5E Advanced Materials Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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

5E ADVANCED MATERIALS, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

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.

As reported below under Item 5.07 of this Current Report on Form 8-K, on December 8, 2025, 5E Advanced Materials, Inc., a Delaware corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, the Company’s stockholders approved an amendment to the Amended and Restated 5E Advanced Materials, Inc. 2022 Equity Compensation Plan (the “Plan” and such amendment, the “Plan Amendment”) to increase the aggregate number of shares of common stock, par value $0.01 (the “Common Stock”), reserved for issuance under the Plan by 500,000 shares. The Plan Amendment was previously adopted by the Company’s Board of Directors on October 14, 2025.

The terms and conditions of the Plan, as amended by the Plan Amendment, are described in the section entitled “Proposal Four – To approve an amendment to the Amended and Restated 5E Advanced Materials, Inc. 2022 Equity Compensation Plan to increase the number of shares of Common Stock authorized for issuance” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 27, 2025 (the “Annual Meeting Proxy Statement”). The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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

As discussed above, on December 8, 2025, the Company held the 2025 Annual Meeting at which a quorum was present. At the 2025 Annual Meeting, the following matters, each as discussed in the Annual Meeting Proxy Statement, were voted upon by the Company’s stockholders:

As disclosed under the heading "Voting Exclusion Statement” in the Annual Meeting Proxy Statement, under the rules of the ASX, the Company disregarded votes cast in favor of certain proposals for those shareholders who may have had an interest in the outcome thereof, which voting exclusions impacted the final voting results reflected below. Additionally, as disclosed in the Annual Meeting Proxy Statement, the vote required for the Warrant Issuance Proposal was the affirmative vote of the majority of votes cast by the Company’s “disinterested stockholders” (as such term is defined in Section 144 of the Delaware General Corporation Law). For purposes of the Warrant Issuance Proposal, “disinterested stockholders” did not include BEP Special Situations IV LLC, Ascend Global Investment Fund SPC for and on behalf of Strategic SP, Meridian Investments Corporation, each of their respective associates, or any of our directors or officers.

The following are the voting results for each matter presented to the Company’s stockholders at the 2025 Annual Meeting:

Based on the foregoing, each of the director nominees set forth in Proposal 1 was elected, the participation by each of the individuals set forth in Proposal 3 was approved, and Proposals 2, 4, 5 and 6 were approved. No other matters were submitted to or voted on by the Company’s stockholders at the 2025 Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.