MP Materials (MP) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 9, 2026, with voting available online, by phone, or by mail for shareholders of record as of April 13, 2026.

• Key proposals include electing two Class III directors, an advisory vote on executive compensation, and ratifying KPMG LLP as the independent auditor for 2026.

• The company achieved record production volumes in 2025, entered significant partnerships, and maintained a strong cash position.

• Forward-looking statements highlight risks related to market demand, regulatory changes, and execution of strategic initiatives.

Voting matters and shareholder proposals

• Shareholders will vote on electing Arnold W. Donald and Randall J. Weisenburger as Class III directors, approving executive compensation, and ratifying KPMG LLP as auditor.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 25, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board is classified into three staggered terms, with seven members, a majority of whom are independent.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• The Chairman and CEO roles are combined, with a Presiding Director providing independent oversight.

• Annual board and committee evaluations are conducted, and directors are expected to attend at least 75% of meetings.

• Stock ownership guidelines require directors to hold shares worth at least five times the annual retainer.