USA Rare Earth (NASDAQ: USAR) elects six directors, ratifies BDO
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
USA Rare Earth, Inc. held its 2026 Annual Meeting of Stockholders to elect directors and ratify its independent auditor. As of the April 8, 2026 record date, 217,985,608 shares of Common Stock and 1,224,351 shares of Series A Preferred Stock, representing 2,379,796 Common shares on an as-converted basis, were entitled to vote. A quorum was reached, with 133,837,645 votes (60.73% of eligible votes) present virtually or by proxy. Stockholders elected all six director nominees to one-year terms and approved the ratification of BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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.
Key Figures
Common shares entitled to vote: 217,985,608 shares
Series A Preferred entitled to vote: 1,224,351 shares
Preferred as-converted voting basis: 2,379,796 shares
+5 more
8 metrics
Common shares entitled to vote
217,985,608 shares
Common Stock outstanding as of April 8, 2026 record date
Series A Preferred entitled to vote
1,224,351 shares
Series A Preferred outstanding as of April 8, 2026
Preferred as-converted voting basis
2,379,796 shares
Common Stock equivalent on an as-converted basis
Votes present at meeting
133,837,645 votes
Represents 60.73% of all eligible votes, forming a quorum
Auditor ratification For votes
132,873,290 votes
Votes For ratifying BDO USA, P.C. as 2026 auditor
Auditor ratification Against votes
458,042 votes
Votes Against ratifying BDO USA, P.C.
Auditor ratification Abstentions
506,313 votes
Abstentions on BDO USA, P.C. ratification proposal
Votes For Dr. Thomas Caulfield
84,594,718 votes
Director election at 2026 Annual Meeting, excluding broker non-votes
Key Terms
Emerging growth company, independent registered public accounting firm, broker non-votes, as-converted basis, +1 more
5 terms
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
independent registered public accounting firm financial
"ratify the appointment of BDO USA, P.C. 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 financial
"Broker Non-Votes 48,822,033"
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.
as-converted basis financial
"Series A Preferred Stock, representing 2,379,796 shares of Common Stock on an as-converted basis"
As-converted basis means counting securities that can become common stock—like convertible bonds or preferred shares—as if they already were common shares when calculating totals such as shares outstanding, ownership percentages, or per-share metrics. Investors use it to see the potential dilution and the “what-if” size of the shareholder base; it’s like imagining all restaurant coupons have been redeemed so you know how crowded the table could become and how slices of the pie would shrink.
quorum regulatory
"were present virtually or by proxy, which represented a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
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
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2026
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) (Zip Code)
(813 ) 867-6155
(Registrant’s telephone number, including area code)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
The | ||||||||||||||
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 5.07 Submission of Matters to a Vote of Security Holders
On June 3, 2026, USA Rare Earth, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), to (i) elect six (6) members of its Board of Directors (the “Board”), and (ii) ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
As of April 8, 2026, the Record Date for the Annual Meeting, 217,985,608 shares of the Company’s Common Stock and 1,224,351 shares of the Company’s Series A Preferred Stock, representing 2,379,796 shares of Common Stock on an as-converted basis, were outstanding on the Record Date and are entitled to be voted at the Annual Meeting. Holders of our Common Stock and Series A Preferred Stock (on an as converted basis) will vote as a single class on each matter presented at the Annual Meeting. At the Annual Meeting, an aggregate of 133,837,645 (60.73%) of all votes of shares of Common Stock and Series A Preferred Stock, held as of the Record Date and entitled to vote at the Annual Meeting, were present virtually or by proxy, which represented a quorum.
The final results for the proposals voted on at the Annual Meeting are set forth below:
Proposal 1 – Election of Directors
The stockholders elected six (6) Directors of the Board to serve for a one-year term until the Company’s 2027 Annual Meeting of Stockholders or a respective successor is elected and qualified or until the director’s earlier death, resignation, or removal. The following table shows the results of the stockholders’ vote:
| Nominee for Director | Votes For | Votes Against | Abstain/Withheld | Broker Non-Votes | ||||||||||||||||||||||
| Michael Blitzer | 72,349,305 | — | 12,666,307 | 48,822,033 | ||||||||||||||||||||||
| Dr. Thomas Caulfield | 84,594,718 | — | 420,894 | 48,822,033 | ||||||||||||||||||||||
| Barbara Humpton | 84,539,571 | — | 476,041 | 48,822,033 | ||||||||||||||||||||||
| Otto Schwethelm | 77,107,170 | — | 7,908,442 | 48,822,033 | ||||||||||||||||||||||
| Michael Senft | 79,884,823 | — | 5,130,789 | 48,822,033 | ||||||||||||||||||||||
| Carolyn Trabuco | 73,238,170 | — | 11,777,442 | 48,822,033 | ||||||||||||||||||||||
Proposal 2 – Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
This proposal was approved. The following table shows the results of the stockholders’ vote:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 132,873,290 | 458,042 | 506,313 | ||||||||||||
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 thereunto duly authorized.
USA Rare Earth, Inc. | |||||||||||||||||
Date: | June 4, 2026 | By: | /s/ VALERIE FORD JACOB | ||||||||||||||
| Valerie Ford Jacob | |||||||||||||||||
| Chief Legal Officer | |||||||||||||||||
FAQ
What was the main purpose of USA Rare Earth (USAR) 2026 Annual Meeting?
The meeting’s main purpose was to elect six directors and ratify BDO USA, P.C. as independent auditor. Stockholders voted on board composition and confirmed the audit firm for the year ending December 31, 2026.
Did USA Rare Earth (USAR) have a quorum at the 2026 Annual Meeting?
Yes, USA Rare Earth achieved a quorum with 133,837,645 votes present, equal to 60.73% of all eligible votes. This level of participation allowed all proposals to be validly considered and decided.
Were all USA Rare Earth (USAR) director nominees elected at the 2026 meeting?
All six director nominees, including Michael Blitzer, Dr. Thomas Caulfield, and others, were elected. Each received more votes "For" than withheld, with additional broker non-votes reported but not affecting their election outcomes.
Did stockholders ratify BDO USA, P.C. as USA Rare Earth (USAR) auditor?
Stockholders ratified BDO USA, P.C. as independent registered public accounting firm for 2026, with 132,873,290 votes For, 458,042 Against, and 506,313 Abstentions, confirming the firm’s appointment for the fiscal year.