LITHIUM AMERICAS CORP.
For the period ended Jun 22, 2026. Filed May 6, 2026.
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Jun 22, 2026 · Filed May 6, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
| ☑ Filed by the Registrant | ☐ Filed by a Party other than the Registrant |
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
LITHIUM AMERICAS CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| 2026 | NOTICE OF ANNUAL MEETINGOF SHAREHOLDERS AND PROXY STATEMENT | |
| MONDAY, JUNE 22, 2026 at 9:00 A.M. Pacific Time | ||
Letter to LAC Shareholders
May 6, 2026
Dear fellow Lithium Americas shareholders,
Fiscal year 2025 was pivotal for Lithium Americas Corp. (“LAC”) and our Thacker Pass development in Nevada (“Thacker Pass” or the “Project”). In addition to accomplishing significant strategic milestones, we accelerated major construction throughout the year. At the end of December 2025, there were approximately 950 personnel at the Project site. Thacker Pass is one of the most significant energy and industrial projects in the United States, and it is impressive to see the visible pace of construction progress being achieved. We expect this pace to accelerate over the course of 2026.
We started 2025 by publishing a Technical Report in January that positioned Thacker Pass as the largest known measured lithium reserve and resource in the world. The Technical Report demonstrates the multigenerational opportunity for transformational growth the Project represents and its potential to become a lithium district, create American jobs and help the U.S. strengthen the independence of its energy supply.
In April 2025, together with our partners, the U.S. Department of Energy (“DOE”), General Motors Holdings LLC (“GM”) and Orion Resource Partners LP (“Orion”), we achieved fully funded status at both the corporate and project level for the duration of construction and declared the final investment decision for Thacker Pass Phase 1.
Lithium prices fell to their lowest recent levels in June 2025, following a sentiment-driven decline that started mid-year 2024. Broader market conditions and macroeconomic pressures affected the battery value chain, including the outlook for lithium, which in turn impacted lithium equities. Sentiment began to improve in the second half of 2025 alongside announcements of energy stationary storage (“ESS”) investments and installations globally. ESS is now the second-largest driver of lithium demand, growing at double-digit rates (Benchmark Intelligence).
The U.S. government recognizes Thacker Pass as a strategic lithium asset that will help build a domestic supply chain, which is especially important for national security. Our relationship with the U.S. government and the DOE further strengthened in 2025. In October 2025, LAC secured the first drawdown of $435 million on its $2.23 billion loan (“DOE Loan”) from the DOE Office of Energy Dominance Financing (formerly the Loan Programs Office) under the Advanced Technology Vehicles Manufacturing Loan Program. Further, on January 30, 2026, all updates to the October 7, 2025 loan agreement between LAC and the DOE were executed, and the DOE received a 5% equity stake in LAC through warrants to purchase common shares, as well as a 5% economic stake in the Thacker Pass Joint Venture (“JV”) through warrants to purchase non-voting, non-transferable equity interests.
The appreciation in Lithium Americas’ share price in the second half of 2025 led to our inclusion in the S&P/TSX Composite Index in December 2025, highlighting the significant progress we have made as we advance Thacker Pass toward production as well as our commitment to creating long-term value for our shareholders and stakeholders.
During 2025, we entered into three separate at-the-market (“ATM”) equity programs, the last of which was completed in January 2026. The share price appreciation in the second half of 2025 allowed us to opportunistically execute the ATM at times when the share price was at attractive levels and thereby minimize dilution. Under the ATMs, we sold 100.7 million common shares at an average price of $5.96 per share, for aggregate net proceeds of $590.9 million. The net proceeds from the offerings were used for funding DOE Loan reserve account requirements and general corporate purposes, which may include funding of corporate and project overhead expenses, financing of capital expenditures, repayment of indebtedness and additions to working capital.
As of December 31, 2025, detailed engineering was 93% complete and procurement was 60% complete. Given the advanced level of detailed engineering, we expect to begin a definitive capital estimate in the first half of 2026. Advanced levels of engineering and procurement will enable the team to estimate quantities and materials with higher confidence. Further assessment of labor availability and productivity rates is expected to occur by the fourth quarter of 2026. We ended 2025 in a strong position with approximately $905.6 million in total cash and
i restricted cash, including $412.6 million at the JV, positioning us well as we advance Thacker Pass toward peak construction in late 2026, when we expect to reach peak labor of approximately 1,800 crafts workers on site. On February 24, 2026, we received the second drawdown of $432 million on the DOE Loan.
Major long-lead equipment and a substantial amount of other equipment and construction materials are expected to be delivered to either Thacker Pass or the fabrication yard in Winnemucca throughout the first half of 2026, and early commissioning of individual plants is expected to commence in late 2026. We continue to target mechanical completion in late 2027 and full operational ramp-up during 2028.
To de-risk the transition from engineering, procurement and construction of Thacker Pass through commissioning, ramp up and into production and maintenance of the mine and chemical facility, we are growing our Operations and Business Readiness team. Additional hiring is expected throughout 2026 in preparation for pre-commissioning and process commissioning in late 2026 and throughout 2027.
On behalf of everyone at Lithium Americas, thank you for your continued support. We are excited about what lies ahead in 2026 and beyond as we continue to safely build Thacker Pass and engage with our stakeholders to increase domestic production of critical minerals. Together, we are onshoring large-scale U.S. lithium production, strengthening America’s supply chain, creating exceptional jobs and enhancing our long-term energy security and prosperity.
Sincerely,
| Kelvin DushniskyExecutive Chair of the Board | Jonathan EvansPresident & CEO |
|---|
ii
Notice of 2026 Annual Meeting
of Shareholders
Dear Shareholders:
The Board of Directors (the “Board”) of Lithium Americas Corp. (the “Company” or “LAC”) invites you to attend the 2026 Annual Meeting of holders (“Shareholders”) of common shares (“Shares”) of the Company (the “Annual Meeting”) on Monday, June 22, 2026 at 9:00 a.m. Pacific Time on Odyssey Trust Company’s virtual meeting platform: https://meetings.lumiconnect.com/400-209-869-217. The virtual meeting platform allows all of our Shareholders to attend.
The Annual Meeting is being held for the following purposes:
To receive the audited consolidated financial statements of the Company for the year ended December 31, 2025 and the auditor’s report thereon;
To fix the number of directors at seven (7);
To elect the seven (7) Board-recommended director nominees named in this Proxy Statement to serve for the ensuing year;
To appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants (“PwC”), as the Company’s independent registered public accounting firm for the ensuing year and authorize the Board to fix PwC’s remuneration; and
To transact any other business that is properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting.
All Shareholders of record at the close of business on April 23, 2026 (the “Record Date”), will be entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.
Your votes are important to us. We encourage you to read the Annual Meeting materials in advance to allow for meaningful participation in the voting process, and we encourage you to vote your proxy in advance of the Annual Meeting. To ensure your vote is counted, you are requested to vote your shares promptly. Voting by the internet is fast and convenient, and your vote is immediately tabulated. In addition, by using the internet, you help reduce the Company’s postage and proxy tabulation costs.
We are electronically disseminating Annual Meeting materials to Shareholders, as permitted under the “Notice and Access” rules approved by the U.S. Securities and Exchange Commission (the “SEC”). Shareholders to whom Notice and Access applies will receive a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access Annual Meeting materials via the Internet. The Notice also provides instructions on how to obtain paper copies of the materials if desired. If you are present at the Annual Meeting, you may vote online even if you already voted your proxy by the internet or mail.
The Proxy Materials for the Annual Meeting and the 2025 Annual Report on Form 10-K for the Year Ended December 31, 2025 are available at https://odysseytrust.com/client/lithium-americas-corp/.
If you have any questions relating to the attached document or with the completion and delivery of your proxy, please contact Morrow Sodali & Co., the proxy solicitation agent, by telephone at 1-833-711-5128 (North American Toll Free); or 1.289.695.3075 (Collect Outside North America); or by email at assistance.investor@sodali.com.
Thank you for your continued investment in Lithium Americas Corp.
By Order of the LAC Board of Directors,
Kelvin Dushnisky
Executive Chair
May 6, 2026
iii
Table of Contents
| ABOUT THE ANNUAL MEETING | 1 |
|---|---|
| PROPOSAL NO. 1: FIXING THE NUMBER OF DIRECTORS | 6 |
| PROPOSAL NO. 2: ANNUAL ELECTION OF DIRECTORS | 7 |
| DIRECTORS AND SECTION 16 OFFICERS | 8 |
| EXECUTIVE COMPENSATION | 22 |
| DIRECTOR COMPENSATION | 37 |
| CORPORATE GOVERNANCE | 41 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 48 |
| DELINQUENT SECTION 16(a) REPORTING | 51 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 52 |
| PROPOSAL NO. 3: APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 54 |
| REPORT OF AUDIT AND RISK COMMITTEE | 56 |
| SHAREHOLDER PROPOSALS AND NOMINEES FOR 2027 ANNUAL MEETING | 57 |
| ADDITIONAL INFORMATION | 58 |
iv
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