United States Antimony (UAMY) asks shareholders to approve doubling authorized common shares
United States Antimony Corporation (USAC) is soliciting proxies for its virtual 2026 Annual Meeting to be held on June 12, 2026. Shareholders of record as of April 15, 2026 may vote on three proposals: election of seven directors, approval to increase authorized common shares, and ratification of Assure CPA, LLC as independent auditors. The Board recommends voting FOR all proposals. The proxy materials and the 2025 Annual Report on Form 10-K are available at www.proxyvote.com.
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Insights
Proxy seeks shareholder approval to increase authorized common shares and routine governance votes.
The proposal to amend the Certificate of Formation would raise total authorized shares to 550,000,000 (Common Stock to 500,000,000) from the current 300,000,000, enabling the Board to issue additional equity without further shareholder approval once filed.
Key dependencies include Board action to file the amendment and shareholder majority approval; the Board may abandon the amendment prior to filing. Subsequent issuances, if any, would dilute existing ownership in proportion to shares issued.
Executive pay is materially equity‑heavy in 2025, driven by large stock and option awards.
2025 total compensation for the CEO is reported at $5,038,488, with substantial equity award values and option grants detailed in the Summary Compensation Table and outstanding awards table. Equity adjustments materially increase "compensation actually paid" figures for 2025.
Pay disclosures show large year‑over‑year swings tied to equity grant valuation; shareholders may weigh this alongside the proposed authorized share increase that could be used for future equity grants.
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☒ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to § 240.14a-12 |
(Name of Registrant as Specified in Its Charter) |
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
☒ | No fee required. |
☐ | Fee paid previously with preliminary materials |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |

Sincerely, | |||
/s/ Gary C. Evans | |||
Gary C. Evans | |||
Chairman and CEO | |||
1. | To elect each of the seven directors named in the Proxy Statement for a term of one year; |
2. | To approve an amendment to the Certificate of Formation to increase the number of shares authorized for issuance by the Company; |
3. | To ratify the appointment of Assure CPA, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
4. | To transact any other business that properly comes before the meeting. |
By Order of the Board of Directors, | |||
Gary C. Evans | |||
Chairman and CEO | |||
Date: | June 12, 2026 | ||
Time: | 4:15 P.M., Eastern Time | ||
Place: | Virtually at www.virtualshareholdermeeting.com/UAMY2026 | ||
1. | Notice of Annual Meeting of Shareholders; |
2. | A Proxy Designation attached hereto (the “Proxy”); and |
3. | A copy of the 2025 Annual Report on Form 10-K. |
• | Submitting a new proxy with a later date; |
• | Notifying Broadridge Financial Solutions, Inc. in writing before the annual meeting that you have revoked your proxy by delivering such writing to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717; or |
• | attending and voting at the annual meeting |
• | Gary C. Evans (Chairman and Chief Executive Officer) |
• | Dr. Blaise Aguirre |
• | Lloyd Joseph Bardswich (Director and Executive Vice President, Chief Mining Engineer) |
• | Joseph A. Carrabba |
• | General (Ret.) John M. Keane |
• | Jon R. Marinelli |
• | Michael A. McManus |
Name | Age | Position | ||||
Gary C. Evans | 68 | Chairman and CEO (PEO) | ||||
Lloyd Joseph Bardswich | 81 | Director and EVP, Chief Mining Engineer | ||||
Dr. Blaise Aguirre | 61 | Director | ||||
Joseph A. Carrabba | 73 | Director | ||||
General (Ret.) John M. Keane | 83 | Director | ||||
Jon R. Marinelli | 57 | Director | ||||
Michael A. McManus | 83 | Director | ||||
• | Dr. Blaise Aguirre |
• | Joseph A. Carrabba |
• | General (Ret.) John M. Keane |
• | Jon R. Marinelli |
• | Michael A. McManus |
• | Michael A. McManus |
• | Dr. Blaise Aguirre |
• | Joseph A. Carrabba |
• | Jon R. Marinelli |
• | The Board acts efficiently and effectively under this structure. |
• | This structure allows the Company and the Board to be aware of major changes and issues facing us on a day-to-day and long-term basis, to identify key risks and developments facing us, and to bring such risks and developments to the Board’s attention. |
• | This structure lessens the potential for confusion and duplication of efforts, including among employees. |
• | The wide diversity of past business experience among the Company’s board members provides overall business judgment effectiveness in decision making. |
Name | Fees Earned or paid in Cash | Stock Awards | Option Awards | Total | ||||||||
Dr. Blaise Aguirre, Director | $124,000 | $175,274 | $69,564 | $368,838 | ||||||||
Joseph A. Carrabba, Director | $138,500 | $175,274 | $69,564 | $383,338 | ||||||||
Michael A. McManus, Director | $137,500 | $175,274 | $69,564 | $382,338 | ||||||||
General (Ret.) John M. Keane, Director | $34,780 | $290,532 | $115,258 | $440,570 | ||||||||
Jon R. Marinelli, Director | $9,181 | $149,995 | $74,999 | $234,175 | ||||||||
Name | Age | Position | ||||
Gary C. Evans | 68 | Chairman and CEO (PEO) | ||||
Lloyd Joseph Bardswich | 81 | Director and EVP, Chief Mining Engineer | ||||
Richard R. Isaak | 57 | SVP, Chief Financial Officer (PFO) | ||||
Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(2) | All Other Compensation | Total | ||||||||||||||
Gary C. Evans, Chairman and CEO(3) | 2025 | $314,769 | $330,000 | $2,295,000 | $2,092,500 | $6,219 | $5,038,488 | ||||||||||||||
2024 | $0 | $200,000 | $165,000 | $120,000 | $167,084 | $652,084 | |||||||||||||||
Lloyd Joseph Bardswich, EVP, Chief Mining Engineer & Director(4) | 2025 | $150,000 | $200,000 | $550,800 | $627,750 | $2,827 | $1,531,377 | ||||||||||||||
2024 | $12,692 | $100,000 | $110,000 | $80,000 | $89,167 | $391,859 | |||||||||||||||
Richard R. Isaak, SVP, Chief Financial Officer(5) | 2025 | $192,462 | $170,000 | $550,800 | $558,000 | $3,853 | $1,475,115 | ||||||||||||||
2024 | $174,635 | $150,000 | $44,000 | $64,000 | $0 | $432,635 | |||||||||||||||
(1) | The value represents the aggregate grant date fair value of Restricted Stock Units as computed in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information on the valuation assumptions used in calculating the grant-date fair value of the awards reported in this column, refer to Note 14, Stockholders’ Equity of the footnotes to the Company’s consolidated financial statements included in its 2025 Form 10-K. |
(2) | The value represents the aggregate grant date fair value of stock options as computed in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information on the valuation assumptions used in calculating the grant-date fair value of the options reported in this column, refer to Note 14, Stockholders’ Equity of the footnotes to the Company’s consolidated financial statements included in its 2025 Form 10-K. |
(3) | All other compensation in 2025 represents the Company’s contribution to the employee 401(k) retirement plan. All other compensation in 2024 represents fees paid for board service |
(4) | All other compensation in 2025 represents the Company’s contribution to the employee 401(k) retirement plan. All other compensation in 2024 represents fees paid for board service. |
(5) | All other compensation in 2025 represents the Company’s contribution to the employee 401(k) retirement plan. |
Name and Principal Position | Number of Securities Underlying Unexercised Options (#) unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Value of Shares or Units of Stock that have not Vested ($) | ||||||||||
Gary C. Evans, Chairman and CEO | 500,000 | $0.22 | 3/1/2027 | 250,000 | $1,255,000 | ||||||||||
750,000 | $2.57 | 5/27/2035 | 500,000 | $2,510,000 | |||||||||||
Lloyd Joseph Bardswich, EVP, Chief Mining Engineer & Director | 333,333 | $0.22 | 3/1/2027 | 166,666 | $836,663 | ||||||||||
225,000 | $2.57 | 5/27/2035 | 120,000 | $602,400 | |||||||||||
Richard R. Isaak, SVP, Chief Financial Officer | 266,667 | $0.22 | 3/1/2027 | 66,667 | $334,668 | ||||||||||
200,000 | $2.57 | 5/27/2035 | 120,000 | $602,400 | |||||||||||
• | Change in control agreements; |
• | Supplemental compensation policies; |
• | Any practices or policies regarding hedging or offsetting any decrease in the market value of registrant equity securities; |
• | Employment contracts; |
• | Separation or severance agreements; or |
• | Any other type of compensation arrangements with its named executive officers. |
Year | Summary Compensation Table Total for PEO(1) $ | Compensation Actually Paid to PEO(2) $ | Average Summary Compensation Table Total for Other NEOs(3) $ | Average Compensation Actually Paid to Other NEOs(2) $ | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(4) $ | Net Income (Loss)(5) $ | ||||||||||||
2025 | $ | $ | $ | $ | $ | ($ | ||||||||||||
2024 | $ | $ | $ | $ | $ | ($ | ||||||||||||
2023 | $ | $ | $ | $ | $ | ($ | ||||||||||||
(1) | Represents the amounts reported in the Total column of the Summary Compensation Table for the PEO, who was |
(2) | SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine compensation “actually paid” in the Pay versus Performance table. Compensation “actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a valuation calculated under applicable SEC rules. In general, compensation “actually paid” is calculated as summary compensation table total compensation adjusted to (a) include the value of any pension benefit (or loss) attributed to the past fiscal year, including on account of any amendments adopted during such year; and (b) include the fair value of equity awards attributed to the past fiscal year factoring in dividends and interest accrued with respect to such awards. For purposes of this disclosure, no pension valuation adjustments were required for any year presented and there were no equity awards in fiscal year 2023. The following table provides the calculation of compensation actually paid to the PEO and other NEOs for fiscal year 2025: |
Year | Executives | Summary Compensation Table Total $ | Deduct Reported Value of Equity Awards(a) $ | Add Equity Award Adjustments(b) $ | Compensation Actually Paid $ | ||||||||||
2025 | PEO | $ | ($ | $ | $ | ||||||||||
2025 | Other NEOs | $ | ($ | $ | $ | ||||||||||
(a) | The amounts in this column represent the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for fiscal year 2025. |
(b) | The amounts added or deducted in calculating the equity award adjustments for fiscal year 2025 were as follows: |
Year | Executives | Year-end fair value of equity awards granted during the year $ | Year over year change in fair value of outstanding and unvested equity awards $ | Fair value as of vesting date of equity awards granted and vested during the year $ | Year over year change in fair value of equity awards granted in prior years that vested during the year $ | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year $ | Total equity award adjustments $ | ||||||||||||||
2025 | PEO | $ | $ | $ | $ | $ | |||||||||||||||
2025 | Other NEOs | $ | $ | $ | $ | $ | |||||||||||||||
(3) | Represents an average of the amounts reported in the Total column of the Summary Compensation Table for the other NEOs. The average for 2025 included Lloyd Joseph Bardswich and Richard R. Isaak. The average for 2024 included Lloyd Joseph Bardswich, Richard R. Isaak and John C. Gustavsen. The average for 2023 included Richard R. Isaak and Kelly J. Stopher. |
(4) | TSR is determined based on the value of an initial fixed investment of $100 at the end of the 2022 fiscal year. |
(5) | Represents net income (loss) as reported in the consolidated financial statements included in our 2025 Annual Report Form 10-K and 2024 Annual Report on Form 10-K/A . |
• | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
• | Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Commission and in other public communications made by an issuer; |
• | Compliance with applicable governmental laws, rules and regulations; |
• | The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and |
• | Accountability for adherence to the code. |
Title of Class of Stock | Name and Address of Beneficial Owner(1) | Amount and Nature of Beneficial Ownership(2) | Percent of Class(1) | Percent of Voting Stock(1) | ||||||||
More than 5% owners: | ||||||||||||
Common Stock | State Street Corporation, One Congress Street, Suite 1, Boston, MA 02114 | 7,669,026 | 5.4% | 5.3% | ||||||||
Common Stock | Creative Planning, LLC, 5454 W. 110th Street Overland Park, KS 66211 | 7,435,101 | 5.2% | 5.2% | ||||||||
Series B Preferred | Excel Mineral Company, P.O. Box 3800 Santa Barbara, CA 93130 | 750,000(3) | 100.0% | N/A | ||||||||
Series C Preferred | Walter Maquire, Sr., PO Box 129, Keller, VA 23401 | 49,091(4) | 27.6% | 0.0% | ||||||||
Series C Preferred | Richard A. Woods, 59 Penn Circle West Penn Plaza Apts. Pittsburgh, PA 15206 | 48,305(4) | 27.2% | 0.0% | ||||||||
Series C Preferred | Dr. Warren A. Evans, 69 Ponfret Landing Road Brooklyn, CT 06234 | 48,305(4) | 27.2% | 0.0% | ||||||||
Series C Preferred | Edward Robinson, 1007 Spruce Street, 1st floor Philadelphia, PA 19107 | 32,203 (4) | 18.1% | 0.0% | ||||||||
Directors and Executive Officers: | ||||||||||||
Common Stock | Dr. Blaise Aguirre | 879,854 | 0.6% | 0.6% | ||||||||
Common Stock | Lloyd Joseph Bardswich | 982,483 | 0.7% | 0.7% | ||||||||
Common Stock | Joseph A. Carrabba | 355,134 | 0.2% | 0.2% | ||||||||
Common Stock | Gary C. Evans | 3,479,565 | 2.4% | 2.4% | ||||||||
Common Stock | Jeffrey Fink | 113,535 | 0.1% | 0.1% | ||||||||
Common Stock | John C. Gustavsen | 707,042 | 0.5% | 0.5% | ||||||||
Common Stock | Richard R. Isaak | 574,886 | 0.4% | 0.4% | ||||||||
Common Stock | General (Ret.) John M. Keane | — | —% | —% | ||||||||
Common Stock | John R. Marinelli | — | —% | —% | ||||||||
Common Stock | Michael A. McManus | 822,701 | 0.6% | 0.6% | ||||||||
Common Stock | Melissa M. Pagen | 258,158 | 0.2% | 0.2% | ||||||||
Common Stock | All Directors and Executive Officers as a Group | 8,173,358 | 5.4% | 5.4% | ||||||||
Common and Preferred Voting Stock | All Directors and Executive Officers as a Group | 8,173,358 | 5.4% | 5.4% | ||||||||
(1) | Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities, which includes the power to dispose of or to direct the disposition of the security or the right to acquire such powers within 60 days. In computing the number of shares of our common stock beneficially owned by a person or entity and the percentage ownership, we deem outstanding shares of our stock subject to options, warrants or other rights held by that person or entity that are currently exercisable or exercisable within 60 days of April 6, 2026. We do not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person or entity. Unless otherwise indicated, and subject to applicable community property laws, we believe that the persons and entities named in the table have sole voting and investment power with respect to all shares of stock beneficially owned by them. “Percent of Class” is based on 143,039,365 shares of common stock, 750,000 shares of Series B preferred stock and 177,904 shares of Series C preferred stock outstanding on April 6, 2026. “Percent of Voting Stock” is based on 143,217,269 shares, which is the total of all the common stock issued and all Series C preferred stock outstanding on April 6, 2026. |
(2) | The shares shown include the following unissued shares that our directors and executive officers have the right to acquire beneficial ownership of within 60 days of April 6, 2026: Dr. Aguirre, 34,100; Mr. Bardswich, 60,000; Mr. Carrabba, 34,100; Mr. Evans, 250,000; Mr. Fink, nil; Mr. Gustavsen; 41,667; Mr. Isaak 60,000; Mr. McManus, 34,100; and Ms. Pagen, 183,333. |
(3) | The outstanding Series B preferred shares carry voting rights only if the Company is in default in the payment of declared dividends. The Board has not declared any dividends as due and payable for the Series B preferred stock. |
(4) | The outstanding Series C preferred shares carry voting rights equal to the same number of shares of common stock. |
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted- average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||||
(a) | (b) | (c) | |||||||
Equity compensation plans approved by shareholders | 5,635,748 | $1.21 | 12,000,276 | ||||||
Equity compensation plans not approved by shareholders | — | — | — | ||||||
5,635,748 | $1.21 | 12,000,276 | |||||||
Years ended December 31, | ||||||
2025 | 2024 | |||||
Audit Fees(1) | $181,006 | $175,219 | ||||
Audit-Related Fees(2) | 13,725 | 7,825 | ||||
Tax Fees(3) | 41,142 | 19,075 | ||||
All Other Fees(4) | 1,787 | 10,400 | ||||
Total | $237,660 | $212,519 | ||||
(1) | Audit fees consist of fees billed for professional services rendered for the audit of our financial statements and review of interim consolidated financial statements included in quarterly reports and services that are normally provided by the principal accountants in connection with statutory and regulatory filings or engagements. |
(2) | Audit-related fees relate to services for stock registrations. |
(3) | Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning. |
(4) | All other fees consist of fees not otherwise reported as audit or tax fees. |
UNITED STATES ANTIMONY CORPORATION | ||||||
By: | ||||||
Name: Gary C. Evans | ||||||
Title: Chairman and CEO | ||||||

