10 nominees · 2 ballot items.
Two management proposals: (1) approve issuance of 126,849,307 shares of Common Stock in connection with the merger, and (2) approve adjournment of the special meeting if necessary to solicit additional proxies in favor of the share issuance proposal; the Board recommends voting FOR both.
Approve issuance of 126,849,307 shares of Common Stock to SVRE securityholders as part of the merger consideration under the Merger Agreement.
This management proposal asks USAR stockholders to approve the issuance of 126,849,307 shares of Common Stock as part of the Merger Consideration to be paid in connection with the Agreement and Plan of Merger with SVRE. Management seeks shareholder approval because the issuance is a contractual closing condition under the Merger Agreement and is required for the merger to be completed and for compliance with Nasdaq listing requirements. The Board concluded, after reviewing transaction terms, strategic rationale, and a fairness analysis delivered by Moelis, that the issuance and related transactions are fair and advisable for USAR and its stockholders. The proposal will dilute existing shareholders — pro forma ownership after closing is projected to be approximately 65.9% for pre‑merger USAR holders and 34.1% for former SVRE securityholders — and the Board explicitly weighed this dilution against anticipated strategic benefits such as creating an integrated mine‑to‑magnet platform and securing a scaled non‑Asia source of magnetic rare earths. The merger and issuance are also conditioned on obtaining various third‑party consents and government approvals (including financing, offtake and DFC consents), which introduces execution and regulatory risk that the Board disclosed to stockholders. The Board relied on Moelis’ fairness opinion, management projections, contractual protections (including representations and warranties insurance) and Voting and Support Agreements from stockholders holding approximately 8–9% of outstanding shares in recommending a FOR vote. Management emphasizes that without shareholder approval of this issuance the merger cannot close, and therefore recommends the vote to allow the company to realize the strategic and operational benefits it expects from the combined business. The Board also acknowledged material risks — valuation uncertainty for a private target, integration challenges, contingent governmental approvals, and potential adverse market reactions — and advises stockholders to review the full Proxy Statement and risk factors when evaluating the proposal.
Authorize the adjournment of the USAR special meeting, if necessary or appropriate, to solicit additional proxies in favor of the share issuance proposal.
This management proposal asks stockholders to grant the Board authority to adjourn the special meeting if the Board deems it necessary or appropriate to solicit additional proxies in favor of Proposal 1. Management seeks this flexibility because the share issuance proposal is a non‑routine item (brokers cannot vote shares in street name without instructions) and because achieving the affirmative vote of a majority of votes cast is a contractual closing condition; an adjournment permits additional outreach to stockholders and further solicitation to secure approval. The Board recommends the adjournment as a practical procedural measure to maximize the chance of completing the merger while preserving the company’s discretion to reconvene the meeting under appropriate circumstances. Approving adjournment does not itself change substantive terms of the merger but can materially affect the outcome by allowing time for additional solicitations, communications, and collection of broker‑instructions from beneficial owners. The Board noted that certain stockholders holding approximately 8–9% of USAR’s outstanding shares have entered into Voting and Support Agreements in favor of the share issuance proposal, but the adjournment right remains useful if vote totals fall short or if broker non‑votes are significant. Because the share issuance approval is required for the merger to close and cannot be waived by the parties, the adjournment proposal is recommended as a risk‑mitigating governance step to facilitate shareholder approval. The Board also committed to follow proxy‑solicitation rules and to provide any required disclosures if an adjournment were to meaningfully change the disclosure previously provided to stockholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Alyeska Investment Group, L.P. | 7.4% | 16,570,777 | $251M |
| 2 | STATE STREET CORP | 5.4% | 12,065,748 | $183M |
| 3 | Bayshore Capital Advisors, LLC | 3.9% | 8,743,216 | $132M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 8,361,996 | $127M |
| 5 | BlackRock, Inc. | 3.1% | 6,972,281 | $106M |
| 6 | BlackRock, Inc. | 2.3% | 5,208,818 | $79M |
| 7 | TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA | 2.2% | 4,854,970 | $73M |
| 8 | Hood River Capital Management LLC | 1.9% | 4,242,941 | $79M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 3,695,528 | $56M |
| 10 | UBS Group AG | 1.6% | 3,562,869 | $54M |
Upcoming shareholder meetings at USA Rare Earth Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
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