{"url_path":"/sec/usar/8-k/2026-06-04/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1970622/0001970622-26-000045-index.html","accession_number":"0001970622-26-000045","cik":"0001970622","ticker":"USAR","issuer_name":"USA Rare Earth, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1970622/0001970622-26-000045-index.html","primary_entity_key":"0001970622","primary_entity_name":"USA Rare Earth, Inc."},"word_count":403,"has_tables":true,"body_markdown":"Item 5.07    Submission of Matters to a Vote of Security Holders\n\nOn 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.\n\nAs 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.\n\nThe final results for the proposals voted on at the Annual Meeting are set forth below:\n\nProposal 1 – Election of Directors\n\nThe 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:\n\nNominee for DirectorVotes ForVotes AgainstAbstain/WithheldBroker Non-Votes\n\nMichael Blitzer72,349,305 — 12,666,307 48,822,033 \n\nDr. Thomas Caulfield84,594,718 — 420,894 48,822,033 \n\nBarbara Humpton84,539,571 — 476,041 48,822,033 \n\nOtto Schwethelm77,107,170 — 7,908,442 48,822,033 \n\nMichael Senft79,884,823 — 5,130,789 48,822,033 \n\nCarolyn Trabuco73,238,170 — 11,777,442 48,822,033 \n\nProposal 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.\n\nThis proposal was approved. The following table shows the results of the stockholders’ vote:\n\nVotes ForVotes AgainstAbstentions\n\n132,873,290 458,042 506,313 \n\nSIGNATURE\n\nPursuant 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.\n\nUSA Rare Earth, Inc.\n\nDate:\nJune 4, 2026\nBy:\n/s/ VALERIE FORD JACOB\n\nValerie Ford Jacob\n\nChief Legal Officer"}