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    MP Materials Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/11/25 4:09:44 PM ET
    $MP
    Metal Mining
    Basic Materials
    Get the next $MP alert in real time by email
    mp-20250610
    0001801368FALSEMP Materials Corp. / DE00018013682025-06-102025-06-10

    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 10, 2025

    MP MATERIALS CORP.
    (Exact name of registrant as specified in its charter)
    Delaware001-3927784-4465489
    (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)
    (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:
    ☐ 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 classTrading Symbol(s)Name of each exchange on which registered
    Common Stock, par value of $0.0001 per shareMPNew 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. ☐



    Item 5.07    Submission of Matters to a Vote of Security Holders.
    On June 10, 2025, 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 2028 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, 2025.
    Proposal One. Election of three Class II directors to serve until the 2028 Annual Meeting of Stockholders. The final vote tabulation for each of the individual directors was as follows:
    DirectorVotes FORVotes WITHHELDBroker Non-Votes
    Connie K. Duckworth
    67,806,87021,062,20332,745,279
    Maryanne R. Lavan
    71,596,22417,272,84932,745,279
    General (Retired) Richard B. Myers71,602,38217,266,69132,745,279
    The term of office of each of Arnold Donald, James H. Litinsky, Andrew A. McKnight, 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 FORVotes AGAINSTAbstentionsBroker Non-Votes
    79,842,5728,432,222594,27932,745,279
    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, 2025. The final vote tabulation was as follows:
    Votes FORVotes AGAINSTAbstentionsBroker Non-Votes
    120,334,2821,066,331213,739—
    2


    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 11, 2025
    MP MATERIALS CORP.
    By:/s/ Elliot D. Hoops
    Elliot D. Hoops
    General Counsel and Secretary
    3
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