8-KThe WireStrategic
Security-Holder Rights · Bylaw Amendment
Filed Aug 6, 2024 · 1y ago · Accession 0001654954-24-009959
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Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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): July 30, 2024
UNITED STATES ANTIMONY CORPORATION
(Exact name of registrant as specified in its charter)
Montana
001-08675
81-0305822
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
P.O. Box 643 , Thompson Falls , MT 59873
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: ( 406 ) 827-3523
Former name or former address, if changed since last report: Not Applicable
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communication 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, $0.01 par value
UAMY
NYSE American
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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the Amended and Restated Articles (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03 Amendment to Articles of Incorporation or Bylaws.
At the 2024 Annual Meeting of Shareholders of United States Antimony Corporation (the “Company”) on July 30, 2024, the shareholders of the Company approved an amendment and restatement of the Company’s Second Restated Articles of Incorporation (“Amended and Restated Articles”) to provide as set forth below. The Amended and Restated Articles became effective on August 5, 2024 upon filing with the Secretary of State of the State of Montana.
The Amended and Restated Articles include:
·
Revisions throughout related to the Company’s preferred stock and the regulation of the internal affairs of the Company, in each case with the purpose of aligning such provisions with the statutory requirements and language of the Montana Business Corporation Act;
·
revisions to Article VII to increase the maximum size of the Company’s board of directors (the “Board”);
·
revisions to Article VII to permit only the Board to change the size of the Board; and
·
revisions to Article VIII to provide for indemnification of the Company’s directors and officers consistent with the First Restated Bylaws of the Company.
The foregoing description of the Amended and Restated Articles does not purport to be complete and is qualified entirely by reference to the full text of the Amended and Restated Articles, which are attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
The results of the votes on the eight matters considered at the 2024 Annual Shareholders Meeting of United States Antimony Corporation (the “Company” and “USAC”) on July 30, 2024, are as follows. Each of the proposals received the requisite vote for approval.
1.
To elect each of the five directors named in the Proxy Statement for a term of one year.
FOR
WITHHOLD
Gary C. Evans
25,616,219
5,293,494
Blaise Aguirre
14,559,396
16,350,317
Lloyd Joseph Bardswich
24,932,131
5,977,582
Joseph Carrabba
25,336,991
5,572,722
Michael McManus
25,104,423
5,805,290
2.
To approve the amendment and restatement of our Second Amended and Restated Articles of Incorporation (the “Restated Articles”) to align with the Montana Business Corporation Act as currently constituted.
FOR
AGAINST
ABSTAIN
25,508,990
5,356,687
44,036
2
3.
To approve the Restated Articles to increase the maximum size of the Company’s board of directors (the “Board”).
FOR
AGAINST
ABSTAIN
53,319,940
6,819,626
122,699
4.
To approve the Restated Articles to permit only the Board to change the size of the Board.
FOR
AGAINST
ABSTAIN
20,668,503
10,126,465
114,745
5.
To approve the Restated Articles to provide for indemnification of our directors and officers consistent with our bylaws.
FOR
AGAINST
ABSTAIN
25,221,730
5,415,788
272,195
6.
To approve an amendment to the Restated Articles to effect, at the discretion of the Board, if and when deemed necessary and at such time as determined by the Board, a reverse stock split of the Company’s common stock, par value $0.01 per share, at a ratio in the range of 1-for-5 to 1-for-30, with such ratio to be determined at the discretion of the Board.
FOR
AGAINST
ABSTAIN
52,800,782
7,419,134
42,349
7.
To approve an amendment to the Restated Articles to, at the discretion of the Board, if and when determined necessary and at such time as determined by the Board, increase the number of shares authorized for issuance by the Company.
FOR
AGAINST
ABSTAIN
49,294,873
10,849,355
118,037
8.
To ratify the appointment of Assure CPA, LLC as USAC’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
FOR
AGAINST
ABSTAIN
55,333,724
4,803,895
124,646
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
3.1
Third Restated Articles of Incorporation
3
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 hereunto duly authorized.
UNITED STATES ANTIMONY CORPORATION
Dated: August 5, 2024
By:
/s/ Richard R. Isaak
Richard R. Isaak
SVP, Chief Financial Officer
4
Filing details
- Company
- UNITED STATES ANTIMONY CORP
- Ticker
- UAMY
- CIK
- 101538
- Form type
- 8-K
- Filing date
- Aug 6, 2024
- Report date
- Jul 30, 2024
- Document
- uamy_8k.htm
- Size
- 227 KB