Form 8-K - Current report

0001801368FALSEMP Materials Corp. / DE00018013682024-06-112024-06-11

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 11, 2024

MP MATERIALS CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-39277

84-4465489

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1700 S. Pavilion Center Drive, Suite 800

Las Vegas, Nevada 89135

(Address of principal executive offices and Zip Code)

[phone]

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value of $0.0001 per share			MP			New York Stock Exchange

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. ☐

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

On June 11, 2024, 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 I directors to serve until the 2027 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, 2024.

Proposal One. Election of two Class I directors to serve until the 2027 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
James H. Litinsky			66,373,517			15,727,435			37,055,541
Andrew A. McKnight			66,196,406			15,904,546			37,055,541

The term of office of each of Arnold Donald, Connie K. Duckworth, Maryanne R. Lavan, General (Retired) Richard B. Myers and Randall J. Weisenburger 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
54,620,112			21,870,615			5,610,225			37,055,541

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, 2024. The final vote tabulation was as follows:

Votes FOR			Votes AGAINST			Abstentions			Broker Non-Votes
114,742,001			1,509,748			2,904,744			—

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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 12, 2024

MP MATERIALS CORP.

By:

/s/ Elliot D. Hoops

Elliot D. Hoops

General Counsel and Secretary

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Cover	Jun. 11, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 11, 2024
Entity Registrant Name	MP Materials Corp. / DE
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39277
Entity Tax Identification Number	84-4465489
Entity Address, Address Line One	1700 S. Pavilion Center Drive, Suite 800
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89135
City Area Code	702
Local Phone Number	844-6111
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value of $0.0001 per share
Trading Symbol	MP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001801368
Amendment Flag	false

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