[8-K] RARE ELEMENT RESOURCES LTD Reports Material Event

Rhea-AI Filing Summary

Rare Element Resources Ltd. reported two routine governance items. The company disclosed that its Chief Operating Officer, Mr. Pickarts, will retire effective December 31, 2025, and the retirement is not due to any disagreement with the company on operations, policies or practices. The company filed a definitive management information and proxy circular on July 28, 2025, with a record date of July 16, 2025 showing 516,134,712 common shares outstanding and entitled to vote. At the shareholders' meeting, 425,864,040 common shares were present or represented by proxy, about 82.5% of outstanding shares. Shareholders elected the full slate of directors presented, leaving the board composed of the seven persons elected at the meeting.

Positive

• COO retirement disclosed as non-disagreement, reducing concerns about internal disputes
• High shareholder turnout (~82.5%) at the meeting, indicating strong investor engagement
• Entire slate of directors elected, preserving board continuity with seven directors

Negative

• No succession details disclosed for the COO position effective December 31, 2025
• Filing contains no financial or operational data to assess impact of leadership change

Insights

Financial Analyst

TL;DR: Governance update and an announced COO retirement; shareholder meeting had strong turnout and directors were re-elected.

The filing reports a non-disagreement retirement of the COO effective December 31, 2025, which is a personnel change to note but contains no operational or financial details. Shareholder participation was high at approximately 82.5% of outstanding shares, indicating robust engagement or contested matters reflected in turnout, and the full slate of seven directors was elected as presented. For investors, this filing supplies governance continuity through board re-election and advance notice of an upcoming executive transition, but it provides no financial metrics, succession details, or timing for a successor.

Corporate Governance Expert

TL;DR: Routine disclosure: orderly executive retirement and confirmed board composition after shareholder vote.

The company clearly states the COO's retirement is voluntary and not the result of a disagreement, which mitigates immediate governance risk. The proxy filing and record-date disclosure show standard procedural compliance. Election of the entire slate preserves board continuity; however, the filing does not include succession plans or any committee changes. From a governance perspective, the material provided is procedural and non-material beyond signaling an upcoming leadership vacancy.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): September 8, 2025

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RARE ELEMENT RESOURCES LTD.

(Exact name of registrant as specified in its charter)

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British Columbia, Canada	001-34852	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

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P.O. Box 271049 Littleton, Colorado	80127
(Address of principal executive offices)	(Zip Code)

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Registrant’s telephone number, including area code:	(720) 278-2460

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Not Applicable

(Former name or former address, if changed since last report)

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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:

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

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

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

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

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Securities registered pursuant to Section 12(b) of the Act: None

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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).

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Emerging growth company ☐

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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. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 8, 2025, Jaye Pickarts notified Rare Element Resources Ltd. (the “Company”) of his decision to retire from his position as Chief Operating Officer of the Company, effective December 31, 2025. Mr. Pickarts’ decision to retire is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

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

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On September 9, 2025, the Company held its 2025 annual meeting of shareholders (the “Meeting”).  At the Meeting, two proposals were submitted to the shareholders for approval as set forth in the Company’s definitive management information and proxy circular filed on July 28, 2025.  As of the record date (July 16, 2025), a total of 516,134,712 common shares of the Company were outstanding and entitled to vote.  In total, 425,864,040 common shares were present in person or represented by proxy at the Meeting, which represented approximately 82.5% of the shares outstanding and entitled to vote as of the record date.

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The votes on the proposals were cast as set forth below:

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1.Proposal No. 1 – Election of Directors.  The shareholders elected the entire slate of directors presented to the shareholders.  As a result, the Company’s board of directors consists of the seven persons elected at the Meeting.

Name	​	For	​	Withheld	​	Broker Non-Votes
Gerald W. Grandey	​	396,804,136	​	789,744	​	28,270,160
Craig S. Bartels	​	391,248,553	​	6,345,327	​	28,270,160
Barton S. Brundage	​	390,799,948	​	6,793,932	​	28,270,160
Nicole J. Champine	​	391,168,873	​	6,425,007	​	28,270,160
Paul J. Hickey	​	391,173,047	​	6,420,833	​	28,270,160
Kenneth J. Mushinski	​	391,190,834	​	6,403,046	​	28,270,160
Pamela L. Saxton	​	396,749,868	​	844,012	​	28,270,160

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2.Proposal No. 2 – Ratification of the appointment of Haynie & Company as the independent registered public accounting firm of the Company until the next annual meeting of shareholders of the Company at an amount of remuneration to be fixed by the directors.

For	​	Against	​	Abstain
424,929,041	​	189,539	​	745,460

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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.

Date:  September 12, 2025

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​	RARE ELEMENT RESOURCES LTD.
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​	By:	/s/ Wayne E. Rich
​	Name:	Wayne E. Rich
​	Title:	Chief Financial Officer

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FAQ

What did Rare Element Resources (REEMF) disclose in this 8-K?

The company disclosed the COO, Mr. Pickarts, will retire effective December 31, 2025, the retirement is not due to a disagreement, and shareholders elected the full slate of seven directors.

How many shares were outstanding and how many voted?

As of the record date (July 16, 2025) there were 516,134,712 common shares outstanding and 425,864,040 shares (about 82.5%) were present or represented by proxy at the meeting.

Was the COO's retirement related to any disagreement with the company?

No. The filing states the decision to retire is not the result of any disagreement with the company on operations, policies, or practices.

What happened to the board of directors at the meeting?

Shareholders elected the entire slate of directors presented, resulting in a board consisting of the seven persons elected at the meeting.

Did the filing include succession plans or financial impacts?

No. The filing does not provide details on a successor for the COO or any financial or operational impacts.