00-00000000001419806false00014198062026-08-262026-08-26

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): August 26, 2026

RARE ELEMENT RESOURCES LTD.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

001-34852

Not Applicable

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(IRS Employer
Identification No.)

P.O. Box 80
Firestone, Colorado

80520

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:  

(720) 278-2460

Not Applicable

(Former name or former address, if changed since last report)

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 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))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 5.07

Submission of Matters to a Vote of Security Holders

 

On August 26, 2026, Rare Element Resources Ltd. (the “Company”) held its 2026 annual meeting of shareholders (the “Meeting”).  At the Meeting, three proposals were submitted to the shareholders for approval as set forth in the Company’s definitive management information and proxy circular filed on July 13, 2026. As of the record date (July 2, 2026), a total of 645,368,390 common shares were outstanding and entitled to vote. In total, 550,187,499 common shares were present in person or represented by proxy at the Meeting, which represented approximately 85.3% of the shares outstanding and entitled to vote as of the record date.

The votes on the proposals were cast as set forth below:

1.Proposal No. 1 – Election of Directors.  The shareholders elected the entire slate of directors presented to the shareholders.  As a result, the Company’s board of directors consists of the seven persons elected at the Meeting.

Name

For

Withheld

Broker Non-Votes

Gerald W. Grandey

502,735,484

3,284,844

44,167,171

Craig S. Bartels

502,145,653

3,874,675

44,167,171

Barton S. Brundage

501,957,899

4,062,429

44,167,171

Nicole J. Champine

502,202,908

3,817,420

44,167,171

Paul J. Hickey

502,240,935

3,779,393

44,167,171

Kenneth J. Mushinski

502,103,707

3,916,621

44,167,171

Pamela L. Saxton

502,706,174

3,314,154

44,167,171

2.Proposal No. 2 – Ratification of the appointment of Haynie & Company as the independent registered public accounting firm of the Company until the next annual meeting of shareholders of the Company at an amount of remuneration to be fixed by the directors.

For

Against

Abstain

547,031,719

2,408,783

746,997

3.Proposal No. 3 – Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.

For

Against

Abstain

Broker Non-Votes

494,734,908

4,431,735

6,853,685

44,167,171

SIGNATURE

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.

Date:  August 28, 2026

RARE ELEMENT RESOURCES LTD.

By:

/s/ Wayne E. Rich

Name:

Wayne E. Rich

Title:

Chief Financial Officer


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