UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2022

MP MATERIALS CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-39277	84-4465489
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

6720 Via Austi Parkway, Suite 450

Las Vegas, Nevada 89119

(Address of Principal Executive Offices) (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 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. ☐

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

On June 14, 2022, 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 2025 Annual Meeting of Stockholders; (ii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers; and (iv) approved an advisory resolution in favor of holding an annual advisory vote to approve the compensation of the Company’s named executive officers.

Proposal One. Election of three Class II directors to serve until the 2025 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
Connie K. Duckworth	110,265,382	25,996,715	17,727,270
Maryanne R. Lavan	121,359,399	14,902,698	17,727,270
General (Retired) Richard B. Myers	121,444,551	14,817,546	17,727,270

The term of office of each of Daniel Gold, James H. Litinsky, Andrew A. McKnight, and Randall J. Weisenburger continued following the Annual Meeting.

Proposal Two. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The final vote tabulation was as follows:

Votes FOR	Votes AGAINST	Abstentions	Broker Non-Votes
153,578,949	269,359	141,059	—

Proposal Three. 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
99,006,639	36,970,929	284,529	17,727,270

Proposal Four. Advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers. The final vote tabulation was as follows:

1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
135,658,709	127,493	320,754	155,141	17,727,270

Based on these voting results, the Company has determined to hold its advisory vote to approve the compensation of named executive officers annually until the next required stockholder vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers.

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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.

Date:	June 17, 2022	MP MATERIALS CORP.
		By:	/s/ Elliot D. Hoops
			Elliot D. Hoops
			General Counsel and Secretary

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