MP Materials Corp 8-K, filed Jun 17, 2022
MP Materials Corp. (MP)
8-K
2022-06-17
For: 2022-06-14
View Original
Added on
April 11, 2026
About this 8-K
MP Materials Corp filed this 8-K on June 17, 2022, reporting on events of June 14, 2022.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 14, 2022
MP MATERIALS CORP.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of Principal Executive Offices) (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 14, 2022 , 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 three Class II directors to serve until the 2025 Annual Meeting of Stockholders; (ii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers; and (iv) approved an advisory resolution in favor of holding an annual advisory vote to approve the compensation of the Company’s named executive officers.
Proposal One. Election of three Class II directors to serve until the 2025 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 | ||||||||
| Connie K. Duckworth | 110,265,382 | 25,996,715 | 17,727,270 | ||||||||
| Maryanne R. Lavan | 121,359,399 | 14,902,698 | 17,727,270 | ||||||||
| General (Retired) Richard B. Myers | 121,444,551 | 14,817,546 | 17,727,270 | ||||||||
The term of office of each of Daniel Gold, James H. Litinsky, Andrew A. McKnight, and Randall J. Weisenburger continued following the Annual Meeting.
Proposal Two. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The final vote tabulation was as follows:
| Votes FOR | Votes AGAINST | Abstentions | Broker Non-Votes | ||||||||
| 153,578,949 | 269,359 | 141,059 | — | ||||||||
Proposal Three. 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 | ||||||||
| 99,006,639 | 36,970,929 | 284,529 | 17,727,270 | ||||||||
Proposal Four. Advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers. The final vote tabulation was as follows:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||
| 135,658,709 | 127,493 | 320,754 | 155,141 | 17,727,270 | ||||||||||
Based on these voting results, the Company has determined to hold its advisory vote to approve the compensation of named executive officers annually until the next required stockholder vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers.
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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.
| Date: | June 17, 2022 | MP MATERIALS CORP. | ||||||||||||
| By: | /s/ Elliot D. Hoops | |||||||||||||
| Elliot D. Hoops | ||||||||||||||
| General Counsel and Secretary | ||||||||||||||
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