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Home › Companies › USA Rare Earth, Inc. › 2025-2026

USA Rare Earth, Inc. 2025-2026 Proxy Voting Records

At USA Rare Earth, Inc.'s shareholder meeting held June 3, 2026, in the 2025-2026 proxy season, 50 asset managers reported how they voted on 7 ballot items in their SEC Form N-PX filings, covering 1,233 separate fund positions. On the most widely held item on that ballot — Election of Directors: Barbara Humpton — FOR was 99.4% of the votes cast (FOR divided by FOR plus WITHHELD, because this ballot offered only for and withhold; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: USA Rare Earth, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 4, 2026.

Download data (CSV): ballot items · votes by manager · column guide.

Compiled from SEC Form N-PX filings and USA Rare Earth, Inc.’s Form 8-K, filed June 4, 2026 (Item 5.07 on EDGAR). Page generated November 8, 2026.

  • 7Ballot items
  • 50Asset managers
  • 1,233Fund votes
  • June 3, 2026Meeting date

Results at a glance

Meeting of June 3, 2026: 7 items on USA Rare Earth, Inc.’s Form 8-K, filed June 4, 2026: 1 approved · 6 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2025-2026

Explore USA Rare Earth, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by USA Rare Earth, Inc.

These tallies are USA Rare Earth, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 4, 2026 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

USA Rare Earth, Inc. — official shareholder meeting results, meeting held June 3, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Michael Blitzer 72,349,305---- 12,666,30748,822,033 85%Not verified—
Elect Director: Dr. Thomas Caulfield 84,594,718---- 420,89448,822,033 99.5%Not verified—
Elect Director: Barbara Humpton 84,539,571---- 476,04148,822,033 99.4%Not verified—
Elect Director: Otto Schwethelm 77,107,170---- 7,908,44248,822,033 91%Not verified—
Elect Director: Michael Senft 79,884,823---- 5,130,78948,822,033 94%Not verified—
Elect Director: Carolyn Trabuco 73,238,170---- 11,777,44248,822,033 86%Not verified—
2. Ratification of the appointment of BDO USA, P.C 132,873,290458,042506,313 ---- 99.6%Approved—

Source: USA Rare Earth, Inc., Form 8-K, filed with the SEC on June 4, 2026 — read the filing on EDGAR.

How asset managers voted at the USA Rare Earth, Inc. 2025-2026 meeting

Each item below shows how the 50 asset managers that disclosed a USA Rare Earth, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Barbara Humpton

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 84,539,571WITHHELD: 476,041
Details: description as filed, official tally, votes by 50 asset managers

Description as filed by funds: Election of Directors: Barbara Humpton

USA Rare Earth, Inc.’s own tally for this item (“Elect Director: Barbara Humpton”): 84,539,571 for, 476,041 withheld, per its Form 8-K filed June 4, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.4% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 50 asset managers below reported 14,502,264 for, 34,476 withheld.

FOR
FOR: 14,502,264WITHHOLD: 34,476
Largest asset managers voting on “Election of Directors: Barbara Humpton” at USA Rare Earth, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock2,524,0770 00For
REAVES UTILITY INCOME FUND2,320,0000 00For
T. Rowe Price1,699,9810 00For
Vanguard1,622,4640 00For
Charles Schwab1,450,7750 00For
State Street1,291,6990 00For
Fidelity1,244,8830 00For
AllianceBernstein628,4610 00For
Manager Directed Portfolios430,6110 00For
Principal175,3750 00For
Equitable164,4110 00For
Lincoln Financial146,2370 00For
DRIEHAUS MUTUAL FUNDS111,1330 00For
Global X86,2150 00For
TIAA71,4250 00For
Bridge Builder Trust58,9400 00For
RBB FUND, INC.53,5030 00For
John Hancock47,5300 00For
Brighthouse3,2920 034,476Mixed
Voya34,8690 00For
Invesco32,7970 00For
SEI29,9000 00For
MASTER INVESTMENT PORTFOLIO29,6790 00For
AIG/SunAmerica24,7050 00For
Brinker Capital Destinations Trust22,8840 00For

Showing the 25 largest of 50 asset managers. All 50 are in the interactive database (link above).

2. Elect Director: Carolyn Trabuco

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%
FOR: 73,238,170WITHHELD: 11,777,442
Details: description as filed, official tally, votes by 50 asset managers

Description as filed by funds: Election of Directors: Carolyn Trabuco

USA Rare Earth, Inc.’s own tally for this item (“Elect Director: Carolyn Trabuco”): 73,238,170 for, 11,777,442 withheld, per its Form 8-K filed June 4, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 86% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 50 asset managers below reported 11,019,076 for, 3,517,654 withheld, 11 abstained.

FORWITHHOLD
FOR: 11,019,076ABSTAIN: 11WITHHOLD: 3,517,654
Largest asset managers voting on “Election of Directors: Carolyn Trabuco” at USA Rare Earth, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock2,524,0770 00For
REAVES UTILITY INCOME FUND2,320,0000 00For
T. Rowe Price00 01,699,981Withhold
Vanguard1,622,4530 110For
Charles Schwab1,450,7750 00For
State Street1,290,6780 01,021For
Fidelity898,6570 0346,226Mixed
AllianceBernstein00 0628,461Withhold
Manager Directed Portfolios430,6110 00For
Principal00 0175,375Withhold
Equitable47,1110 0117,300Mixed
Lincoln Financial146,2370 00For
DRIEHAUS MUTUAL FUNDS00 0111,133Withhold
Global X86,2150 00For
TIAA00 071,425Withhold
Bridge Builder Trust58,9400 00For
RBB FUND, INC.00 053,503Withhold
John Hancock00 047,530Withhold
Brighthouse3240 037,444Withhold
Voya00 034,869Withhold
Invesco00 032,797Withhold
SEI29,9000 00For
MASTER INVESTMENT PORTFOLIO29,6790 00For
AIG/SunAmerica00 024,705Withhold
Brinker Capital Destinations Trust4,3730 018,511Mixed

Showing the 25 largest of 50 asset managers. All 50 are in the interactive database (link above).

3. Elect Director: Michael Blitzer

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

85% Majority: yes · of votes cast

FOR 85%WITHHELD
FOR: 72,349,305WITHHELD: 12,666,307
Details: description as filed, official tally, votes by 50 asset managers

Description as filed by funds: Election of Directors: Michael Blitzer

USA Rare Earth, Inc.’s own tally for this item (“Elect Director: Michael Blitzer”): 72,349,305 for, 12,666,307 withheld, per its Form 8-K filed June 4, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 85% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 50 asset managers below reported 10,176,327 for, 4,360,401 withheld, 12 abstained.

FORWITHHOLD
FOR: 10,176,327ABSTAIN: 12WITHHOLD: 4,360,401
Largest asset managers voting on “Election of Directors: Michael Blitzer” at USA Rare Earth, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock2,524,0770 00For
REAVES UTILITY INCOME FUND2,320,0000 00For
T. Rowe Price00 01,699,981Withhold
Vanguard1,621,0660 121,386For
Charles Schwab1,450,7750 00For
State Street1,290,4490 01,250For
Fidelity27,3350 01,217,548Withhold
AllianceBernstein00 0628,461Withhold
Manager Directed Portfolios430,6110 00For
Principal00 0175,375Withhold
Equitable47,1110 0117,300Mixed
Lincoln Financial146,2370 00For
DRIEHAUS MUTUAL FUNDS00 0111,133Withhold
Global X86,2150 00For
TIAA00 071,425Withhold
Bridge Builder Trust58,9400 00For
RBB FUND, INC.00 053,503Withhold
John Hancock00 047,530Withhold
Brighthouse3240 037,444Withhold
Voya00 034,869Withhold
Invesco32,7970 00For
SEI29,9000 00For
MASTER INVESTMENT PORTFOLIO29,6790 00For
AIG/SunAmerica00 024,705Withhold
Brinker Capital Destinations Trust4,3730 018,511Mixed

Showing the 25 largest of 50 asset managers. All 50 are in the interactive database (link above).

4. Elect Director: Michael Senft

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 79,884,823WITHHELD: 5,130,789
Details: description as filed, official tally, votes by 50 asset managers

Description as filed by funds: Election of Directors: Michael Senft

USA Rare Earth, Inc.’s own tally for this item (“Elect Director: Michael Senft”): 79,884,823 for, 5,130,789 withheld, per its Form 8-K filed June 4, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 50 asset managers below reported 14,089,254 for, 447,482 withheld, 5 abstained.

FOR
FOR: 14,089,254ABSTAIN: 5WITHHOLD: 447,482
Largest asset managers voting on “Election of Directors: Michael Senft” at USA Rare Earth, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock2,524,0770 00For
REAVES UTILITY INCOME FUND2,320,0000 00For
T. Rowe Price1,699,9810 00For
Vanguard1,622,4590 50For
Charles Schwab1,450,7750 00For
State Street1,290,6780 01,021For
Fidelity1,244,8830 00For
AllianceBernstein628,4610 00For
Manager Directed Portfolios430,6110 00For
Principal165,3190 010,056Mixed
Equitable164,4110 00For
Lincoln Financial146,2370 00For
DRIEHAUS MUTUAL FUNDS00 0111,133Withhold
Global X86,2150 00For
TIAA71,4250 00For
Bridge Builder Trust58,9400 00For
RBB FUND, INC.00 053,503Withhold
John Hancock00 047,530Withhold
Brighthouse3240 037,444Withhold
Voya00 034,869Withhold
Invesco00 032,797Withhold
SEI29,9000 00For
MASTER INVESTMENT PORTFOLIO29,6790 00For
AIG/SunAmerica00 024,705Withhold
Brinker Capital Destinations Trust4,3730 018,511Mixed

Showing the 25 largest of 50 asset managers. All 50 are in the interactive database (link above).

5. Elect Director: Otto Schwethelm

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%
FOR: 77,107,170WITHHELD: 7,908,442
Details: description as filed, official tally, votes by 50 asset managers

Description as filed by funds: Election of Directors: Otto C. Schwethelm

USA Rare Earth, Inc.’s own tally for this item (“Elect Director: Otto Schwethelm”): 77,107,170 for, 7,908,442 withheld, per its Form 8-K filed June 4, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 50 asset managers below reported 12,454,251 for, 2,082,484 withheld, 6 abstained.

FORWITHHOLD
FOR: 12,454,251ABSTAIN: 6WITHHOLD: 2,082,484
Largest asset managers voting on “Election of Directors: Otto C. Schwethelm” at USA Rare Earth, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock2,524,0770 00For
REAVES UTILITY INCOME FUND2,320,0000 00For
T. Rowe Price00 01,699,981Withhold
Vanguard1,621,0720 61,386For
Charles Schwab1,450,7750 00For
State Street1,290,6780 01,021For
Fidelity1,244,8830 00For
AllianceBernstein628,4610 00For
Manager Directed Portfolios430,6110 00For
Principal165,3190 010,056Mixed
Equitable164,4110 00For
Lincoln Financial146,2370 00For
DRIEHAUS MUTUAL FUNDS00 0111,133Withhold
Global X86,2150 00For
TIAA71,4250 00For
Bridge Builder Trust58,9400 00For
RBB FUND, INC.00 053,503Withhold
John Hancock00 047,530Withhold
Brighthouse3240 037,444Withhold
Voya34,8690 00For
Invesco32,7970 00For
SEI29,9000 00For
MASTER INVESTMENT PORTFOLIO29,6790 00For
AIG/SunAmerica00 024,705Withhold
Brinker Capital Destinations Trust4,3730 018,511Mixed

Showing the 25 largest of 50 asset managers. All 50 are in the interactive database (link above).

6. Elect Director: Dr. Thomas Caulfield

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%
FOR: 84,594,718WITHHELD: 420,894
Details: description as filed, official tally, votes by 50 asset managers

Description as filed by funds: Election of Directors: Thomas Caulfield

USA Rare Earth, Inc.’s own tally for this item (“Elect Director: Dr. Thomas Caulfield”): 84,594,718 for, 420,894 withheld, per its Form 8-K filed June 4, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.5% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 50 asset managers below reported 14,498,663 for, 38,077 withheld.

FOR
FOR: 14,498,663WITHHOLD: 38,077
Largest asset managers voting on “Election of Directors: Thomas Caulfield” at USA Rare Earth, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock2,524,0770 00For
REAVES UTILITY INCOME FUND2,320,0000 00For
T. Rowe Price1,699,9810 00For
Vanguard1,621,0780 01,386For
Charles Schwab1,450,7750 00For
State Street1,291,6990 00For
Fidelity1,244,8830 00For
AllianceBernstein628,4610 00For
Manager Directed Portfolios430,6110 00For
Principal175,3750 00For
Equitable164,4110 00For
Lincoln Financial146,2370 00For
DRIEHAUS MUTUAL FUNDS111,1330 00For
Global X86,2150 00For
TIAA71,4250 00For
Bridge Builder Trust58,9400 00For
RBB FUND, INC.53,5030 00For
John Hancock47,5300 00For
Brighthouse3,2920 034,476Mixed
Voya34,8690 00For
Invesco32,7970 00For
SEI29,9000 00For
MASTER INVESTMENT PORTFOLIO29,6790 00For
AIG/SunAmerica24,7050 00For
Brinker Capital Destinations Trust22,8840 00For

Showing the 25 largest of 50 asset managers. All 50 are in the interactive database (link above).

7. Ratification of the appointment of BDO USA, P.C

Official resultAUDIT-RELATEDReported outcome: Approved

99.6% Approved · of votes cast

FOR 99.6%
FOR: 132,873,290AGAINST: 458,042
Details: description as filed, official tally, votes by 50 asset managers

Description as filed by funds: Ratification of the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2026.

USA Rare Earth, Inc.’s own tally for this item (“2. Ratification of the appointment of BDO USA, P.C”): 132,873,290 for, 458,042 against — passed, per its Form 8-K filed June 4, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “This proposal was approved.”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 50 asset managers below reported 14,502,264 for, 34,476 abstained.

FOR
FOR: 14,502,264ABSTAIN: 34,476
Largest asset managers voting on “Ratification of the appointment of BDO USA, P.C. as the Company's independent registered public accounting fir” at USA Rare Earth, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock2,524,0770 00For
REAVES UTILITY INCOME FUND2,320,0000 00For
T. Rowe Price1,699,9810 00For
Vanguard1,622,4640 00For
Charles Schwab1,450,7750 00For
State Street1,291,6990 00For
Fidelity1,244,8830 00For
AllianceBernstein628,4610 00For
Manager Directed Portfolios430,6110 00For
Principal175,3750 00For
Equitable164,4110 00For
Lincoln Financial146,2370 00For
DRIEHAUS MUTUAL FUNDS111,1330 00For
Global X86,2150 00For
TIAA71,4250 00For
Bridge Builder Trust58,9400 00For
RBB FUND, INC.53,5030 00For
John Hancock47,5300 00For
Brighthouse3,2920 34,4760Mixed
Voya34,8690 00For
Invesco32,7970 00For
SEI29,9000 00For
MASTER INVESTMENT PORTFOLIO29,6790 00For
AIG/SunAmerica24,7050 00For
Brinker Capital Destinations Trust22,8840 00For

Showing the 25 largest of 50 asset managers. All 50 are in the interactive database (link above).

Largest USA Rare Earth, Inc. shareholders voting in 2025-2026

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 132,638,561 shares outstanding at the time of that meeting.

Fund voting reports: top USA Rare Earth, Inc. shareholders by shares voted on “Election of Directors: Barbara Humpton”, 2025-2026
#Asset manager % of shares outstanding
1BlackRock 1.90%
2REAVES UTILITY INCOME FUND 1.75%
3T. Rowe Price 1.28%
4Vanguard 1.22%
5Charles Schwab 1.09%
6State Street 0.97%
7Fidelity 0.94%
8AllianceBernstein 0.47%
9Manager Directed Portfolios 0.32%
10Principal 0.13%
Institutional-manager reports: top USA Rare Earth, Inc. shareholders by shares voted on “Election of Directors: Barbara Humpton”, 2025-2026
#Asset manager % of shares outstanding
1Berkeley Capital Partners, LLC <0.01%

Reported USA Rare Earth, Inc. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

USA Rare Earth, Inc. holdings and ownership disclosed for the 2025-2026 proxy season
Holder % outstanding Disclosure
Serra Verde Rare Earths Ltd. — 13G
VB (Rare Earths) Ltd — 13D
EMG Fund V SVRE Holdings, LLC — 13G
Critical Minerals Trust — 13D
BlackRock — 13F
State Street — 13F
Alyeska Investment Group, L.P. — 13G
Bayshore Capital Advisors, LLC — 13G
Vanguard Group — 13F
Citadel Advisors — 13F

Percentages above are of 132,638,561 shares outstanding, as reported by USA Rare Earth, Inc. on its Form 10-Q dated October 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

Related

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from USA Rare Earth, Inc.’s 10-Q dated October 31, 2025. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.

USA Rare Earth, Inc. proxy season coverage: 2025-2026 (this page).

Cite this page

proxyvotesnow.com, “USA Rare Earth (USAR) 2026 Annual Meeting: Shareholder Vote Results”, https://proxyvotesnow.com/company/usa-rare-earth-inc/2026 (version of November 9, 2026). Derived from SEC Form N-PX and Form 8-K filings; tables licensed CC BY 4.0. Licence: CC BY 4.0.