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Security-Holder Rights · Bylaw Amendment

Filed Aug 6, 2024 · 1y ago · Accession 0001654954-24-009959

Plain English

Material event — a significant development the company must disclose promptly.

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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
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