SEC Form 8-K filed by Lithium Americas Corp.

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, 2025

Lithium Americas Corp.

(Exact name of registrant as specified in its charter)

3260 - 666 Burrard Street

Vancouver, British Columbia, Canada V6C 2X8

(Address of principal executive office and Zip Code)

(778) 656-5820

(Registrant’s telephone number, including area code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 11, 2025, the shareholders of Lithium Americas Corp., a company incorporated under the laws of British Columbia, Canada (the “Company”) approved the Amended and Restated Lithium Americas Corp. Equity Incentive Plan (the “Plan”), which among other changes, increased the maximum number of common shares available for issuance under the Plan by 14,000,000 shares.

The material terms of the Plan are disclosed in the Company’s definitive proxy statement for its annual and special meeting of shareholders filed with the Securities and Exchange Commission on April 30, 2025, and are incorporated herein by reference. This description is subject to the complete text of the Plan, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

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

On June 11, 2025, the Company held an annual and special meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the holders of 111,198,632 votes of the Company’s common shares were represented in person or by proxy, constituting a quorum.

The matters voted upon and approved by the Company’s shareholders were:

The following is a summary of the voting results for each matter presented to the shareholders:

Proposal 1:

Proposal 2:

Proposal 3:

Proposal 4:

All Proposals were approved.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Signatures

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 thereunto duly authorized.