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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
 
 
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Check the appropriate box:
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[X]Definitive Proxy Statement
[   ]Definitive Additional Materials
[   ]Soliciting Material Pursuant to § 240.14a-12
 
 
UNITED STATES ANTIMONY CORPORATION
(Name of Registrant as Specified in Its Charter)
 
 
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
 
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UNITED STATES ANTIMONY CORPORATION
P.O. Box 643, Thompson Falls, Montana 59873
 
 
October 20, 201610, 2017
 
Dear Shareholder:
 
You are cordially invited to attend the 20162017 annual meeting of shareholders of United States Antimony Corporation.  The meeting will be held at the Ramada Inn at the Spokane International Airport, 8909 Airport Drive, Spokane, Washington,Rimrock Lodge, 6 Rimrock Lane, Thompson Falls, Montana, on Saturday, December 10, 2016,9, 2017, at 9:12:00 a.m.p.m., local time.
 
The Notice of Annual Meeting of Shareholders and Proxy Statement describe the formal business to be transacted at the meeting.
 
During the meeting, we will also report on our operations.  Directors and officers of United States Antimony Corporation will be present to respond to appropriate questions from shareholders.
 
It is important that your shares are represented, whether or not you attend the annual meeting in person and regardless of the number of shares you own.  To make sure your shares are represented, we urge you to promptly vote.  You may vote your shares by completing and mailing the enclosed proxy card.  If you attend the meeting, you may vote in person even if you have previously submitted your proxy. Also, described in the accompanying proxy information is important information on how you can vote online.
 
We look forward to seeing you at the meeting.
 
 Sincerely,
  
  
  
 John C. Lawrence
 Chairman and President
 
 

 
UNITED STATES ANTIMONY CORPORATION


___________________________
 
NOTICE OF 20162017 ANNUAL MEETING OF SHAREHOLDERS

 
To the Shareholders of United States Antimony Corporation:
 
The 20162017 Annual Meeting of Shareholders of United States Antimony Corporation (USAC or the Company) will be held at the Ramada Inn at the Spokane International Airport, 8909 Airport Drive, Spokane, Washington,Rimrock Lodge, 6 Rimrock Lane, Thompson Falls, Montana, on Saturday, December 10, 20169, 2017 at 9:12:00 a.m.p.m., local time, for the following purposes:
 
1.
To elect each of the seven directors named in the Proxy Statement for a term of one year.
 
2.
To ratify the appointment of DeCoria, Maichel & Teague P.S. as USAC’s independent registered public accounting firm for the fiscal year ending December 31, 2016.2017.
 
3.
To transact any other business that properly comes before the meeting.
 
Only shareholders of record at the close of business on October 20, 2016,10, 2017, or the Record Date, will be entitled to notice of, and to vote at, the annual meeting. A list of shareholders as of the Record Date, will be available at the annual meeting for inspection by any shareholder. Shareholders will need to register at the annual meeting to attend the annual meeting. If your shares of common stock or preferred stock are not registered in your name, you will need to bring proof of your ownership of those shares at the annual meeting in order to register and to attend and vote. You should ask the broker, bank or other institution that holds your shares of common or preferred stock to provide you with a valid proxy card to permit you to vote at the annual meeting. Please bring that documentation with you to the annual meeting.
 
Your vote is very important. Whether or not you expect to attend in person, we urge you to vote your shares at your earliest convenience. Promptly voting your shares by signing, dating, and returning the enclosed proxy card will ensure the presence of a quorum at the meeting. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Retention of the proxy is not necessary for admission to or identification at the meeting.
 
Important Notice Regarding the Availability of Proxy Materials for the annual meeting to be held on December 10, 2016.9, 2017. The proxy statement and 20152016 Annual Report on Form 10-K are available at htt://www.usantimony.com.
 
 
By Order of the Board of Directors
 
 
John C. Lawrence
Chairman and President
Thompson Falls, Montana
October 10, 2017
 
Thompson Falls, Montana
October 20, 2016
 

 
 
PROXY STATEMENT
OF
UNITED STATES ANTIMONY CORPORATION
 
47 Cox Gulch, P.O. Box 643
Thompson Falls, Montana 59873
(406) 827-3523
 
___________________________

 
20162017 ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 10, 20169, 2017
 

___________________________
 
The Board of Directors of United States Antimony Corporation (USAC or the Company) is using this Proxy Statement to solicit proxies from our shareholders for use at the 20162017 annual meeting of shareholders. We are first mailing this Proxy Statement and the form of proxy to our shareholders on or about October 20, 2016.10, 2017.
 

___________________________
 
INFORMATION ABOUT THE 20162017 ANNUAL MEETING
  ___________________________

Time and Place of the Annual Meeting
 
Our annual meeting will be held as follows:
 
Date:                      Saturday, December 9, 2017:
 Saturday, December 10, 2016
Time:
 9:00 a.m., local time
Place:
 Ramada Inn at the Spokane International Airport, 8909 Airport Drive, Spokane, Washington
 
Time:                     12:00 p.m., local time
Place:                     Rimrock Lodge, 6 Rimrock Lane, Thompson Falls, Montana
Matters to Be Considered at the Annual Meeting
 
 At the meeting, you will be asked to consider and vote upon the following proposals:
 
Proposal 1. 
To elect seven named directors each to serve for a one-year term.
 
Proposal 2. 
To ratify the selection of DeCoria, Maichel & Teague P.S. as our independent auditor for 2016.2017.
 
We also will transact any other business that may properly come before the annual meeting. As of the date of this Proxy Statement, we are not aware of any other business to be presented for consideration at the annual meeting other than the matters described in this Proxy Statement.
 
Who is Entitled to Vote?
 
We have fixed the close of business on October 20, 201610, 2017 as the Record Date for shareholders entitled to notice of and to vote at our annual meeting. Only holders of record of USAC’s common stock and preferred stock on that date are entitled to notice of and to vote at the annual meeting. You are entitled to one vote for each share of USAC common stock and each share of preferred stock you own. On the Record Date, the following shares were outstanding and entitled to vote at the annual meeting: (1) 66,316,27867,394,264 shares of common stock, (2) 177,904 shares of Series C preferred stock, and (3) 1,751,005 shares of Series D preferred stock. The Company’s Series B preferred stock does not have voting rights.
 

1
How Do I Vote at the Annual Meeting?
 
You have several voting options. You may vote by:
 
●
Completing your proxy card over the internet at the following website: http://www.columbiastock.com/voting4;
●
Faxing your proxy card to Columbia Stock Transfer at 855-644-3544, Attention Michelle Janshen;
●
Emailing your proxy card to Columbia Stock Transfer at michelle@columbiastock.com;
●
Downloading or requesting a proxy card (as detailed below), signing your proxy and mailing it to the attention of Alicia Hill, Secretary, at P.O. Box 643, Thompson Falls, Montana 59873;
●
Signing and faxing your proxy card to our Secretary for proxy voting at the number provided on the proxy card;to 406-827-3543; or
●
Attending the annual meeting and voting in person.
 
Proxies are solicited to provide all shareholders of record on the Record Date an opportunity to vote on matters scheduled for the annual meeting and described in these materials. You are a shareholder of record if your shares of USAC common stock and/or preferred stock are held in your name. If you are a beneficial owner of USAC common stock or preferred stock held by a broker, bank or other nominee (i.e., in “street name”), please see the instructions in the following question.
 
Shares of USAC common stock and preferred stock can only be voted if the shareholder is present in person or by proxy at the annual meeting. To ensure your representation at the annual meeting, we recommend you vote by proxy even if you plan to attend the annual meeting. You can always change your vote at the meeting if you are a shareholder of record.
 
Shares of USAC common stock and preferred stock represented by properly executed proxies will be voted by the individuals named on the proxy card in accordance with the shareholder’s instructions. Where properly executed proxies are returned to us with no specific instruction as how to vote at the annual meeting, the persons named in the proxy will vote the shares "FOR" the election of each of our sixseven named director nominees and "FOR" ratification of the selection of DeCoria, Maichel & Teague P.S. as our independent auditor for 2016.2017. If any other matters are properly presented at the annual meeting for action, the persons named in the enclosed proxy and acting thereunder will have the discretion to vote on these matters in accordance with their best judgment. We do not currently expect that any other matters will be properly presented for action at the annual meeting.
 
You may receive more than one proxy card depending on how your shares are held. For example, you may hold some of your shares individually, some jointly with your spouse and some in trust for your children. In this case, you will receive three separate proxy cards to vote.
 
What if My Shares Are Held in Street Name?
 
If you are the beneficial owner of shares held in “street name” by a broker, your broker, as the record holder of the shares, is required to vote the shares in accordance with your instructions. If you do not give instructions to your broker, your broker may nevertheless vote the shares with respect to discretionary items, but will not be permitted to vote your shares with respect to non-discretionary items, pursuant to current industry practice. In the case of non-discretionary items, the shares not voted will be treated as “broker non-votes.”
 
If your shares are held in street name, you will need proof of ownership to be admitted to the annual meeting. A recent brokerage statement or letter from the record holder of your shares are examples of proof of ownership. If you want to vote your shares of common stock or preferred stock held in street name in person at the annual meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.
 

2
How Many Shares Must Be Present to Hold the Meeting?
 
A quorum must be present at the meeting for any business to be conducted. The presence at the meeting, in person or by proxy, of at least a majority of the shares of USAC common stock and preferred stock entitled to vote at the annual meeting as of the record dateRecord Date will constitute a quorum. Proxies received but marked as abstentions or broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting.
 
What if a Quorum Is Not Present at the Meeting?
 
If a quorum is not present at the scheduled time of the meeting, a majority of the shareholders present or represented by proxy may adjourn the meeting until a quorum is present. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and no other notice will be given unless the meeting is adjourned for 120 days or more. An adjournment will have no effect on the business that may be conducted at the meeting.
 
Vote Required to Approve Proposal 1: Election of Directors
 
Directors are elected by a majority of the votes cast, in person or by proxy, at the annual meeting by holders of a plurality of outstanding shares entitled to vote present in person or by proxy at the annual meeting. Pursuant to our Bylaws and Montana law, shareholders are permitted to cumulate their votes for the election of directors. Under cumulative voting, each holder of voting stock has a number of votes that is equal to the number of shares of voting stock he or she owns multiplied by the number of directors to be elected. The holder may cast all of those votes for one nominee or distribute them among all or less than all of the nominees as the shareholder sees fit. Since seven directors are to be elected at the meeting, the total votes which may be cast in the election of directors is calculated as follows:
 
Number of shares of voting stock owned by you [___] x 7 (number of directors to be elected) = total votes. Shareholders may allocate their votes among the sixseven nominees described below. Votes may be cast for or withheld from each nominee.
 
Vote Required to Approve Proposal 2: Ratification of the Selection of the Independent Auditor
 
Ratification of the selection of DeCoria, Maichel & Teague P.S. as our independent auditor for the fiscal year ending December 31, 20162017 requires the affirmative vote of a majority of the outstanding shares entitled to vote present in person or by proxy at the annual meeting. Abstentions will have the same effect as a vote against the proposal.
 
May I Revoke My Proxy?
 
You may revoke your proxy before it is voted by:
 
   ●            
submitting a new proxy with a later date;
 
   ●            
notifying the Secretary of USAC in writing before the annual meeting that you have revoked your proxy; or
 
   ●            
voting in person at the annual meeting.
 
If you plan to attend the annual meeting and wish to vote in person, we will give you a ballot at the annual meeting. However, if your shares are held in “street name,” you must bring a validly executed proxy from the nominee indicating that you have the right to vote your shares.
 
How can I obtain a copy of the 20152016 Annual Report on Form 10-K?
 
The Company’s 20152016 Annual Report on Form 10-K, including financial statements, is available on the internet with this Proxy Statement at http://www.usantimony.com. The Form is also available through the SEC’s website at http://www.sec.gov.
 

At the written request of any shareholder who owns shares on the Record Date, the Company will provide to such shareholder, without charge, a paper copy of the Company’s 20152016 Annual Report on Form 10-K as filed with the SEC, including the financial statements, but not including exhibits.
 
If requested the Company will provide copies of the exhibits for a reasonable fee.
 

___________________________
 
PROPOSAL 1 – ELECTION OF DIRECTORS
 

___________________________
 
What is the current compensation of the Board?
 
Our Board of Directors currently consists of seven members.
 
Is the Board divided into classes? How long is the term?
 
No, the Board is not divided into classes. All directors serve one-year terms until their successors are elected and qualified at the next annual meeting.
 
Who is standing for election this year?
 
The Board of Directors has nominated the following seven current Board Members for election at the 20162017 annual meeting, to hold office until the 20172018 annual meeting:
 
●
John C. Lawrence
 
●
Gary D. Babbitt
 
●
Hartmut W. Baitis
 
●
Russell C. Lawrence
 
●
Whitney H. Ferer
 
●
Jeffrey D. Wright
 
●
Craig W. Thomas
 
What if a nominee is unable or unwilling to serve?
 
All of our nominees currently serve as USAC directors. Each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. If a nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have withheld authority. At this time, we are not aware of any reason why a nominee might be unable to serve if elected.
 
How are nominees elected?
 
Directors are elected by a majority of the votes cast, in person or by proxy, at the annual meeting by holders of a plurality of outstanding shares entitled to vote present in person or by proxy at the annual meeting. Pursuant to our Bylaws and Montana law, shareholders are permitted to cumulate their votes for the election of directors.
 

4
 
Board Recommendation
 
The Board recommends a vote FOR each of the seven named nominees. All proxies executed and returned without an indication of how shares should be voted will be voted FOR the election of all nominees.
 
___________________________
 
INFORMATION ON THE BOARD OF DIRECTORS
  ___________________________
 
The following table sets forth certain information with respect to current directors. The term for each director expires at our next annual meeting or until his or her successor is appointed and qualified. The ages of the directors are shown as of December 31, 2015.2016.
 
NameAge
Affiliation
Expiration of Term
 
 
 
John C. Lawrence77
 78
Chairman, President,2017
2018 annual meeting
 
and Treasurer; Director
 
 
 
 
Gary D. Babbitt70
 71
Director2017
2018 annual meeting
 
 
 
Hartmut W. Baitis66
 67
Director2017
2018 annual meeting
 
 
 
Russell C. Lawrence
47 48
Director
2017Director
2018 annual meeting
 
 
 
Whitney H. Ferer57
 58
Director2017
2018 annual meeting
  
 
 
Jeffrey D. Wright
47
Director2017
2018 annual meeting
 
 
 
Craig W. Thomas41
 42
Director2017
2018 annual meeting
 
Set forth below is the present principal occupation and other business experience during the last five years of each of the sixseven nominees for election.
 
John C. Lawrence.  Mr. Lawrence has been the president and a director since the Company’s inception.  Mr. Lawrence was the president and a director of AGAU Mines, Inc., our corporate predecessor, since the inception of AGAU Mines, Inc. in 1968.  He is a member of the Society of Mining Engineers and a recipient of the Uuno Sahinen Silver Medallion Award presented by Butte Tech, University of Montana.  He holds a BA degree from Hamilton with course work at the University of Wyoming, an MA degree from the University of Wyoming and has completed all course work and thesis at the University of Utah for a PhD degree. Mr. Lawrence has an extensive background in mining, milling, smelting, chemical processing and oil and gas.
 
Gary D. Babbitt.  Mr. Babbitt, who joined the Board in 1998, has been involved in the formation of the Company’s Mexican subsidiaries and acquisition of mining concessions and smelter operations in Mexico, and other business relationships of the Company domestically and internationally. He currently serves as secretary/director of USAC’s Mexican Subsidiaries. Prior to becoming a USAC director, he represented mining companies in a variety of transactions and cases for more than 30 years in the Western United States, with an emphasis in mining law and CERCLA. Mr. Babbitt has a B.A. from the Albertson College of Idaho, and earned his J.D. from the University of Chicago.
 
Hartmut W. Baitis. Mr. Baitis, who joined the Board in 2011, has more than 35 years of experience as an exploration geologist in the U.S., Canada, Central America and Mexico. Since 1995, he has been a consultant to numerous mining companies, and preparing advanced-stage precious metal, base metal and industrial metal evaluations. Mr. Baitis is involved in ownership of several gold and base metal properties and two producing mines. He has a B.S. and a Ph.D. in Geology from the University of Oregon.
 

Russell C. Lawrence.  Mr. Lawrence, who joined the Board in 2007, has experience in the lines of applied physics, mining, refining, excavation, electricity, electronics, and building contracting.  He graduated from the University of Idaho with a degree in physics in 1994 and worked for the Physics Department at the University of Idaho for a period of 10 years. He has also worked as a building contractor and for USAC at the smelter and laboratory at Thompson Falls, for USAMSA in the construction and operation of the USAMSA smelter in Mexico, and for Antimonio de Mexico, S. A. de C. V. at the San Miguel Mine and the Cadereyta mill site in Mexico. He also serves as vice president/director of USAC’s Mexican Subsidiaries. Mr. Lawrence is the son of John C. Lawrence, the Company’s Chairman and President.
 
Whitney H. Ferer. Mr. Ferer, who joined the Board in 2012, has worked for 34 years for Aaron Ferer & Sons, or AF&S, headquartered in Omaha, Nebraska, where he is currently the Vice President of Trading and Operations and Vice Chairman of the Board. He previously served as the Vice President of the Lead and Zinc Division of AF&S, and has been involved in the patenting of various processes for the breakdown of plastics and metal recovery.
 
Jeffrey D. Wright. Mr. Wright, who joined the Board in 2015, most recently was Managing Director Metals & Mining Research for H.C. Wainwright from 2013 to 2015. Prior to that, he held a similar position with Global Hunter Securities commencing in 2011. From 2001 to 2011, Mr. Wright held a variety of investment banking positions with Robertson Stephens, Montgomery & Company and Shoreline Pacific, all based in San Francisco, California. For five years, he served in the U.S. Navy on the USS Carl Vinson, a $5 billion aircraft carrier, and the USS John Young, a $500 million destroyer. Mr. Wright has a B.A. from North Carolina State University and an MBA from the University of Southern California, Marshall School of Business.
 
Craig W. Thomas.Thomas. Mr. Thomas, who joined the Board in May 2016, is a professional investor with more than fifteen years of investing experience who has been a portfolio manager at CR Intrinsic Investors and S.A.C. Capital Advisors and an analyst at Goff Moore Strategic Partners and Rainwater, Inc.  He is currently the co-founder of Shareholder Advocates for Value Enhancement and the managing member of various investment partnerships.  Prior to becoming a professional investor, Mr. Thomas was a consultant at The Boston Consulting Group.  Mr. Thomas is currently a director of Full House Resorts, Inc. and has served on several other public company boards where he has experience heading audit, compensation, and nominating and governance committees.  Mr. Thomas earned an A.B. from Stanford University and an M.B.A. from the Graduate School of Business at Stanford University.
 
Family Relationships
 
John C. Lawrence is the father of Russell C. Lawrence.
 
Other Directorships
 
No directorsOther than Mr. Thomas, who is a director of Full House Resorts, Inc., no other director of the Company are also directorsis a director of issuersan issuer with a class of securities registered under Section 12 of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act, or which otherwise areis required to file periodic reports under the Exchange Act.
 
Legal Proceedings
 
The Company is not aware of any material legal proceedings to which any director, officer or affiliate of the Company, or any owner of record or beneficially of more than five percent of common stock of the Company, or any associate of any director, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
The Company is not aware of any of its directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses) or being subject to any of the items set forth under Item 401(f) of Regulation S-K.



___________________________
CORPORATE GOVERNANCE
___________________________

Board of Directors
 
The Board of Directors conducts its business through Board meetings and through its committees. The current Board is composed of seven directors.
 
Director Independence
 
We have seven directors as of the Record Date, including five independent directors as follows:
 
●
Gary D. Babbitt
 
●
Whitney H. Ferer
 
●
Hartmut W. Baitis
 
●
Jeffrey D. Wright
 
●
Craig W. Thomas
 
An “independent” director is a director whom the Board of Directors has determined satisfies the requirements for independence under Section 803A of the NYSE MKTAMERICAN Company Guide.
 
Meetings of the Board and Board Member Attendance at Annual Meeting
 
During the year ended December 31, 2015,2016, the Board of Directors held four (4) regular meetings. Each incumbent director, other than Mr. WrightFerer who was appointed to the Board in July 2015 and Mr. Thomas who was appointed to the Board in 2016,missed one regular meeting, attended all of the meetings of the Board in 20152016 and meetings of committees on which such person served during this period.
 
Board members are not required to attend the annual meeting.meeting of shareholders.
 
Communications to the Board
 
Shareholders who are interested in communicating directly with members of the Board, or the Board as a group, may do so by writing directly to the individual Board member c/o Alicia Hill, Corporate Secretary, at United States Antimony Corporation, P.O. Box 643, Thompson Falls, Montana 59873. Our Secretary will forward communications directly to the appropriate Board member.member(s). If the correspondence is not addressed to thea particular member, the communication will be forwarded to aat least one Board member in order to bring the matter to the attention of the full Board. Our Secretary will review all communications before forwarding them to the appropriate Board member.member(s).
 
Committees and Committee Charters
 
The Board of Directors has athe following standing committees: Executive Committee, Audit Committee, Compensation Committee and Corporate Governance & Nominating Committee. The Audit Committee was established in December 2011, and the Compensation and the Corporate Governance & Nominating Committees were established in 2012.
 

Executive Committee
 
The Executive Committee consists of two members, John C. Lawrence and Gary D. Babbitt. During 2015,2016, the Executive Committee met two (2) times.one (1) time.
 
Audit Committee and Audit Committee Financial Experts
 
We have a standing Audit Committee and audit committee charter, which complies with Rule 10A-3 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the requirements of the NYSE MKT.AMERICAN. Our Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. Our Audit Committee is composed of five (5)four (4) directors each of whom, in the opinion of the Board, is independent (in accordance with Rule 10A-3 of the Exchange Act and the requirements of Section 803A of the NYSE MKTAMERICAN Company Guide) and financially literate (pursuant to the requirements of Section 803B of the NYSE MKTAMERICAN Company Guide): Gary D. Babbitt (Chairman), Hartmut W. Baitis, Whitney H. Ferer, Jeffrey D. Wright and Craig W. Thomas. Each of Mr. Baitis and Mr. Thomas satisfies the requirement of a “financial expert” as defined under Item 407(d)(5) of Regulation S-K and meets the requirements for financial sophistication under the requirements of Section 803B of the NYSE MKTAMERICAN Company Guide.
Our Audit Committee meets with our management and our external auditors to review matters affecting financial reporting, the system of internal accounting and financial controls and procedures and the audit procedures and audit plans. Our Audit Committee reviews our significant financial risks, is involved in the appointment of senior financial executives and annually reviews our insurance coverage and any off-balance sheet transactions.
Our Audit Committee monitors our audit and the preparation of financial statements and all financial disclosure contained in our SEC filings. Our Audit Committee appoints our external auditors, monitors their qualifications and independence and determines the appropriate level of their remuneration. The external auditors report directly to the Audit Committee. Our Audit Committee has the authority to terminate our external auditors’ engagement and approve in advance any services to be provided by the external auditors that are not related to the audit.
During the fiscal year ended December 31, 2015,2016, the Audit Committee met seven (7)four (4) times. A copy of the Audit Committee charter is available on our website at www.usantimony.com.
Audit Committee Report
Our Audit Committee oversees our financial reporting process on behalf of the Board. The Committee has five (5)four (4) members, each of whom is “independent” as determined under Rule 10A-3 of the Exchange Act and the rules of the NYSE MKT.AMERICAN. The Committee operates under a written charter adopted by the Board.
The Committee assists the Board by overseeing the (1) integrity of our financial reporting and internal control, (2) independence and performance of our independent auditors, (3) and provides an avenue of communication between management, the independent auditors and the Board.
In the course of providing its oversight responsibilities regarding the 20152016 financial statements, the Committee reviewed the 20152016 audited financial statements, which appear in the 20152016 Annual Report on Form 10-K, with management and our independent auditors. The Committee reviewed accounting principles, practices, and judgments as well as the adequacy and clarity of the notes to the financial statements.
The Committee reviewed the independence and performance of the independent auditors who are responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States, and such other matters as required to be communicated by the independent auditors in accordance with Statement of Auditing Standards 61, as superseded by Statement of Auditing Standard 114—the Auditor’s Communication With Those Charged With Governance, as modified or supplemented.
The Committee meets with the independent auditors to discuss their audit plans, scope and timing on a regular basis, with or without management present. The Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board for independent auditor communications with audit committees concerning independence, as may be modified or supplemented.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in the Annual Report to the Securities and Exchange Commission on Form 10-K for the year ended December 31, 2015.2016. The Committee and the Board have also recommended the selection of DeCoria, Maichel and Teague P.S. as independent auditors for the Company for the fiscal year 2016.2017.
Submitted by the 20152016 Audit Committee Members
●
Gary D. BabbitBabbitt (Chairman)
●
  Harmut W. Baitis
●
Whitney H. Ferer
●
Jeffrey D. Wright
  ●
Craig W. Thomas
 
Compensation Committee
We have a Compensation Committee composed of four (4) directors, each of whom, in the opinion of our Board of Directors, is independent (under Section 803A of the NYSE MKTAMERICAN Company Guide): Gary D. Babbitt (Chairman), Hartmut W. Baitis, Whitney H. Ferer and Jeffrey D. Wright.
We have a Compensation Committee charter that complies with the requirements of the NYSE MKT.AMERICAN. Our Compensation Committee is responsible for considering and authorizing terms of employment and compensation of executive officers and providing advice on compensation structures in the various jurisdictions in which we operate. Our Chief Executive Officer may not be present during the voting determination or deliberations of his or her compensation; however, our Compensation Committee does consult with our Chief Executive Officer in determining and recommending the compensation of directors and other executive officers.
In addition, our Compensation Committee reviews both our overall salary objectives and significant modifications made to employee benefit plans, including those applicable to executive officers, and proposeproposes awards of stock options, if any. The Compensation Committee has determined that the Company’s compensation policies and practices for its employees generally, not just executive officers, are not reasonably likely to have a material adverse effect on the Company.
The Compensation Committee does not and cannot delegate its authority to determine director and executive officer compensation. Due to budgetary constraints, neither the Company nor the Compensation Committee has engaged the services of an external compensation consultant.
During the fiscal year ended December 31, 2015,2016, the Compensation Committee met two (2) times. A copy of the Compensation Committee charter is available on our website at www.usantimony.com.
Corporate Governance and Nominating Committee
We have a Corporate Governance and Nominating Committee composed of three (3) directors, each of whom, in the opinion of our Board of Directors, is independent (under Section 803A of the NYSE MKTAMERICAN Company Guide): Gary D. Babbitt (Chairman), Hartmut W. Baitis and Whitney H. Ferer. We have a Corporate Governance and Nominating Committee charter that complies with the requirements of the NYSE MKT.AMERICAN.
Our Corporate Governance and Nominating Committee is responsible for developing our approach to corporate governance issues. The Committee evaluates the qualifications of potential candidates for director and recommends to the Board nominees for election at the next annual meeting or any special meeting of shareholders, and any person to be considered to fill a Board vacancy resulting from death, disability, removal, resignation or an increase in Board size. The Committee has adopted a Director Nominating Process and Policy which sets forth the criteria the Board will assess in connection with the consideration of a candidate, including the candidate’s integrity, reputation, judgment, knowledge, independence, experience, accomplishments, commitment and skills, all in the context of an assessment of the perceived needs of the Board at that time. A copy of the Director Nominating Process and Policy is available on our website at www.usantimony.com.

We do not have a formal policy regarding diversity in the selection of nominees for directors. The Corporate Governance and Nominating Committee does, however, consider diversity as part of its overall selection strategy. In considering diversity of the Board as a criteria for selecting nominees, the Corporate Governance and Nominating Committee takes into account various factors and perspectives, including differences of viewpoint, professional experience, education, personal and professional skills and other individual qualities and attributes that contribute to Board heterogeneity, as well as race, gender and national origin. The Corporate Governance and Nominating Committee seeks persons with leadership experience in a variety of contexts. The Corporate Governance and Nominating Committee believes that this conceptualization of diversity is the most effective means to implement Board diversity. The Corporate Governance and Nominating Committee will assess the effectiveness of this approach as part of its annual review of its charter.

The Committee will consider recommendations for director nominees made by shareholders and others if these individuals meet the criteria set forth in the Director Nominating Process and Policy. For consideration by the Committee, the nominating shareholder or other person must provide the Corporate Secretary’s Office with information about the nominee, including thea detailed background of the suggested candidate that will demonstrate how the individual meets our director nomination criteria. If a candidate proposed by a shareholder meets the criteria, the individual will be considered on the same basis as other candidates. No shareholder or shareholders holding 5% or more of our outstanding stock, either individually or in aggregate, has recommended a nominee for election to the Board.
All of the sixseven nominees included on the proxy card accompanying this proxy statement were nominated by the Corporate Governance and Nominating Committee and were recommended by our current Board.
During the fiscal year ended December 31, 2015,2016, the Corporate Governance and Nominating Committee met one (1) time. A copy of the Corporate Governance and Nominating Committee charter is available on our website at www.usantimony.com.
Board Leadership Structure
The Board has reviewed our current Board leadership structure in light of the composition of the Board, our size, the nature of our business, the regulatory framework under which we operate, our shareholder base, our peer group and other relevant factors. Considering these factors we have determined not to have a separate Chief Executive Officer and Chairman of the Board, and to have John C. Lawrence fill both roles. We have determined that this structure is currently the most appropriate Board leadership structure for us. The Board noted the following factors in reaching its determination:
 
●
The Board acts efficiently and effectively under its current structure.
●
A structure of a combined Chief Executive Officer and Chairman of the Board is in the best position to be aware of major issues facing us on a day-to-day and long-term basis, and is in the best position to identify key risks and developments facing us to be brought to the Board’s attention.
●
This structure eliminates the potential for confusion and duplication of efforts, including among employees.
●
 Companies within our peer group utilize similar Board structures.
 
We do not have a lead independent director. Given the size of the Board, the Board believes that the presence of five independent directors out of the seven directors on the Board, with independent directors sitting on the Board’s committees, is sufficient independent oversight of the Chairman and Chief Executive Officer. The independent directors work well together in the current board structure and the Board does not believe that selecting a lead independent director would add significant benefits to the Board oversight role.
 
The Board of Director’s Role in Risk Management Oversight
The understanding, identification and management of risk are essential elements for the successful management of the Company. Risk oversight begins with the Board and the Audit Committee. The Audit Committee consists of Mr. Babbitt (Chairman), and Messrs. Baitus, Ferer, Wright and Thomas, each of whom is an independent director.

 
The Audit Committee reviews and discusses policies with respect to risk assessment and risk management. The Audit Committee also has oversight responsibility with respect to the integrity of our financial reporting process and systems of internal control regarding finance and accounting, as well as itsour financial statements.
 

At the management level, an internal audit provides reliable and timely information to the Board and management regarding our effectiveness in identifying and appropriately controlling risks. Annually, management presents to the Audit Committee a report summarizing the review of our methods for identifying and managing risks.
 
Additionally, our Corporate Governance and Nominating Committee reviews the risks related to succession planning and the independence of the Board. The Compensation Committee reviews the risks related to our various compensation plans.
 
In the event that a committee is allocated responsibility for examining and analyzing a specific risk, such committee reports on the relevant risk exposure during its regular reports to the entire Board to facilitate proper risk oversight by the entire Board.
 
Based on a review of the nature of operations, we do not believe that any areas of the Company are incentivized to take excessive risks that would likely have a material adverse effect on our operations.
 
___________________________
 


DIRECTORS’ COMPENSATION
___________________________
 
Following is a summary of fees, cash payments, stock awards, and other reimbursements to Directors during the year ended December 31, 2015:
 
Directors Compensation
 
 
 
 
 
 
 
 
 
Name and Principal Position
 
Fees Earned or paid in Cash
 
 
Stock Awards
 
 
Total Fees, Awards, and Other Compensation
 
 
 
 
 
 
 
 
 
 
 
John C. Lawrence, Chairman
 
 
 
 $25,000 
 $25,000 
Gary D. Babbitt, Director
 $36,000 
 $25,000 
 $61,000 
Russell C. Lawrence, Director
    
 $25,000 
 $25,000 
Hartmut W. Baitis, Director
    
 $25,000 
 $25,000 
Whitney H. Ferrer, Director
    
 $25,000 
 $25,000 
Jeffrey D. Wright, Director
    
 $12,500 
 $12,500 
2016:
 
Directors Compensation
Name and Principal Position
 
Fees Earned or paid in Cash
 
 
 
Stock Awards
 
 
Total Fees, Awards, and Other Compensation
 
John C. Lawrence, Chairman
 
 
 
 $25,000 
 $25,000 
Gary D. Babbitt, Director
 $21,750 
 $25,000 
 $46,750 
Russell Lawrence, Director
    
 $25,000 
 $25,000 
Hartmut Baitis, Director
    
 $25,000 
 $25,000 
Whitney Ferer, Director
    
 $25,000 
 $25,000 
Jeffrey Wright, Director
    
 $25,000 
 $25,000 
Craig Thomas, Director
    
 $18,750 
 $18,750 
   Totals
 $21,750 
 $168,750 
 $190,500 
 

___________________________
EXECUTIVE COMPENSATION
___________________________

Summary Compensation Table
 
The following summary compensation table sets forth information concerning the annual compensation for services to the Company for the years ended December 31, 2016, 2015 2014 and 20132014 paid by the Company to its executive officers.
 
Name and Principal Position Year Salary Bonus Stock Awards (1) Total  Year Salary Bonus Stock Awards (1) Total 
John C. Lawrence, President and Chief Executive Officer 2015 $141,000 N/A $25,000 $166,000  2016 $141,000 N/A $25,000 $166,000 
 2014 141,000   25,000 166,000  2015 141,000   25,000 166,000 
 2013 126,000   25,000 151,000  2014 141,000   25,000 166,000 
                      
John C. Gustaven, Executive Vice President 2015 $100,000 N/A   $100,000 
John C. Gustavsen, Executive Vice President 2016 $100,000 N/A   $100,000 
 2014 100,000     100,000  2015 100,000     100,000 
 2013 100,000     100,000  2014 100,000     100,000 
                      
Russell C. Lawrence, Vice President for Latin America 2015 $120,000 N/A $25,000 $145,000  2016 $110,000 N/A $25,000 $135,000 
 2014 105,000   25,000 130,000  2015 110,000   25,000 135,000 
 2013 100,000   25,000 125,000  2014 105,000   25,000 135,000 
 
(1)These figures represent the fair values, as of the date of issuance, of the annual director's fee payable to John C. Lawrence and Russell C. Lawrence in the form of shares of USAC's common stock.
(1)
These figures represent the fair values, as of the date of issuance, of the annual director's fee payable to John C. Lawrence and Russell C. Lawrence in the form of shares of USAC's common stock.
Compensation for all executive officers, except for the President/CEO position, is recommended to the Compensation Committee of the Board of Directors by the President/CEO. The Compensation Committee makes the recommendation for the compensation of the President/CEO. The full Board approves the compensation amounts recommended by the Compensation Committee. Currently, compensation for executive management includes only base salary and health insurance. The Company does not have annual performance based salary increases, long term performance based cash incentives, deferred compensation, retirement benefits, or disability benefits. For the year ended December 31, 2015, Russell C. Lawrence (VP) received an increase in base compensation of $15,000 annually. The Board of Directors determined that Mr. Lawrence’s compensation for the prior years was not adequate for the duties assigned to him as the Vice President for Latin America, and that a raise was appropriate to compensate him for management of the Company’s Latin American operations.
Two executive officers, the President/CEO and the Vice-President for the Latin American operations, receive restricted stock awards for their services as Board members.
Compensation for all executive officers, except for the President/CEO position, is recommended to the Compensation Committee of the Board of Directors by the President/CEO. The Compensation Committee makes the recommendation for the compensation of the President/CEO. The Compensation Committee has identified a peer group of mining companies to aid in reviewing the President’s compensation recommendations for executives, and for reviewing the compensation of the President/CEO. The full Board approves the compensation amounts recommended by the Compensation Committee. Currently, the executive management’s compensation only includes base salary and health insurance. The Company does not have annual performance based salary increases, long term performance based cash incentives, deferred compensation, retirement benefits, or disability benefits. For the year ended December 31, 2015, Russell C. Lawrence (VP) received an increase in base compensation of $15,000 annually. The Board of Directors determined that Mr. Lawrence’s compensation for the prior years was not adequate for the duties assigned to him as the Vice President for Latin America, and that a raise was appropriate to compensate him for management of the Company’s Latin American operations.
 

Two executive officers, the President/CEO and the Vice-President for the Latin American operations, receive restricted stock awards for their services as Board members.
 
Equity Compensation Awards
 
The following table sets forth information concerning the outstanding equity awards at December 31, 2015,2016, held by our principal executive officer. There were not any other outstanding equity awards or plan based awards to officers or directors as of December 31, 2015.2016.
 
 
 
 
   
 
 
 Outstanding Equity Awards
at Fiscal Year End 
 
 
 
 
 
Name
 
Number of Securities Underlying Unexercised Options       
 
 
 Number of Securities
Underlying Unexercised
Unearned Options
 
 
Average
Exercise
Price
 
Option
Exercise
Dates
 
Number of Securities Underlying Unexercised Options  
 
 
Outstanding Equity Awards at
Fiscal Year End
Number of Securities
Underlying Unexercised
Unearned Options
 
 
Average
Exercise
Price
 
Option
Exercise
Dates
 
Exercisable  
 
 
Unexercisable   
 
 
 
 
 
 
Exercisable
 
 
 Unexercisable
 
 
 
 
 
 
#
 
 
#
 
 
 
 
 
 
 #
 
 
#
 
 

 
 
 
 
 
John C. Lawrence
  250,000 
  0 
 $0.25 
None
  250,000 
  0 
 $0.25 
None
(Chairman of the Board Of
    
 
    
 
Directors and Chief Executive
    
 
    
 
Officer)
    
 
    
 
 
Compensation Committee Compensation Discussion and Analysis
 
This discussion and analysis provides you with an understanding of our executive compensation philosophy, plans and practices, and gives you the context for understanding and evaluating the more specific compensation information contained in the tables and related disclosures set forth above.
 
United States Antimony Corporation (USAC or the Company) mines and processes zeolite, antimony and precious metals. A wholly owned subsidiary, Bear River Zeolite, operates a zeolite mine and plant near Preston, Idaho. Wholly owned subsidiaries in Mexico operate the Los Juarez antimony mine in the state of Queretaro, Mexico, a mill in Guanajuato, Mexico, an antimony smelter in Coahuila, Mexico, and mines in Guadalapana, Guadalupe, Soyatal and Wadley. The CompanyCompany’s headquarters, primary smelter and refinery are located in Thompson Falls, Montana.
 
In analyzing executive compensation the committee recognized the hardship and risk which the CEO, John Lawrence, and the Executive Vice Presidents, John GustavenGustavsen and Russell Lawrence, have faced and continue to endure in working in Mexico. Employment at the senior management level has been static from 2013 through 2016, both in the Company and in all of its subsidiaries. The Company does not intend to make any changes in management level positions in 2017.
 
Oversight of the Executive Compensation Program
 
Role of the Compensation Committee. The Compensation Committee (Committee) reviews and oversees the Company’s compensation programs. The Committee recommends the compensation levels for management level for the Chief Executive Officer (CEO) and it recommends the compensation levels of the other Company executives. The independent Directors of the Board then consider the recommendations and vote on them.officers. The Compensation Committee also makes recommendations to the Board concerning salary guidelines and reviews compensation matters concerning all other executive officer and director compensation, including salaries, bonuses, stock-based awards and grants, and the terms and conditions of employment contracts.
 

The Compensation Committee meets at least twice annually to consider recommendations to the Board. Typically, the CEO of the Company makes recommendations to the Committee concerning individual salary levels and other compensation for the executives based on his knowledge of the work requirements and their effort and success. The CEO does not make any recommendation concerning his own salary or compensation. The Compensation Committee, as noted, makes its own recommendation concerning the CEO’s salary or other compensation. The Compensation Committee balances the Company’s compensation levels with the present operational goals and objectives of the Company.
 

The Compensation Committee is currently comprised of Hart Baitis, Whitney Ferer, Jeffrey Wright, Craig W. Thomas and Gary Babbitt, Chairman. The Compensation Committee did not engage a compensation consultant in either the preparation or review of this report. The Board of Directors fixes director compensation based on the Committee’s market analysis and, most importantly, the Company’s financial situation.recommendations.
 
Role of Executive Officers
 
The Chief Executive Officer makes recommendations to the Committee concerning executive officers’ total compensation.
 
The executive officers may make recommendations concerning any qualified or non-qualified stock plan which the Company may have. At this time, the Company does not have a qualified or non-qualified stock plan.
 
The Committee reviews the executive officer recommendations for compensation and exercises its discretion in amending, accepting or modifying the recommendations for compensation.
 
Executive Compensation Principles
 
The following principles assist and guide the Committee in fulfilling its responsibilities as set forth in the Compensation Committee Charter and administration of the continuing executive compensation program:
 
●
Compensation should be transparent so that both the Company shareholders and executives understand the executive compensation program.
●
Compensation programs should correspond with the Company’s long-term financial interest as well as the interests of shareholders.
●
Compensation should be flexible and rational in cyclical or volatile commodity markets.
●
Compensation should account for the inherent risks in certain geographical environments.
●
Compensation should be responsive to retaining qualified, high caliber executives and management.
 
Executive Management receives only a base salary and health insurance. The Company does not have annual performance based salary plans, or long term performance based cash incentives, deferred compensation, retirement benefits or disability benefits. The CEO, John Lawrence, and Russell Lawrence, the Vice President of Latin American Operations, are Board members and receive compensation in the form of restricted Company common stock for serving on the Board.
 
While the Company has identified a peer group, theThe Committee recommends not tono change thein Executive Management base salaries in 2016-20172017, and the salaries have remained static from the 2013 level2016 levels, except for a modest increasedecrease in the salary for the CFO. The remainder of CEO’s salaryexecutive salaries remain unchanged from $126,000 to $141,000, and the CFO’s compensation from $75,000 to $90,000. Moreover, the2016.
The Board of Directors rescinded the historical annual permitted grant of 26,000 shares of restricted common stock to the directors as of May 13, 2012. The directors’ new compensation was limited in the future not to exceed a value of $25,000 unless circumstances otherwise permit a different award. The Company does not have percentile projections, incentives or goals of compensation for any executive officers or directors of the Company. The Board of Directors will wait to consider any changes in compensation for the 20172018 calendar year.
 

Market Assessments
 
The Committee reviews market compensation levels for the Board of Director and Executive compensation. At the present time the continuing development of the Mexican program requires that changes in base salary of the executives and compensation of directors will be carefully determined and on a case by case basis annually.
 
Peer Group for 2016 Compensation
The Committee identified the following mining companies for the peer or comparison group for compensation analysis comparisons and are listed in order of their 2016 market capitalization. These companies are all operating mining companies, as exploration companies are not considered to be peers for compensation purposes. The following list shows available compensation information on management.
  MKT CAPCEO/PRESCOOEX VPCFOTREAS/SEC
1. Klondex Mines 880M915,000406,000NA393,000NA
370,000 513M367,000 NA296,000NA
563,000 239M 409,000240,000330,000NA
4. Polymet Mining 229M812,000NA355,000367,000NA
5. Midas Gold 188M320,000NA301,000248,000NA
6. Avino Gold & Silver 109M604,000211,000NA132,000NA
7. Impact Silver 94M187,000NA78,000NANA
360,000 73M NANANANA
9. Northern Vertex 44M167,000NANA169,000NA
10. USAC 22M141,000NA120,00090,00050,000
The compensation numbers are from public documents from the most recent financial quarter available in August of 2016.
 
Personal Benefits for Executives
 
The Company does not have:
●
Change in control agreements;
agreements
●
Supplemental compensation policies;
●policies
 
● Employment contracts;
contracts
●
Separation or Severance Agreements; or
●Agreements
 Other types
● Any other type of compensation agreements.
Executive Compensation for 2015arrangements
 
The following compensation table is forguidance will continue until changed by the fiscal years ending December 31, 2013, 2014 and 2015, for the CEO, Vice Presidents, CFO, and Secretary-Treasurer/Controller:Board of Directors:
 

Name and Principal PositionYearSalary (2)BonusStock Awards (1) (3)All Other CompensationTotal
John C. Lawrence,
President and Chief Executive Officer
2016
2015
2014
$141,000
$141,000
$141,000
N/A
 $25,000
$25,000
$25,000

$166,000
$166,000
$166,000
John C. Gustaven,
Executive Vice President
2016
2015
2014
$100,000
$100,000
$100,000
N/A
$100,000
$100,000
$100,000
Russell Lawrence,
Vice President for Latin America
2016
2015
2014
$120,000
$105,000
$105,000
N/A
 $25,000
$25,000
$25,000

$145,000
$130,000
$130,000
Matt Keane,
Vice President of Marketing
2016
2015
2014
$65,000
$50,000
$50,000
N/A
$65,000
$50,000
$50,000
Dan Parks,
Chief Financial Officer
2016
2015
2014
$90,000
$90,000
$75,000
N/A
$90,000
$90,000
$75,000
Alicia Hill, Secretary-
Treasurer and Controller
2016
2015
2014
$50,000
$50,000
$50,000
N/A
$50,000
$50,000
$50,000
1.
In August of 2012 the Board of Directors changed the maximum award of stock to the Directors to be not more than $25,000 per director in value unless circumstances otherwise permitted a different amount. Thus, the stock awards for 2012 and 2013 are authorized for the DirectorsDirectors’ and shall be delivered at a subsequent date with a value not to exceed $25,000 as authorized or as circumstances may merit. All stock awards for John Lawrence and Russell Lawrence for 20142012 through 20162014 were included in this compensation report as part of executive salary to follow industry custom and to make the comparisons with the peer group more consistent, even though the stock was not delivered at that time.
 
2.
The Directors received their 2014 stock in the second quarter of 2015. There has been no decision on the award of director shares for 2015.
Expatriate Compensation
The Company pays for lodging, food, and transportation both domestically and internationally as needed and required in the US and Mexico. Security issues influence transportation in Mexico.
Compensation of Independent Directors
 
The following table sets forth information concerning the compensation of the Company Directors for the fiscal year ended December 31, 2016. The table lists all compensation received by the independent directors. The stock received by executives who were also directors, John Lawrence and Russell Lawrence, was counted under executive compensation.
 

Projected Director Compensation for 2016 and 2017(1)
Projected Director Compensation for 2017(2)
Projected Director Compensation for 2017(2)
 
Fees Earned or Paid
 
 
Stock Awards(2)
Compensation
 
 
 All other
 
 
Total ($)
 
 
 Fees Earned or Paid
 
 
 Stock Awards(2)
 
 
 All other Compensation
 
 
 Total ($)
 
Gary Babbitt (1)
 $36,000 
 $25,000 
  0 
 $61,000 
 $18,000 
 $25,000 
  0 
 $25,000 
    
    
Hart Baitis
  0 
 $25.000 
  0 
 $25,000 
  0 
 $25,000 
  0 
 $25,000 
    
    
Whitney Ferer
  0 
 $25,000 
  0 
 $25,000 
  0 
 $25,000 
  0 
 $25,000 
    
    
Jeffrey Wright
  0 
 $25,000 
  0 
 $25,000 
  0 
 $25,000 
  0 
 $25,000 
    
    
Craig W. Thomas(2)
  0 
 $25,000 
  0 
 $25,000 
Craig W. Thomas
  0 
 $25,000 
  0 
 $25,000 
 
1.
Gary Babbitt presently serves as Chairman of the Audit, Compensation, and Governance & Nomination Committees. He also serves on the Corporate Executive Committee and is a board member and Secretary of USAMSA, the Company’s wholly owned Mexican subsidiary. Hart Baitis is a member of the Compensation and Governance & Nomination Committee and Whitney Ferer are membersis a member of the Audit, Compensation, and Governance & Nomination Committees. Jeffrey Wright serves on the Compensation Committee and Audit Committee. Craig Thomas serves on the Audit Committee
2.
Mr. ThomasThe stock awarded to directors in 2015 was appointedin an amount equivalent to $25,000. The 2016 stock has not been awarded at this time to any of the Boarddirectors. The above chart is a projected stock award for 2016. The stock awarded to directors in May2015 was issued in the first quarter of 2016. The director stock awards are and have been static.
 
The director compensationdirectors will remain at the same levelreceive $25,000 or equivalent value in 2017 unlessrestricted Company common stock for 2016 and succeeding years until changed or circumstances otherwise permit a changedifferent award.
Committee Recommendations for the Company Officers in director compensation.2017
 
The Company does not have an executive or director compensation program. The Company has a measured compensation approach consistent with its growth. In short,Accordingly, compensation will be reviewed annually.
 
Committee Recommendations
The Officers’ compensation rates for 2017 Compensation of Officersare as follows:
John C. Lawrence, CEO - $141,000
John C. Gustavsen, Exec. VP - $105,000
Russell Lawrence, VP Latin Operations - $110,000
Matt Keane, VP Marketing - $60,000
Dan Parks, CFO - $75,000
Alicia Hill – Treasurer, Secretary, and Independent DirectorsController - $50,000
 
The Committee recommends that the Executive Pay for 2017 for John Lawrence, CEO, John GustavenGustavsen and Russell Lawrence, Executive VPs, remain until the same as 2016 as noted above.Compensation Committee confers with management in 2018 for any changes or circumstances that may require a change. The Committee recommends that the Chairmanship fees for the Audit, Compensation and Governance/Nomination Committees be accepted as set forth in this report and that Director’s fees shall be $25,000 or the equivalent amount in USAC common stock, restricted under Rule 144, for 2017 or as circumstances otherwise permit.
 
Compensation Committee Report
 
We, as members of the Compensation Committee of the Board of Directors, have reviewed the foregoing Compensation Discussion and Analysis. Based upon our independent review and discussions with management, we recommend that the Board of Directors accept this report and that the Compensation Discussion and Analysis of 20162017 be included in the 20162017 Proxy Statement for filing with the U.S. Securities and Exchange Commission.
 
THE COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS
 
Gary D. Babbitt, Chairman
Hartmut W. Baitis
Whitney H. Ferer
Jeffrey D. Wright
  ___________________________
 

OTHER GOVERNANCE MATTERS
 

___________________________
 
Code of Business and Ethical Conduct
 
We have adopted a corporate Code of Business and Ethical Conduct administered by our President/CEO, John C. Lawrence. We believe our Code of Business and Ethical Conduct is reasonably designed to deter wrongdoing and promote honest and ethical conduct, to provide full, fair, accurate, timely and understandable disclosure in public reports, to comply with applicable laws, to ensure prompt internal reporting of code violations, and to provide accountability for adherence to the code. Our Code of Business and Ethical Conduct provides written standards that are reasonably designed to deter wrongdoing and to promote:

 
●
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
●
Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Commission and in other public communications made by an issuer;
●
Compliance with applicable governmental laws, rules and regulations;
●
The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
●
Accountability for adherence to the code.

 
Our Code of Business and Ethical Conduct is available on our web site at www.usantimony.com. A copy of the Code of Business and Ethical Conduct will be provided to any person without charge upon written request to us at our executive offices: United States Antimony Corporation, P.O. Box 643, Thompson Falls, Montana 59873. We intend to disclose any waiver from a provision of our code of ethics that applies to any of our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions that relates to any element of our code of ethics on our website. No waivers were granted from the requirements of our Code of Business and Ethical Conduct during the year ended December 31, 2015,2016, or during the subsequent period from January 1, 20162017 through the date of this proxy statement.
Compensation Interlocks and Insider Participation
There were no compensation committee or board interlocks among the members of our Board.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors, and persons who beneficially own more than 10% of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission, or SEC. Such officers, directors and 10% shareholders are also required by SEC rules to furnish us with copies of all Section 16(a) forms that they have filed.
Based solely on our review of the copies of Forms 3, 4 and 5 furnished to us, Mr. Babbitt, Mr. Baitus, Mr. Ferer and Mr. Russell Lawrence did not file timely Forms 3, 4 or Form 5 reports during 20152016 and 2014.2015.
 
___________________________ 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

___________________________
 
Described below are transactions during the last two years to which we are a party and in which any director, executive officer or beneficial owner of five percent (5%) or more of any class of our voting securities or relatives of our directors, executive officers or five percent (5%) beneficial owners has a direct or indirect material interest. See also transactions described in notes 4, 9, 10, 11, 12, 15 and 19 to our Financial Statements as of December 31, 2015.2016.
 
On December 30, 2015, the Company declared, but did not issue, approximately 147,000 shares of unregistered common stock to be paid to its directors for services during 2015, having a fair value of $125,000, based on the stock price at the date declared.

During the year ended December 31,March 23, 2015, the Company issued 105,000 shares of common stock to Herbert Denton for investor relations services provided. The estimated fair value of the shares at the time of issue was approximately $27,950. The Company also forgave a $30,000 note due from Mr. Denton for the purchase of common stock, and reduced additional paid in capital by that amount.
On December 30, 2014, the Company declared but did not issueBoard members 183,825 shares of unregisteredthe Company’s common stock to be paid to its directors for services duringin 2014 havingwith a fair value of $125,000, based on the current stock price at the date declared. These shares were issued on March 23, 2015.$125,000.
 
During the year ended December 31, 2014, the Company issued 24,000 shares to Herbert Denton for investor relations services provided. The shares estimated fair value at the time of issue was approximately $39,000.
On December 27, 2013, the Company declared, but did not issue, shares of unregistered common stock to be paid to its directors for services during 2013, having a fair value of $150,000, based on the current stock price at the date declared. During the nine months ended September 30, 2014, the Company issued 83,334 shares in satisfaction of the obligation.
During 2013,2015, the Company awarded, but did not issue, common stock with a value at December 31, 20132015, of $150,000$137,500 to its Board of Directors as compensation for their services as directors. In connection with the issuances, the Company recorded $150,000$137,500 in director compensation expense. At
On March 31 and August 11, 2015, the Company issued Herbert Denton, the Company investor relations consultant, 5,000 and 100,000 shares, respectively, of the Company’s common stock in exchange for services. On September 30, 2105, a closingnote receivable for $30,000 due from Mr. Denton for was cancelled, and $30,000 was deleted from additional paid in capital.
In March of 2016 the Company issued the Board members 550,000 shares of the Company’s common stock at $0.25 per share for services in 2015 with a value of $137,500.
In December of 2016, the Company issued Daniel Parks, the Company’s Chief Financial Officer, 200,000 shares of the Company’s common stock valued at $54,000 to retain his services for a two year period. As part of the agreement, Mr. Parks’ hours worked and normal compensation will be reduced.
During 2016, the Company awarded, but did not issue, common stock with a value at December 31, 2016, of $168,750 to its Board of Directors as compensation for their services as directors. In connection with the issuances, the Company recorded $168,750 in director compensation expense. In March of 2017, at a price of $1.80$0.40 per share, on June 28, 2014, the directors were issued 83,334421,875 shares in 2014.for 2016.
 
We reimbursed John C. Lawrence, a director and Chief Executive Officer, for operational and maintenance expenses incurred in connection with our use of equipment owned by Mr. Lawrence, including welding trucks, backhoes, and an aircraft. Reimbursements for 2016 and 2015 totaled $16,791 and 2014 totaled $32,397, $30,651, respectively.
 

  ___________________________
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 

___________________________
 
The following table sets forth information regarding beneficial ownership of our common stock as of March 30, 2016, by (i) each person who is known by us to beneficially own more than 5% of our Series B, C, and D preferred stock or common stock; (ii) each of our executive officers and directors; and (iii) all of our executive officers and directors as a group. Unless otherwise stated, each person's address is c/o United States Antimony Corporation, P.O. Box 643, 47 Cox Gulch, Thompson Falls, Montana 59873.
 
Title of ClassTitle of Class
Name and Address of
Beneficial Owners (1)
 
Amount and
Nature of
Beneficial Ownership
 
Percent of
Class (1)
  
Percent of all
Voting Stock
  
Name and Address of Beneficial Owner (1)
Amount and Nature of Beneficial Ownership
Percent of Class (1)
Percent of all Voting Stock
Common Stock
Cardinal Capital Management LLC
Four Greenwich Office Park
Greenwich CT 06831
 4,008,694  6.07% 5.87%
Common StockCommon Stock
Reed Family Limited Partnership
328 Adams Street Milton, MA
02186
 4,018,335  6.09% 5.88% 
Reed Family Limited Partnership
328 Adams Street
Milton, MA 02186
  4,018,335   5.95%  5.80%
Common StockCommon Stock
The Dugan Family
c/o A.W.Dugan
1415 Louisana Street, Suite 3100
Houston, TX 77002
 6,362,927(3) 9.64% 9.32% 
The Dugan Family
c/o A.W. Dugan
1415 Louisana Street, Suite 3100
Houston, TX 77002
  6,362,927(3)
  9.43%  9.19%
Series B PreferredSeries B Preferred
Excel Mineral Company
P.O. Box 3800
Santa Barbara, CA 93130
 750,000(5) 100.00% N/A  
Excel Mineral Company
P.O. Box 3800
Santa Barbara, CA 93130
  750,000(5)
  100.00%  N/A 
Series C PreferredSeries C Preferred
Richard A. Woods
59 Penn Circle West
Penn Plaza Apts.
Pittsburgh, PA 15206
 48,305(4) 27.10% *  
Richard A. Woods
59 Penn Circle West
Penn Plaza Apts.
Pittsburgh, PA 15206
  48,305(4)
  27.10%  * 
Series C PreferredSeries C Preferred
Dr. Warren A. Evans
69 Ponfret Landing Road
Brooklyn, CT 06234
 32,203(4) 18.10% *  
Dr. Warren A. Evans
69 Ponfret Landing Road
Brooklyn, CT 06234
  32,203(4)
  18.10%  * 
Series C PreferredSeries C Preferred
Edward Robinson
1007 Spruce Street, 1st floor
Philadelphia, PA 19107
 32,203(4) 18.10% *  
Edward Robinson
1007 Spruce Street, 1st floor
Philadelphia, PA 19107
  32,203(4)
  18.10%  * 
Series C PreferredSeries C PreferredAll Series C Preferred Shareholders as a Group 177,904(4) 100.00% *  All Series C Preferred Shareholders as a Group
  177,904(4)
  100.00%  * 
 John C. Lawrence
  4,343,607(2)
  68.59%  6.27%
 Russell Lawrence  343,145   5.42%  * 
 Hart Baitis  233,680   3.69%  * 
 Garry Babbitt  271,486   4.29%  * 
Common Stock Whitney Ferer  162,500   2.57%  * 
 Jeffrey Wright  130,320   2.06%  * 
 Mathew Keane  10,300   0.16%  * 
 Daniel Parks  264,500   4.18%  * 
 Craig Thomas  572,711   9.04%  * 
Common Stock All Directors and Executive Officers as a Group  6,332,249   100.00%  9.16%
 John C. Lawrence
  1,590,672(4)
  90.80%  2.29%
Series D Preferred Leo Jackson
  102,000 
  5.80%  * 
 Garry Babbitt
  58,333 
  3.40%  * 
Series D Preferred All Series D Preferred Shareholders as a Group
  1,751,005(4)
  100.00%  2.52%
 All Directors and Executive Officers as a Group
  6,332,249(2)
  78.38%  9.16%
Common Stock and Preferred Stock w/ voting rights  
  - 
  - 
 All preferred Shareholders that are officers or directors
  1,751,005(4)
  21.62%  2.52%
Common and Preferred Voting Stock All Directors and Executive Officers as a Group  8,083,254  100.00%  11.69%
(1) 
Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of March 31, 2017, are deemed outstanding for computing the percentage of the person holding options or warrants but are not deemed outstanding for computing the percentage of any other person. Percentages are based on a total of 67,066,278 shares of common stock, 750,000 shares of Series B Preferred Stock, 177,904 shares of Series C Preferred Stock, and 1,751,005 shares of Series D Preferred Stock outstanding on March 30, 2017. Total voting stock of 68,245,187 shares is a total of all the common stock issued, and all of the Series C and Series D Preferred Stock outstanding at March 31, 2017. 
(2) 
Includes 4,031,107 shares of common stock and 250,000 stock purchase warrants. Excludes 183,324 shares owned by the estate of Mr. Lawrence's sister, as to which Mr. Lawrence disclaims beneficial ownership.
(3) 
Includes shares owned by the estate of Al W. Dugan and shares owned by companies owned and controlled by the estate of Al W. Dugan. Excludes 183,333 shares owned by Lydia Dugan as to which the estate of Mr. Dugan disclaims beneficial ownership.
(4) 
The outstanding Series C and Series D preferred shares carry voting rights equal to the same number of shares of common stock.
(5) 
The outstanding Series B preferred shares carry voting rights only if the Company is in default in the payment of declared dividends. The Board of Directors has not declared any dividends as due and payable for the Series B preferred stock.
 

Common Stock
John C. Lawrence
Russell Lawrence
Hart Baitis
Gary Babbitt
Whitney Ferer
Jeffrey Wright
Mathew Keane
Daniel Parks
  
4,281,107
280,654
171,180
169,254
119,704
50,000
10,300
40,000
 
(2) 
83.35
5.46
3.33
3.29
2.33
*
*
1.05
%
%
%
%
%
 
 
%
  
6.66
*
*
*
*
*
*
*
%
Common StockAll Directors and Executive Officers as a Group  5,136,199  100.00%  7.53%
Series D Preferred
John C. Lawrence
Leo Jackson
Gary Babbitt
  
1,590,672
102,000
58,333
(4) 
90.80
5.80
3.40
%
%
%
  
2.40
*
*
%
Series D PreferredAll Series D Preferred Shareholders as a Group  1,751,005(4) 100.00%  2.70%
Common Stock and
Preferred Stock w/voting rights
All Directors and Executive Officers as a Group
All preferred Shareholders that are officers or directors
  
5,136,199
1,751,005
(2)
(4)
 
72.55
27.45
%
 
  
7.53
2.56
%
 
Common and Preferred Voting Stock
All Directors and Executive
Officers as a Group
  6,887,204  100.00%  10.09%
___________________________ 
 
(1)
Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of March 30, 2016, are deemed outstanding for computing the percentage of the person holding options or warrants but are not deemed outstanding for computing the percentage of any other person. Percentages are based on a total of 66,316,278 shares of common stock, 750,000 shares of Series B Preferred Stock, 177,904 shares of Series C Preferred Stock, and 1,751,005 shares of Series D Preferred Stock outstanding on March 30, 2016. Total voting stock of 68,245,187 shares is a total of all the common stock issued, and all of the Series C and Series D Preferred Stock.
(2)Includes 4,031,107 shares of common stock and 250,000 stock purchase warrants. Excludes 183,324 shares owned by Mr. Lawrence's sister, as to which Mr. Lawrence disclaims beneficial ownership.
(3)Includes shares owned by the estate of Al W. Dugan and shares owned by companies owned and controlled by the estate of Al W. Dugan. Excludes 183,333 shares owned by Lydia Dugan as to which the estate of Mr. Dugan disclaims beneficial ownership.
(4)The outstanding Series C and Series D preferred shares carry voting rights equal to the same number of shares of common stock.              
(5)The outstanding Series B preferred shares carry voting rights only if the Company is in default in the payment of declared dividends. The Board of Directors has not declared any dividends as due and payable for the Series B preferred stock.             


PROPOSAL 2 – RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR
___________________________ 
 
What am I voting on?
 
The Board of Directors and the Audit Committee have selected DeCoria, Maichel & Teague P.S. as our independent auditor for the year ending December 31, 20162017 and that selection is being submitted to shareholders for ratification. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of DeCoria, Maichel & Teague P.S. to our shareholder for ratification as a matter of good corporate practice. If the selection is not ratified, the Board will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Board in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of USAC and our shareholders. DeCoria, Maichel & Teague P.S. served as our independent auditor for the year ended December 31, 2015.2016.
 
Recommendation of the Board of Directors
 
The Board of Directors unanimously recommends that you vote “FOR” the ratification of the appointment of DeCoria, Maichel & Teague P.S. as our independent auditor for 20162017.

 
Accountant Fees and Services
 
The following table sets forth the aggregate fees billed to the Company by DeCoria, Maichel & Teague P.S. for professional services rendered for the fiscal years ended December 31, 20152016 and 2014.2015.
 
 
2015
 
 
 2014
 
 
2016
 
 
 2015
 
Audit Fees
 $151,741 
 $149,168 
 $134,985 
 $151,741 
Tax Fees
 $10,115 
 $24,323 
 $12,695 
 $10,115 
Other Fees
  -- 
  --
 
  -- 
Totals
 $161,856 
 $173,491 
 $147,680 
 $161,856 
 
Audit Fees
Audit fees consist of fees billed for professional services rendered for the audit of our financial statements and review of interim consolidated financial statements included in quarterly reports and services that are normally provided by the principal accountants in connection with statutory and regulatory filings or engagements.
Tax Fees
Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning.
Audit-Related Fees
There were no other fees billed by DeCoria, Maichel & Teague P.S. during the last two fiscal years for assurance and related services that were reasonably related to the performance of the audit or review of the Company's financial statements and not reported under "Audit Fees" above.
 
The Audit Committee of the Board of Directors determined that all of the services performed by DeCoria, Maichel & Teague P.S. in fiscal year 20152016 were not incompatible with DeCoria, Maichel & Teague P.S. maintaining its independence.
 

___________________________
 

SHAREHOLDER PROPOSALS
 

___________________________
 
Proposals of shareholders intended to be presented at our annual meeting to be held in 20172018 must be received by us no later than July 20, 201610, 2017 to be considered for inclusion in the proxy materials and form of proxy relating to that meeting. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Securities Exchange Act.
 
BY ORDER OF THE BOARD OF DIRECTORS
 
John C. Lawrence
Chairman and President
 
Thompson Falls, Montana
October 20,10, 2016
 

22
 
REVOCABLE PROXY
UNITED STATES ANTIMONY CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 10, 20169, 2017
 
The undersigned hereby appoints John C. Lawrence and Gary D. Babbitt, and each of them, with full powers of substitution to act as attorneys and proxies for the undersigned, to vote all shares of common stock of United States Antimony Corporation (“USAC”) which the undersigned is entitled to vote at the annual meeting of shareholders, to be held at the Ramada Inn at the airport, 8909 Airport Drive,Rimrock Lodge, 6 Rimrock Lane, Thompson Falls, Montana, on Saturday, December 10, 2016,9, 2017, at 9:12:00 a.m.p.m., local time, and at any and all adjournments thereof, as indicated.
 
  
FOR
VOTEWITHHELD
1. 
The election as director of the nominees listed below
(except as marked to the contrary below)
 
John C. Lawrence
Gary D. Babbitt
HarmutHartmut W. Baitis
Russell C. Lawrence
Whitney H. Ferer
Jeffrey D. Wright
Craig W. Thomas
 
Note: shareholders have the discretionary authority to cumulate votes unless a different distribution of votes is indicated by marking after the nominee’s name.
[   ][   ]
  
FOR
ABSTAIN
AGAINST
2. 
The ratification of the selection of DeCoria, Maichel & Teague, P.S. as the independent auditor for the year ending December 31, 2016.
2017.		[   ][   ][   ]
This proxy, when properly executed, will be voted in the manner directed by the undersigned stockholder. If no specification is made, this proxy will be voted FOR the election of the sixseven named nominees as directors and FOR Proposal 2, and at the discretion of the proxy on any other matter that may properly come before the meeting
 
If any other business is presented at the annual meeting, the proxies will vote your shares in accordance with the directors’ recommendations.  At the present time, the Board of Directors knows of no other business to be presented at the annual meeting.  This proxy card also confers discretionary authority on the Board of Directors to vote with respect to the election of any person as director where the nominees are unable to serve or for good cause will not serve and on matters incident to the conduct of the annual meeting.
 

 
 
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
 
Should the undersigned be present and elect to vote at the annual meeting or at any adjournment thereof and after notification to the Secretary of USAC at the annual meeting of the shareholder’s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect.
 
The undersigned acknowledges receipt from USAC prior to the execution of this proxy of the Notice of Annual Meeting of Shareholders and the Proxy Statement dated October 20, 2016.10, 2017.
 
 
Dated:                       , 20162017
 
   
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
 
 
 
 
   
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
 
 
Please sign exactly as your name appears on the enclosed card.  When signing as attorney, executor, administrator, trustee or guardian, please give your full title.  If shares are held jointly, each holder should sign.
 
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
OR FAX TO 406-827-3543.