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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)
October 1, 2026
| |
UNITED
STATES ANTIMONY CORPORATION |
|
| |
(Exact
name of registrant as specified in its charter) |
|
| Texas |
|
001-08675 |
|
81-0305822 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File No.) |
|
(IRS Employer
Identification Number) |
| 4438
W. Lovers Lane, Unit
100, Dallas,
TX |
|
75209 |
| (Address of principal executive officers) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (406)
606-4117
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 |
| Common
Stock, $0.01 par value |
|
UAMY |
|
NYSE |
| Common
Stock, $0.01 par value |
|
UAMY |
|
NYSE
Texas |
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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 1, 2026, United States Antimony
Corporation (the “Company”) entered into an employment agreement with Gary C. Evans to continue as the Chief Executive Officer
of the Company (the “Employment Agreement”). The following is a summary of the material terms of the Employment Agreement.
The Employment Agreement is effective as of August 1,
2026. The Employment Agreement has a three-year term and provides for an annual base salary of $430,000 per year, subject to annual review.
Mr. Evans will have an opportunity to receive an annual bonus based upon the achievement of performance goals established from year
to year by the Compensation Committee of the Company in consultation with the Company’s Board of Directors. Mr. Evans will
also have an opportunity to participate in the benefit plans maintained by the Company to the extent eligible, subject to the terms and
conditions of such plans, and he will be entitled to five (5) weeks of paid vacation each year, offered consistent with the Company’s
policy for senior executives.
Pursuant to the Employment Agreement, if a change
in control of the Company occurs during the term of the Employment Agreement and, within twenty-four months following such change in control,
the Company terminates Mr. Evans’ employment other than for “cause” or Mr. Evans resigns for “good reason”
(as such terms are defined in the Employment Agreement), then the Company will pay to Mr. Evans an amount equal to two times the
sum of Mr. Evans’ then-current base salary and target bonus with respect to the immediately prior calendar year, payable in
substantially equal installments over the twenty-four (24) months following his termination, subject to Mr. Evans’ compliance
with certain restrictive covenants and execution and non-revocation of a mutual general release of claims.
Pursuant to the Employment Agreement, if the
Company terminates Mr. Evans’ employment other than for cause or Mr. Evans resigns for good reason prior to a change
in control or more than twenty-four (24) months following a change in control, then the Company will pay Mr. Evans an amount
equal to one-and-a-half (1.5) times the sum of Mr. Evans’ then-current base salary and target bonus payable in
substantially equal installments over eighteen (18) months in accordance with the Company’s normal payroll practices, in
addition to a pro-rated bonus for the calendar year in which the termination date occurs, each subject to Mr. Evans’
compliance with certain restrictive covenants and execution and non-revocation of a separation agreement and mutual general release
of claims. In addition, within thirty (30) days of the termination date, the Company will pay Mr. Evans in
a lump sum in cash any “accrued obligations” (as such term is defined in the Employment Agreement).
The Employment Agreement contains certain non-competition,
customer and prospective customer non-solicitation / non-interference and personnel non-solicitation covenants that apply during his employment
with the Company and for periods between one (1) and two (2) years following his termination of employment.
The foregoing summary of the Employment Agreement
does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as
Exhibit 10.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 10.1 |
|
Employment Agreement, dated October 1, 2026, between the Company and Gary C. Evans |
| 104 |
|
Cover Page Interactive Data File (embedded with the inline XBRL document) |
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.
| |
UNITED STATES ANTIMONY CORPORATION |
| |
|
| Dated: |
October 2, 2026 |
By: |
/s/ Shawn P. Winkler |
| |
Shawn P. Winkler |
| |
SVP and Chief Financial Officer |
