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)
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 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:
DirectorVotes FORVotes WITHHELDBroker Non-Votes
James H. Litinsky66,373,51715,727,43537,055,541
Andrew A. McKnight66,196,40615,904,54637,055,541
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 FORVotes AGAINSTAbstentionsBroker Non-Votes
54,620,11221,870,6155,610,22537,055,541
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 FORVotes AGAINSTAbstentionsBroker Non-Votes
114,742,0011,509,7482,904,744—
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 12, 2024MP MATERIALS CORP.
By:/s/ Elliot D. Hoops
Elliot D. Hoops
General Counsel and Secretary
3
v3.24.1.1.u2
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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