Sector: Materials
UNITED STATES ANTIMONY CORP · Meeting: June 12, 2026
Directors FOR
6
Directors AGAINST
1
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Against Analysis
The proxy discloses that the company hired Angel Beltran, son-in-law of CEO Gary C. Evans, in a company role effective March 2026 — a familial relationship to senior management that triggers a No vote under policy, independent of the strong stock performance during his tenure which began in November 2022.
For Analysis
Bardswich has extensive relevant mining engineering experience appropriate for an antimony mining company, has attended at least 75% of meetings, holds no apparent overboarding issues, and the company's 3-year TSR of 2700% far exceeds the XLB sector ETF benchmark, so no TSR underperformance trigger fires.
Aguirre has served since August 2019, is independent, serves on the audit committee with financial sophistication (Series 7 and 63 licenses, prior public company board experience), attended at least 75% of meetings, and the company's exceptional 3-year TSR means no underperformance trigger applies.
Carrabba joined in February 2024 — within the 24-month new-director exemption window — and brings highly relevant experience as former Chairman, President, and CEO of a major natural resources mining company; no TSR trigger or other policy concern applies.
Keane brings national security and defense policy expertise relevant to a company dealing in a critical mineral (antimony), attended at least 75% of meetings, and the company's extraordinary 3-year TSR means no underperformance trigger fires.
Marinelli brings extensive capital markets, M&A, and energy finance experience, is independent, serves on the audit committee, attended at least 75% of meetings, and the company's 3-year TSR of 2700% versus XLB's 37.3% (a gap of +2,662.7 percentage points against a 65pp trigger threshold) means the TSR trigger does not apply.
McManus is the designated audit committee financial expert, has relevant public company CEO, legal, and governance experience, is independent, attended at least 75% of meetings, and the company's exceptional 3-year TSR means no underperformance trigger applies.
Six of seven directors receive a FOR vote. Gary C. Evans receives an AGAINST vote solely due to the disclosed hiring of his son-in-law into the company, which creates a familial relationship to senior management triggering the policy's No vote. All other nominees pass the TSR, attendance, independence, overboarding, and qualifications screens — the company's 3-year price return of 2,700% versus the XLB sector ETF benchmark return of 37.3% (a gap of +2,662.7 percentage points, far exceeding the 65pp trigger threshold for a strong-positive-TSR company) means no director faces a TSR-based concern.
CEO
Gary C. Evans, Chairman and CEO
Total Comp
$5,038,488
Prior Support
N/A
CEO Gary C. Evans received total reported compensation of $5,038,488 in 2025, which is very high for a company that was only a small-cap operation for most of its recent history and where the CEO only began receiving salary in December 2024 — prior year total was $652,084. The equity awards (restricted stock units and stock options) that make up the majority of this pay appear to vest on time-based or service schedules with no disclosed performance conditions, meaning executives receive these awards regardless of outcomes; under policy, incentive pay that vests regardless of performance is treated as fixed pay disguised as variable pay, which is a No trigger. While the company's stock price performance has been extraordinary (3-year return of 2,700%), the pay structure itself lacks the quality incentive design — measurable, long-term performance conditions — that the policy requires to support above-benchmark incentive pay levels.
Auditor
Assure CPA, LLC
Tenure
N/A
Audit Fees
$181,006
Non-Audit Fees
$56,654
Non-audit fees (audit-related fees of $13,725 + tax fees of $41,142 + all other fees of $1,787 = $56,654) represent approximately 31% of audit fees ($181,006), well below the 50% threshold that would trigger a No vote. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. The company's market cap of $1.5 billion is above $1 billion, which under policy calls for a Big 4 or large national firm — Assure CPA, LLC is a smaller regional firm, which is a yellow flag, but the proxy does not disclose a specific rationale for the selection; given the company only recently grew to this market cap size and the fee ratio passes cleanly, this is noted but does not override the For vote on its own.
The 2026 UAMY annual meeting presents three main votes: a director slate where six of seven nominees receive a FOR vote but CEO Gary C. Evans receives an AGAINST due to the disclosed hiring of his son-in-law; an auditor ratification that passes the fee ratio and other policy screens and receives a FOR vote; and an executive compensation (Say on Pay) vote that receives an AGAINST due to the absence of meaningful performance conditions on equity awards and above-benchmark CEO pay that is effectively structured as fixed rather than performance-driven compensation. A routine authorized share increase (Proposal 2) is analyzed as an other proposal and warrants support as standard corporate housekeeping.
