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Rare Earths Americas sets 2026 virtual annual meeting

Rare Earths Americas, Inc. (REA) announced the schedule and key deadlines for its first annual meeting of stockholders.

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rare Earths Americas, Inc. (REA) announced the schedule and key deadlines for its first annual meeting of stockholders. The 2026 Annual Meeting will be held virtually on November 12, 2026, with the close of business on September 21, 2026 set as the record date for determining stockholders entitled to notice and to vote.

Stockholder proposals under Rule 14a-8 must be received by the Corporate Secretary by the close of business on September 4, 2026. For other business and director nominations under the Bylaws, written notice must be delivered between the close of business on July 15, 2026 and the close of business on August 29, 2026. Stockholders intending to use the universal proxy process under Rule 14a-19 must also notify the Corporate Secretary by the close of business on August 29, 2026.

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Item 5.08 Shareholder Director Nominations Governance
Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
2026 Annual Meeting date November 12, 2026 Date set by the Board for the first annual meeting of stockholders
Record date September 21, 2026 Close of business date to determine stockholders entitled to notice and vote
Rule 14a-8 proposal deadline September 4, 2026 Close of business deadline for stockholder proposals for inclusion in proxy materials
Advance notice opening date July 15, 2026 Earliest date for Bylaw notices of director nominations or other business
Advance notice and universal proxy deadline August 29, 2026 Close of business deadline for Bylaw notices and Rule 14a-19 universal proxy notices
record date financial
"the close of business on September 21, 2026 as the record date"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Rule 14a-8 regulatory
"pursuant to Rule 14a-8 under the Exchange Act, stockholder proposals"
Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.
advance notice regulatory
"In accordance with the Company’s Bylaws ... must provide written notice"
universal proxy regulatory
"any stockholder intending to solicit proxies ... pursuant to Rule 14a-19"
Rule 14a-19 regulatory
"solicit proxies at the 2026 Annual Meeting ... pursuant to Rule 14a-19"
Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.

FAQ

When is Rare Earths Americas, Inc. (REA) holding its 2026 Annual Meeting?

The 2026 Annual Meeting of Rare Earths Americas, Inc. will be held on November 12, 2026 as a virtual-only meeting conducted via live webcast. Details on how stockholders can access, participate in, and vote at the meeting will be provided in the definitive proxy statement.

What is the record date for REA’s 2026 Annual Meeting?

The Board set the close of business on September 21, 2026 as the record date for Rare Earths Americas, Inc.’s 2026 Annual Meeting. Only stockholders of record at that time will be entitled to receive notice of and vote at the meeting.

What is the deadline to submit stockholder proposals under Rule 14a-8 for REA?

To be considered for inclusion in Rare Earths Americas, Inc.’s proxy materials under Rule 14a-8, stockholder proposals must be received in writing by the Corporate Secretary no later than the close of business on September 4, 2026 and must comply with Rule 14a-8 requirements.

What are the deadlines to nominate directors or submit other business at REA’s 2026 meeting?

Under the Company’s Bylaws, stockholders must deliver written notice of director nominations or other business for the 2026 Annual Meeting no earlier than the close of business on July 15, 2026 and no later than the close of business on August 29, 2026, in compliance with Sections 2.14 and 2.15.

What is required for stockholders using universal proxy rules at REA’s 2026 meeting?

Stockholders intending to solicit proxies in support of director nominees other than the Company’s nominees under Rule 14a-19 must provide written notice to the Corporate Secretary by the close of business on August 29, 2026, including the information required by Rule 14a-19 and the Company’s Bylaws.

Will REA’s 2026 Annual Meeting be held in person or virtually?

The 2026 Annual Meeting of Rare Earths Americas, Inc. will be held as a virtual meeting exclusively online via live webcast. Specific access and participation instructions will be described in the Company’s definitive proxy statement filed with the SEC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): August 19, 2026

 

 

Rare Earths Americas, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Texas

001-43268

39-4918133

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

101 W. Main Street

 

Manchester, Georgia

 

31816

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (706) 846-5063

 

 

(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

Common stock, $ 0.0001 par value

 

REA

 

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 5.08 Shareholder Director Nominations.

 

To the extent applicable, the information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.

 

Item 8.01 Other Events.

 

On August 19, 2026, the Board of Directors (the “Board”) of Rare Earths Americas, Inc. (the “Company”) established November 12, 2026 as the date of the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). The Board has fixed the close of business on September 21, 2026 as the record date for determining the stockholders entitled to notice of and to vote at the 2026 Annual Meeting.

 

The 2026 Annual Meeting will be held as a virtual meeting exclusively online via a live webcast. The time of the 2026 Annual Meeting, as well as the details regarding how stockholders can access, participate in, and vote at the virtual meeting, will be set forth in the Company’s definitive proxy statement for the 2026 Annual Meeting to be filed with the Securities and Exchange Commission (the “SEC”).

 

Because the 2026 Annual Meeting will be the Company’s first annual meeting of stockholders, in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is establishing the deadlines for submitting stockholder proposals and director nominations.

 

Rule 14a-8 Stockholder Proposals

 

To be considered for inclusion in the Company’s proxy materials for the 2026 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act, stockholder proposals must be received in writing by the Company’s Corporate Secretary at the Company’s principal executive offices no later than the close of business on September 4, 2026, which the Company has determined to be a reasonable time before it begins to print and send its proxy materials. All such proposals must also comply with the requirements of Rule 14a-8.

 

Advance Notice of Director Nominations and Other Business

 

In accordance with the Company’s Bylaws (the “Bylaws”), because there has been no prior annual meeting, any shareholder who intends to nominate a person for election as a director or submit a proposal for consideration at the 2026 Annual Meeting must provide written notice to the Company’s Secretary no earlier than the close of business on July 15, 2026 (the 120th day before the meeting) and no later than the close of business on August 29, 2026. This August 29, 2026 deadline represents the later of the 90th day before the meeting (August 14, 2026) and the 10th day following the day on which this public announcement of the date of the 2026 Annual Meeting is first made. Such notice must comply with the requirements set forth in Section 2.14 and Section 2.15 of the Bylaws.

 

Universal Proxy Rules

 

In addition to complying with the deadline and other requirements set forth in the Company’s Bylaws, any stockholder intending to solicit proxies at the 2026 Annual Meeting in support of director nominees other than the Company’s nominees pursuant to Rule 14a-19 under the Exchange Act must provide written notice to the Company's Corporate Secretary no later than the close of business on August 29, 2026. Such notice must include the information required by Rule 14a-19 and the Company's Bylaws.


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 hereunto duly authorized.

 

 

 

Rare Earths Americas, Inc.

 

 

 

 

Date:

August 20, 2026

By:

/s/ Jennifer S. Grafton

 

 

 

Jennifer S. Grafton, COO, General Counsel and Secretary

 


Filing Exhibits & Attachments

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