false000196698300-000000000019669832025-06-112025-06-11

 

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, 2025

 

 

Lithium Americas Corp.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

British Columbia

001-41788

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Numder)

 

3260 - 666 Burrard Street

Vancouver, British Columbia, Canada V6C 2X8

(Address of principal executive office and Zip Code)

(778) 656-5820

(Registrant’s telephone number, including area code)

 

 

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 Shares, no par value per share

LAC

New York Stock Exchange

 

 

Toronto Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 11, 2025, the shareholders of Lithium Americas Corp., a company incorporated under the laws of British Columbia, Canada (the “Company”) approved the Amended and Restated Lithium Americas Corp. Equity Incentive Plan (the “Plan”), which among other changes, increased the maximum number of common shares available for issuance under the Plan by 14,000,000 shares.

The material terms of the Plan are disclosed in the Company’s definitive proxy statement for its annual and special meeting of shareholders filed with the Securities and Exchange Commission on April 30, 2025, and are incorporated herein by reference. This description is subject to the complete text of the Plan, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

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

On June 11, 2025, the Company held an annual and special meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the holders of 111,198,632 votes of the Company’s common shares were represented in person or by proxy, constituting a quorum.

The matters voted upon and approved by the Company’s shareholders were:

(1)
The approval of fixing the number of directors at eight (8) (“Proposal 1”);
(2)
The election of the eight (8) board-recommended director nominees to serve for the ensuing year (“Proposal 2”);
(3)
The appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants (“PwC”), as the Company’s independent registered public accounting firm for the ensuing year and authorization of the board of directors to fix their remuneration (“Proposal 3”); and
(4)
The approval of the Plan (“Proposal 4”).

The following is a summary of the voting results for each matter presented to the shareholders:

Proposal 1:

 

Votes For

Votes Against

Broker Non-Votes

107,332,062

 

3,866,570

 

 

Proposal 2:

 

Director’s Name

Votes For

Votes Withheld

Broker Non-Votes

Kelvin Dushnisky

48,803,883

3,008,880

59,385,869

Yuan Gao

48,676,931

3,135,832

59,385,869

Michael Brown

50,599,180

1,213,583

59,385,869

Fabiana Chubbs

50,208,428

1,604,335

59,385,869

Jonathan Evans

50,596,958

1,215,805

59,385,869

Zach Kirkman

46,944,510

4,868,253

59,385,869

Jinhee Magie

48,777,066

3,035,697

59,385,869

Philip Montgomery

49,306,513

2,506,250

59,385,869

 

Proposal 3:

 

Votes For

Votes Withheld

Broker Non-Votes

108,149,423

 

0

 

 

Proposal 4:

 

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

31,456,614

 

4,393,409

 

15,962,740

 

59,385,869

 


 

All Proposals were approved.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit
Number

Description

 

 

10.1

Amended and Restated Lithium Americas Corp. Equity Incentive Plan

 

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


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 thereunto duly authorized.

 

 

Lithium Americas Corp.

 

 

Date: June 12, 2025

 

 

 

 

 

 

 

 

By:

 

/s/ Jonathan Evans

 

 

 

Jonathan Evans

 

 

 

Chief Executive Officer