MP Materials Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$MP
Metal Mining
Basic Materials
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): June 9, 2026
MP MATERIALS CORP.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices and Zip Code)
(702 ) 844-6111
(Registrant’s telephone number, including area code)
N/A
(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 | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 9, 2026, MP Materials Corp., a Delaware corporation (the “Company”), held its Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, the stockholders of the Company: (i) elected two Class III directors to serve until the 2029 Annual Meeting of Stockholders; (ii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers; and (iii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Proposal One. Election of two Class III directors to serve until the 2029 Annual Meeting of Stockholders. The final vote tabulation for each of the individual directors was as follows:
| Director | Votes FOR | Votes WITHHELD | Broker Non-Votes | ||||||||
| Arnold W. Donald | 78,024,548 | 13,579,003 | 38,838,978 | ||||||||
| Randall J. Weisenburger | 74,725,578 | 16,877,973 | 38,838,978 | ||||||||
The term of office of each of Connie K. Duckworth, Maryanne R. Lavan, James H. Litinsky, Andrew A. McKnight, and General (Retired) Richard B. Myers continued following the Annual Meeting.
Proposal Two. Advisory vote to approve the compensation of the Company’s named executive officers. The final vote tabulation was as follows:
| Votes FOR | Votes AGAINST | Abstentions | Broker Non-Votes | ||||||||
| 70,496,592 | 20,735,952 | 371,007 | 38,838,978 | ||||||||
Proposal Three. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final vote tabulation was as follows:
| Votes FOR | Votes AGAINST | Abstentions | Broker Non-Votes | ||||||||
| 129,305,494 | 858,587 | 278,448 | — | ||||||||
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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.
| Dated: June 10, 2026 | MP MATERIALS CORP. | |||||||||||||
| By: | /s/ Elliot D. Hoops | |||||||||||||
| Elliot D. Hoops | ||||||||||||||
| General Counsel and Secretary | ||||||||||||||
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