Form 8-K - Current report

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 18, 2024

Commission file number: 001-41320

Idaho Strategic Resources, Inc.

(Exact Name of Registrant as Specified in its Charter)

Idaho		82-0490295
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

201 N. 3rd Street, Coeur d’Alene, ID		83814
(Address of principal executive offices)		(zip code)

Registrant's telephone number, including area code: (208) 625-9001

N/A

(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 (see General Instruction A.2. below):

☐	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(g) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, no par value		IDR		NYSE American LLC

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 June 17, 2024, Idaho Strategic Resources, Inc. (the “Company”) held an annual meeting of shareholders (the “Annual Meeting”) for consideration of the following proposals:

Proposal – 1.	The election of the nominees to the Company’s Board of Directors to serve until the Company’s 2025 Annual Meeting of Shareholders or until successors are duly elected and qualified; the following are nominees for re-election as Directors: John Swallow, Grant Brackebusch, Kevin Shiell, Rich Beaven and Carolyn Turner;

Proposal – 2.	Advisory vote on the compensation of named executive officers;

Proposal – 3.	Ratification of the appointment of the Company’s independent registered public accounting firm, Assure, CPA, LLC;

Each of the foregoing proposals is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 20, 2024.

As of the record date, May 2, 2024, there were 12,740,362 shares of the Company’s common stock outstanding. At the Annual Meeting, there were present in person or by proxy 9,854,304 shares of the Company’s common stock, representing 77.35% of the Company’s total outstanding common stock. The results for each proposal submitted to a vote of shareholders at the Annual Meeting are as follows:

Proposals	Votes For		Votes Withheld				Broker Non-Vote
Proposal 1 – Election of Directors
John Swallow		6,696,428		3,329				3,154,547
Grant Brackebusch		6,696,030		3,727				3,154,547
Kevin Shiell		6,573,410		126,347				3,154,547
Richard Beaven		6,673,385		26,372				3,154,547
Carolyn Turner		6,696,317		3,440				3,154,547

	Votes For		Votes Against		Abstentions		Broker Non-Vote
Proposal 2 – Named Executive Officer Compensation		6,622,322		31,029		46,404		3,154,549

	Votes For		Votes Against		Abstentions		Broker Non-Vote
Proposal 3 – Ratification of Company’s independent registered public accounting firm for the ensuing year		9,671,999		4,580		177,724		0

Based on the above voting results, (i) the director nominees, John Swallow, Grant A. Brackebusch, Kevin Shiell, Rich Beaven and Carolyn Turner were elected directors, each for a term expiring at the 2025 annual meeting of shareholders, (ii) Assure, CPA, LLC was ratified as the Company’s independent registered accounting firm for the ensuing year.

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.

	IDAHO STRATEGIC RESOURCES, INC.

	By:	/s/ John Swallow
		John Swallow
		Its: President & CEO
		Date: June 18, 2024

Cover	Jun. 18, 2024
Cover [Abstract]
Entity Registrant Name	Idaho Strategic Resources, Inc.
Entity Central Index Key	0001030192
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Jun. 18, 2024
Entity File Number	001-41320
Entity Incorporation State Country Code	ID
Entity Tax Identification Number	82-0490295
Entity Address Address Line 1	201 N. 3rd Street
Entity Address City Or Town	Coeur d’Alene
Entity Address State Or Province	ID
Entity Address Postal Zip Code	83814
City Area Code	208
Local Phone Number	625-9001
Security 12b Title	Common Stock, no par value
Trading Symbol	IDR
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false