors this affects corporate control and takeover risk because staggered elections make it slower and harder for an outside group to replace a majority of directors quickly—think of it as a rotating schedule for board seats that provides continuity but can also entrench existing leadership.
advisory basis regulatory
"approved, on an advisory basis, the compensation paid to the Company’s named executive officers"
independent registered public accounting firm financial
"ratified the appointment of KPMG LLP 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.
broker non-votes regulatory
"Votes FOR | Votes AGAINST | Abstentions | Broker Non-Votes"
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.
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Understanding 8-K Material Events →
0001801368FALSEMP Materials Corp. / DE00018013682026-06-092026-06-09

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 9, 2026

MP MATERIALS CORP.
(Exact name of registrant as specified in its charter)
Delaware001-3927784-4465489
(State or other jurisdiction of incorporation)
(Commission File Number)(IRS Employer Identification No.)
1700 S. Pavilion Center Drive, Suite 800
Las Vegas, Nevada 89135
(Address of principal executive offices and Zip Code)
(702) 844-6111
(Registrant’s telephone number, including area code)
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:
☐ 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value of $0.0001 per shareMPNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 9, 2026, MP Materials Corp., a Delaware corporation (the “Company”), held its Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, the stockholders of the Company: (i) elected two Class III directors to serve until the 2029 Annual Meeting of Stockholders; (ii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers; and (iii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Proposal One. Election of two Class III directors to serve until the 2029 Annual Meeting of Stockholders. The final vote tabulation for each of the individual directors was as follows:
DirectorVotes FORVotes WITHHELDBroker Non-Votes
Arnold W. Donald78,024,54813,579,00338,838,978
Randall J. Weisenburger74,725,57816,877,97338,838,978
The term of office of each of Connie K. Duckworth, Maryanne R. Lavan, James H. Litinsky, Andrew A. McKnight, and General (Retired) Richard B. Myers continued following the Annual Meeting.
Proposal Two. Advisory vote to approve the compensation of the Company’s named executive officers. The final vote tabulation was as follows:
Votes FORVotes AGAINSTAbstentionsBroker Non-Votes
70,496,59220,735,952371,00738,838,978
Proposal Three. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final vote tabulation was as follows:
Votes FORVotes AGAINSTAbstentionsBroker Non-Votes
129,305,494858,587278,448—
2

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.
Dated: June 10, 2026MP MATERIALS CORP.
By:/s/ Elliot D. Hoops
Elliot D. Hoops
General Counsel and Secretary
3

Source: View Original Filing on SEC EDGAR

FAQ

What did MP (MP Materials Corp.) stockholders vote on at the June 2026 annual meeting?

Stockholders voted on three key items: electing two Class III directors, approving executive compensation on an advisory basis, and ratifying KPMG LLP as independent auditor for the fiscal year ending December 31, 2026. All three proposals received sufficient support to pass.

Which directors were elected at MP’s 2026 Annual Meeting of Stockholders?

Stockholders elected Arnold W. Donald and Randall J. Weisenburger as Class III directors to serve until the 2029 Annual Meeting of Stockholders. Their elections received strong majority support, with each director getting more than 74.7 million votes in favor versus withheld votes.

How did MP stockholders vote on executive compensation in 2026?

MP stockholders approved, on an advisory basis, the compensation of the company’s named executive officers. The vote totaled 70,496,592 shares for, 20,735,952 against, and 371,007 abstentions, with 38,838,978 broker non-votes. This reflects majority support for the company’s pay practices.

Was KPMG LLP ratified as MP’s independent auditor for 2026?

Yes. Stockholders ratified KPMG LLP as MP Materials Corp.’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 129,305,494 votes for, 858,587 against, and 278,448 abstentions, indicating broad stockholder support for the auditor selection.

What were the vote totals for director Arnold W. Donald at MP’s 2026 meeting?

Arnold W. Donald received 78,024,548 votes for election as a Class III director, with 13,579,003 votes withheld and 38,838,978 broker non-votes. These results confirm his election to serve until the 2029 Annual Meeting of Stockholders.

How many votes did director Randall J. Weisenburger receive at MP’s 2026 meeting?

Randall J. Weisenburger received 74,725,578 votes for his election as a Class III director, with 16,877,973 votes withheld and 38,838,978 broker non-votes. This vote confirms his term running through the 2029 Annual Meeting of Stockholders.

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