Form 8-K
8-K — LITHIUM AMERICAS CORP.
Accession: 0001193125-26-205164
Filed: 2026-05-05
Period: 2026-05-04
CIK: 0001966983
SIC: 1000 (METAL MINING)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d115308d8k.htm (Primary)
EX-99.1 (d115308dex991.htm)
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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): May 4, 2026
Lithium Americas Corp.
(Exact name of registrant as specified in its charter)
British Columbia
001-41788
Not Applicable
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
3260 - 666 Burrard Street
Vancouver, British Columbia, Canada V6C 2X8
(Address of principal executive office and Zip Code)
(778) 656-5820
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Shares, no par value per share
LAC
New York Stock Exchange
Toronto Stock Exchange
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 4, 2026, the board of directors (the “Board”) of Lithium Americas Corp. (the “Company”) appointed Clayton Walker to serve as a member of the Board, effective May 4, 2026. The Board also approved Mr. Walker’s appointment to the Safety and Sustainability Committee (as Chair), Audit and Risk Committee, and the Technical Committee, such appointments to become effective only if he is re-elected to the Board at the 2026 annual meeting (the “Meeting”), and, if so, effective immediately following the Meeting and continuing until the close of the next annual meeting of shareholders or until his successor is duly appointed.
Mr. Walker is the former Chief Growth and Development Officer at Rio Tinto where he was responsible for the overall strategic direction and execution of the copper growth portfolio. From 2021-2025 Mr. Walker served as Chief Operating Officer for Rio Tinto’s copper product group, where he led global teams focused on growth and optimization through a world-class copper portfolio. His responsibilities included oversight of major operations and projects across the Americas, including Rio Tinto Kennecott in Utah and Resolution Copper in Arizona. From 2016-2021, he served as Chief Executive Officer and Executive Chairman of Iron Ore Company of Canada. Prior to that, Mr. Walker spent 15 years in various management roles at Rio Tinto. Mr. Walker holds a Master of Business Administration degree from the University of Utah and a Bachelor of Science, Metallurgical Engineering degree from the University of Utah.
There are no arrangements or understandings between Mr. Walker and any other persons pursuant to which Mr. Walker was selected as a director.
Mr. Walker does not have a direct or indirect material interest in any currently proposed transaction to which the Company was, or is to be, a participant, nor has Mr. Walker had a direct or indirect material interest in any transactions since the beginning of the Company’s last fiscal year.
Mr. Walker will be compensated for his service on the Board consistent with the Company’s other non-employee directors, as described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on April 30, 2025 and incorporated herein by reference.
Item 7.01
Regulation FD Disclosure
On May 5, 2026, the Company issued a press release announcing the appointment of Mr. Walker as a member of the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit 99.1 is being “furnished” pursuant to General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
Exhibit
Description
99.1
Press Release, dated May 5, 2026
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.
Lithium Americas Corp.
Date: May 5, 2026
By:
/s/ Jonathan Evans
Jonathan Evans
Chief Executive Officer
EX-99.1
EX-99.1
Filename: d115308dex991.htm · Sequence: 2
EX-99.1
Exhibit 99.1
NEWS RELEASE
TSX: LAC • NYSE: LAC
www.lithiumamericas.com
Lithium Americas Appoints Clayton Walker to the Board of Directors
(All amounts in US$ unless otherwise indicated)
May 5, 2026 – Vancouver, Canada: Lithium Americas Corp. (TSX: LAC) (NYSE: LAC) (“Lithium Americas” or the
“Company”) announced the appointment of Clayton Walker as an independent member of its Board of Directors (the “Board”) effective immediately.
Mr. Walker has over 25 years of experience leading global mining companies, most recently as former Chief Growth and Development Officer at Rio Tinto
where he was responsible for the overall strategic direction and execution of the Copper Growth Portfolio. From 2021-2025, he served as Chief Operating Officer for Rio Tinto’s Copper product group, where he led global teams focused on growth
and optimization across a world-class copper portfolio. His responsibilities included oversight of major operations and projects across the Americas, including Rio Tinto Kennecott in Utah and Resolution Copper in Arizona. From 2016-2021, he served
as Chief Executive Officer and Executive Chairman of Iron Ore Company of Canada. Prior to that, he spent 15 years in various management roles at Rio Tinto. Mr. Walker holds a Master of Business Administration degree as well as a Bachelor of
Science, Metallurgical Engineering degree from the University of Utah.
Kelvin Dushnisky, Executive Chair of the Board, commented: “On behalf of the
Board and executive team, I am very pleased to welcome Clayton Walker to the Board. His executive leadership, senior operating experience and technical knowledge, together with his understanding of the U.S. regulatory landscape, will be instrumental
as we advance Thacker Pass to production and drive long-term value for our stakeholders.”
ABOUT LITHIUM AMERICAS
Lithium Americas is building Thacker Pass located in Humboldt County in northern Nevada. Phase 1 is designed for nominal production capacity of
40,000 tonnes per year of battery-quality lithium carbonate, and mechanical completion is targeted for late 2027. Thacker Pass hosts the largest known measured lithium resource (Measured and Indicated) and reserve (Proven and Probable) in
the world and is owned by a joint venture (“JV”) between Lithium Americas (holding a 62% interest), and General Motors Holdings LLC (“GM”) (holding a 38% interest). Project financing for Phase 1 includes
a $2.23 billion loan from the U.S. Department of Energy (“DOE”) and strategic investments from GM and Orion Resource Partners LP. The DOE holds warrants to purchase common shares of the Company
for a 5% equity stake and JV warrants to purchase a 5% non-voting, non-transferable equity interest in the JV. Lithium Americas’ shares are listed
on the Toronto Stock Exchange and New York Stock Exchange under the symbol LAC. To learn more, visit www.lithiumamericas.com or follow @LithiumAmericas on social media.
FORWARD-LOOKING STATEMENTS
This news release contains
“forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation
(collectively, “FLS”). All statements, other than statements of historical fact, are FLS and can be identified by the use of statements that include, but are not limited to, words, such as “anticipate,” “plan,”
“continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “proposes,” “potential,” “target,”
“implement,” “schedule,” “forecast,” “intend,” “would,” “could,” “might,” “should,” “believe” and similar terminology, or statements that
certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved. FLS in this news release includes, but is not limited to, statements regarding
the expected contributions of Mr. Walker following his appointment; statements related to Thacker Pass, including the capacity of Phase 1, targeted mechanical completion, development plans, and project financing; and other statements regarding
management’s beliefs, plans, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance, or expectations that are not historical facts.
1
FLS involves known and unknown risks, assumptions and other factors that may cause actual results or
performance to differ materially. FLS reflects the Company’s current views about future events that, while considered reasonable by the Company as of the date of this news release, are inherently subject to significant uncertainties and
contingencies. Accordingly, there can be no certainty that they will accurately reflect actual results. Although the Company believes that the assumptions and expectations reflected in such FLS are reasonable, the Company can give no assurance that
these assumptions and expectations will prove to be correct. As such, readers are cautioned not to place undue reliance on this information, and that this information may not be appropriate for any other purpose, including investment purposes. The
Company’s actual results could differ materially from those anticipated in any FLS as a result of the risk factors set out in the Company’s continuous disclosure documents available on EDGAR at www.sec.gov and on SEDAR+ at
www.sedarplus.ca.
Readers are further cautioned to review the full description of risks, uncertainties and management’s assumptions in the
aforementioned documents and other disclosure documents available on EDGAR and SEDAR+.
The FLS contained in this news release is expressly qualified by
these cautionary statements. All FLS in this news release speaks as of the date of this news release. The Company does not undertake any obligation to update or revise any FLS, whether as a result of new information, future events or otherwise,
except as required by law.
INVESTOR CONTACT
Virginia Morgan
Vice President, Investor Relations and ESG
+1-778-726-4070
ir@lithiumamericas.com
2
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