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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[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 25, 201222, 2015



Dear Shareholder:

You are cordially invited to attend the 20122015 annual meeting of shareholders of United States Antimony Corporation.  The meeting will be held at the Ramada Inn at the airport,Spokane International Airport, 8909 Airport Drive, Spokane, Washington, on Saturday, December 15, 2012,12, 2015, at 11:9:00 a.m., local time.

The Notice of Annual Meeting of Shareholders and Proxy Statement describe the formal business to be transacted at the meeting.  We have also enclosed for your information and review the Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

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 offrom shareholders.

It is important that your shares are represented, at this meeting, 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 20122015 ANNUAL MEETING OF SHAREHOLDERS
___________________________



To the Shareholders of United States Antimony Corporation:

The 20122015 Annual Meeting of Shareholders of United States Antimony Corporation (USAC or the Company) will be held at the Ramada Inn at the airport,Spokane International Airport, 8909 Airport Drive, Spokane, Washington, on Saturday, December 15, 201212, 2015 at 11:9:00 a.m., local time, for the following purposes:

1.  To elect each of the six 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, 2012.2015.

3.  To hold an advisory (non-binding) vote on the compensation of our named executive officers as described in the accompanying proxy statement.

4.            To hold an advisory (non-binding) vote on the frequency with whichconduct an advisory vote on the compensation of our named executive officers will be subject to the vote of our shareholdersofficers.

5.4.  To transact any other business that properly comes before the meeting.

Only shareholders of record at the close of business on October 22, 20122015, 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 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 12, 2015. The proxy statement and 2014 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
By Order of the Board of Directors
John C. Lawrence
Chairman and President

Thompson Falls, Montana
October 25, 201222, 2015

 
 
 

PROXY STATEMENT
OF
UNITED STATES ANTIMONY CORPORATION

47 Cox Gulch, P.O. Box 643
Thompson Falls, Montana 59873
 (406) 827-3523

___________________________

20122015 ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 15, 201212, 2015
___________________________


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 20122015 annual meeting of shareholders.  We are first mailing this Proxy Statement and the form of proxy to our shareholders on or about October 25, 2012.


___________________________
22, 2015.
 
INFORMATION ABOUT THE 20122015 ANNUAL MEETING
___________________________


Time and Place of the Annual Meeting
 
Our annual meeting will be held as follows:

Date:           Saturday,, December 15, 201212, 2015

Time:           11:9:00 a.m., local time

Place:           Ramada Inn at the airport,Spokane International Airport, 8909 Airport Drive, Spokane, Washington

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 six directors each to each serve for a one-year term.

 Proposal 2.To ratify the selection of DeCoria, Maichel & Teague P.S. as our independent auditor for 2012.2015.

 Proposal 3.To hold an advisory (non-binding) vote on the compensation of our named executive officers as described in the accompanying proxy statement.

Proposal 4.To hold an advisory (non-binding) vote on the frequency with whichconduct an advisory vote on the compensation of our named executive officers will be subject to the vote of our shareholdersofficers.

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.

We have enclosed for your review our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which was filed with the Securities and Exchange Commission on March 14, 2012.

1
Who is Entitled to Vote?

We have fixed the close of business on October 22, 20122015 as the record dateRecord Date for shareholders entitled to notice of and to vote at our annual meeting.  Only holders of record of USAC’s Common Stockcommon stock and Preferred Stockpreferred 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 Stockcommon stock and each share of Preferred Stockpreferred stock you own.  On October 22, 2012,the Record Date, the following shares were outstanding and entitled to vote at the annual meeting: (1) 61,692,93366,222,389 shares of Common Stock,common stock, (2) 177,904 shares of  Series C Preferred Stock,preferred stock, and (3) 1,751, 0051,751,005 shares of Series D Preferred Stock.preferred stock. The Company’s Series B Preferred Stockpreferred stock does not have voting rights.

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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 White;
●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; or
●Attending the annual meeting and voting in person.
Proxies are solicited to provide all shareholders of record on the voting record dateRecord 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 Stockcommon stock and/or Preferred Stockpreferred stock are held in your name.  If you are a beneficial owner of USAC Common Stockcommon stock or Preferred Stockpreferred 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 Stockcommon stock and Preferred Stockpreferred 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 Stockcommon stock and Preferred Stockpreferred 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 six director nominees, "FOR" the amendment to our Articles of Incorporation eliminating cumulative voting in the election of directors, and "FOR" ratification of the selection of DeCoria, Maichel & Teague P.S. as our independent auditor for 2012, "FOR" approval of the compensation of the Company’s named executive officers described in this Proxy Statement, and "FOR" a shareholder advisory (non-binding) vote on executive compensation every three years.2015.  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 Stockcommon stock or Preferred Stockpreferred 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.

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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 Stockcommon stock and Preferred Stockpreferred stock entitled to vote at the annual meeting as of the record 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.
2

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 Articles of Incorporation,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 sixfive 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 6 (number of directors to be elected) = total votes. Shareholders may allocate their votes among the six nominees described below. Votes may be cast for or withheld from each nominee.

Our Board of Directors unanimously recommends that you vote "FOR" the election of each of our director nominees.

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, 20122015 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.

Our BoardVote Required to Approve Proposal 3:  Advisory Resolution Approving Named Executive Officer Compensation

Approval of Directors unanimously recommends that youan advisory resolution approving named executive officer compensation requires the affirmative vote “FOR” the ratificationof a majority of the selection ofoutstanding shares entitled to vote present in person or by proxy at the independent auditor for 2012.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.
     
   •           notifying the Secretary of USAC in writing before the annual meeting that you have revoked your proxy; or
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   •           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.



3
___________________________
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
___________________________
The following table sets forth information regarding beneficial ownershipHow can I obtain a copy of our Common Stock and Preferred Stock as of October 22, 2012, by (i) each person who is known by us to beneficially own more than 5% of our Common Stock and/or Series C and D Preferred 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, 1250 Prospect Creek Road, Thompson Falls, Montana 59873.the 2014 Annual Report on Form 10-K?

  Title of Class 
Name and Address of
Beneficial Owner(1)
 
Amount and Nature of
Beneficial Ownership
 
Percent of
Class(1)
       
Common Reed Family Limited Partnership 3,918,335 6.35%
  328 Adams Street    
  Milton, MA 02186    
       
Common The Dugan Family 
6,362,927(3)
 10.31%
  c/o A. W. Dugan    
  1415 Louisiana Street, Suite 3100    
  Houston, TX 77002    
       
Series C Preferred Richard A. Woods 
48,305(4)
 27.15%
  59 Penn Circle West    
  Penn Plaza Apts.    
  Pittsburgh, PA 15206    
       
Series C Preferred Dr. Warren A. Evans 
48,305(4)
 27.15%
  Brooklyn, CT 06234    
Series C Preferred Edward Robinson 
32,203(4)
 18.10%
  
1007 Spruce Street 1st Floor
    
  Philadelphia, PA 19107    
       
Common John C. Lawrence 
4,103,653(2)
 6.65%
Common Pat Dugan 
156,000(5)
 Nil
Common Russ Lawrence 156,000 Nil
Common Leo Jackson 
292,000(6)
 Nil
Common Gary Babbitt 139,333 Nil
Common Daniel Parks 35,400 Nil
       
       
Series D Preferred John C. Lawrence 
1,590,672(4)
 90.84%
Series D Preferred Leo Jackson 102,000 5.83%
       
Series D Preferred All directors and executive officers as a group (3 persons)   100%
The Company’s 2014 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.

(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 the applicable securities. Shares of Common Stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of October 22, 2012, 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 61,692,933 shares of Common Stock, 177,904 shares of Series C Preferred Stock, and 1,751,005 shares of Series D Preferred Stock outstanding on October 22, 2012.
(2)Includes 3,801,653 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 Al W. Dugan and shares owned by companies owned and controlled by Al W. Dugan.  Excludes 183,333 shares owned by Lydia Dugan as to which Mr. Dugan disclaims beneficial ownership.
(4)The outstanding Series A, Series C and Series D preferred shares carry voting rights.
(5)On February 9, 2012, the Company accepted the resignation of Mr. Dugan from the Board of Directors.
(6)On May 15, 2012, the Company accepted the resignation of Mr. Jackson from the Board of Directors.
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 2014 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.

4
___________________________
PROPOSAL 1 – ELECTION OF DIRECTORS
___________________________


What is the current compensation of the Board?

Our Board of Directors currently consists of six 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 table below sets forth information regarding each directorBoard of USAC and eachDirectors has nominated the following six current Board Members for election at the 2015 annual meeting, to hold office until the 2016 annual meeting:
●John C. Lawrence
●Gary D. Babbitt
 ●Hartmut W. Baitis
 ●Russell C. Lawrence
 ●Whitney H. Ferer
 ●Jeffrey D. Wright
What if a nominee for director.  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.
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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.

Board Recommendation

The Board recommends a vote FOR each of the six 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, 2014.

NameAge 
Affiliation
Expiration of Term
    
John C. Lawrence 7476Chairman, President,2013 Annual2016 annual meeting
  and Treasurer; Director 
    
Gary D. Babbitt 6669Director2013 Annual2016 annual meeting
    
Hartmut W. Baitis 6365Director2013 Annual2016 annual meeting
    
Russell C. Lawrence
46Director2016 annual meeting
Whitney H. Ferer
 44
54
Director
Director
2013 Annual56
Director2016 annual meeting
2013 Annual
Jeffrey D. Wright46Director2016 annual meeting

Bernard J. Guarnera
69
Director
2013 Annual meeting
Set forth below is the present principal occupation and other business experience during the last five years of each nomineeof the six 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 PhdPhD 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 over thirtymore 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.

5
Hartmut W. Baitis. Mr. Baitis, who joined the Board in 2011, has overmore 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.

-5-
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 was nominated tojoined the Board in February 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.

Bernard J. GuarneraJeffrey D. Wright. Mr. Guarnera, whoWright was nominatedappointed to the Board in May 2012, has more than 40 years of experience in the global mining industry.Directors effective July 1, 2015. Most recently, he served as Chairman and CEOwas 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 Behre Dolbearinvestment banking positions with Robertson Stephens, Montgomery & Company an internationally recognized mining consulting firm which was foundedand Shoreline Pacific, all based in 1991. He previouslySan Francisco, California. For five years, he served with Texaco’s Minerals Group, Damyes & Moore and Boise Cascade, firms where he worked in the coalU.S. Navy on the USS Carl Vinson, a $5 billion aircraft carrier, and uranium, preciousthe USS John Young, a $500 million destroyer. Mr. Wright has a B.A. from North Carolina State University and base metals and industrial minerals sectors. Mr. Guarnera has degreesan MBA from the Michigan CollegeUniversity of Mining & Technology (B.Sc. Geological Engineering (mining emphasis) and M.Sc. Economic Geology).Southern California, Marshall School of Business.

Recommendation of the Board of DirectorsFamily Relationships

The Board of Directors recommends a vote “FOR” the election of John C. Lawrence Gary D. Babbitt, Harmut W. Baitis,is the father of Russell C. Lawrence, Whitney H. Ferer and Bernard J. Guarnera.Lawrence.

Other Directorships

___________________________No directors of the Company are also directors of issuers 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 are required to file periodic reports under the Exchange Act.

Legal Proceedings
 
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORSThe 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 six directors.
-6-
Director Independence

We have six directors as of the Record Date, including four independent directors as follows:
 ●Gary D. Babbitt
 ●Whitney H. Ferer
 ●Hartmut W. Baitis
 ●Jeffrey D. Wright
An “independent” director is a director whom the Board of Directors has determined satisfies the requirements for independence under Section 803A of the NYSE MKT Company Guide.

Meetings of the Board and Board Member Attendance at Annual Meeting
During the year ended December 31, 2011,2014, the Board of Directors held four (4) meetings.  Each incumbent director, other than Jeff Wright who was appointed to the Board in July 2015, attended all of the meetings of the Board in 2014 and committees on which such person served during this period.

Board members are not required to attend the annual meeting.

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 Corporate Secretary, Alicia Hill, at United States Antimony Corporation, P.O. Box 643, Thompson Falls, Montana 59873. Our Secretary will forward communications directly to the appropriate Board member. If the correspondence is not addressed to the particular member, the communication will be forwarded to a Board member to bring to the attention of the Board. Our Secretary will review all communications before forwarding them to the appropriate Board member.

Committees and Committee Charters

The Board of Directors has a standing 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.

The AuditExecutive Committee consists of three members, Gary D. Babbitt (Chairman), Hartmut W. Baitis and Whitney H. Ferer. Mr. Ferer meets the definition of “audit committee financial expert,” as defined by the SEC.

The Executive Committee consists of two members, John C. Lawrence and Gary D. Babbitt. During 2014, the Executive Committee met two (2) times.

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. Our Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. Our Audit Committee is composed of three (3) directors each of whom, in the opinion of the Board, are independent (in accordance with Rule 10A-3 of the Exchange Act and the requirements of Section 803A of the NYSE MKT Company Guide) and financially literate (pursuant to the requirements of Section 803B of the NYSE MKT Company Guide): Gary D. Babbitt (Chairman), Hartmut W. Baitis, Whitney H. Ferer and Jeffrey D. Wright. Mr. Babbitt;Baitis 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 MKT Company Guide.
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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, 2014, the Audit Committee met seven (7) 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 three (3) members, each of whom is “independent” as determined under Rule 10A-3 of the Exchange Act and the rules of the NYSE MKT. 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 2014 financial statements, the Committee reviewed the 2014 audited financial statements, which appear in the 2014 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, 2014. 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 2015.
USubmitted by the Audit Committee Members
 ●Gary D. Babbit (Chairman)
 ●Harmut W. Baitis
 ●Whitney H. Ferer
Compensation Committee
We have a Compensation Committee composed of three (3) directors, all of whom, in the opinion of our Board of Directors, are independent (under Section 803A of the NYSE MKT Company Guide): Gary D. Babbitt (Chairman), Hartmut W. Baitis, Whitney H. Ferer and Jeffrey D. Wright.
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We have a Compensation Committee charter that complies with the requirements of the NYSE MKT. 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 propose 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 or the Compensation Committee consistshas engaged the services of an external compensation consultant.
During the fiscal year ended December 31, 2014, 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 members, Mr.(3) directors, all of whom, in the opinion of our Board of Directors, are independent (under Section 803A of the NYSE MKT Company Guide): Gary D. Babbitt (Chair) and Messrs.(Chairman), Hartmut W. Baitis and Ferer;Whitney H. Ferer. We have a Corporate Governance and Nominating Committee charter that complies with the requirements of the NYSE MKT.
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 ave 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 consiststakes into account various factors and perspectives, including differences of three members, Mr. Babbitt (Chair)viewpoint, professional experience, education, skills and Messrs. Baitisother individual qualities and Ferer.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.

CodeThe 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 the detailed background of Ethicsthe 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.

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All of the 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, 2014, 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 four independent directors out of the six 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 Directors has adopted an OfficerDirector’s Role in Risk Management Oversight
The understanding, identification and Director Codemanagement of Ethics.risk are essential elements for the successful management of the Company. Risk oversight begins with the Board and the Audit Committee. The Code is applicable toAudit Committee consists of Mr. Babbitt (Chairman), and Messrs. Baitus, Ferer and Wright, 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 directorsfinancial reporting process and officers, includingsystems of internal control regarding finance and accounting, as well as its financial statements.
At the principal executive officermanagement level, an internal audit provides reliable and senior financial officers,timely information to the Board and requires individualsmanagement regarding our effectiveness in identifying and appropriately controlling risks. Annually, management presents to maintain the highest standardsAudit Committee a report summarizing the review of professional conduct.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.

 
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___________________________
DIRECTORS’ COMPENSATION
___________________________
 
During 2012, the Company paid directors’ fees in the form of 26,000 shares of our Common Stock. In January of 2012, we issued the directorsFollowing is a totalsummary of 149,500 shares of Common Stock, of which 95,835 shares were for services during 2011. The remaining shares will be part of the directors’ compensation for 2012.

The following table summarizes fees, cash payments, stock awards, and other reimbursements to directorsDirectors during the year ended December 31, 2011:

Name and Principal Position 
Fees Earned or
paid in Cash
  Salary  
Stock
Awards
  
Reimbursed
Expenses
  Total Fees, Salary, Awards, and Other Compensation 
John C. Lawrence, President    $126,000        $126,000 
John C. Lawrence,Chairman        $40,001  $47,232  $87,233 
Gary D. Babbitt, Director(1) $36,000      $40,001  $1,083  $77,084 
Leo Jackson,  Director(2) $60,000      $40,001  $24,858  $124,859 
Russell C. Lawrence, Director     $85,000  $40,001  $22,326  $147,327 
Hartmut W, Baitis,  Director         $29,999      $29,999 
Patrick Dugan,  Director(3)         $40,001      $40,001 
   Totals $96,000  $211,000  $230,004  $95,499  $632,503 
2014:
 
(1)Mr. Babbitt currently serves as Chairman of the following Board committees: Audit, Compensation and Corporate Governance/Nomination. He also serves on the Corporate Executive Committee and is a board member of USAMSA, the Company’s wholly-owned Mexican subsidiary. In 2011, Mr. Babbitt performed Board duties relating to projects in Mexico and formation of the standing Board committees required by the Sarbanes Oxley Act and the New York Stock Exchange (NYSE). He also acts as a liaison with U.S. and Mexican counsel on certain matters.
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
Bernard Guarnera, Director    $25,000 $25,000
Gary D. Babbitt, Director $36,000  $25,000 $61,000
Russell Lawrence, Director     $25,000 $25,000
Hartmut Baitis, Director     $25,000 $25,000
Whitney Ferer, Director     $25,000 $25,000

(2)In 2011, Mr. Jackson, as a member of the Audit Committee, performed Audit Committee services in coordinating accounting and tax issues with the Company’s certified public accountants in Saltillo, Mexico and Queretaro, Mexico. He also was an independent contractor for the Company on certain licensing and permitting issues in Mexico, as well as governmental relations at both the federal and state level. His fees for services in 2011 totaled $60,000. He also served on the Board Compensation and Corporate Governance/Nomination Committee. Mr. Jackson resigned from the Board for health reasons on May 15, 2012, but continues as an independent contractor on Company matters in Mexico, as he is fluent in Spanish having worked in Mexico for many decades.

(3)Mr. Dugan resigned as a director of the Company on February 9, 2012.

For 2012, the fees for serving as a chair of a Board committee are as follows: (i) Audit Committee, $16,000; (ii) Compensation Committee, $14,000; and (iii) Corporate Governance & Nominating Committee, $6,000. In addition, for 2012, directors will receive a fee of $25,000 for serving on the Board, or an equivalent value of USAC restricted Common Stock, which amount may be adjusted based on market conditions.
7
___________________________
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, 2014, 2013 and 2012 paid by the Company to its executive officers.
Name and Principal Position Year  Salary  Bonus  Stock Awards (1)  Total 
John C. Lawrence, President and Chief Executive Officer  2014  $141,000   N/A  $25,000  $171,538 
   2013   126,000       25,000   156,538 
   2012   126,000       25,000   156,538 
John C. Gustaven, Executive Vice President  2014  $100,000   N/A      $100,000 
   2013   100,000           100,000 
   2012   100,000           100,000 
Russell Lawrence, Vice President for Latin America  2014  $105,000   N/A  $25,000  $130,000 
   2013   100,000       25,000   125,000 
   2012   100,000       25,000   125,000 

(1)These figures represent the fair values, as of the date of issuance, of the annual director's fee payable to Mr. 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 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 managements’ 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, 2014, The Chief Executive Officer (CEO) received an increase in base compensation of $15,000 annually. The Board of Directors determined that the CEO’s compensation for the prior years was substantially less than that of Chief Executive Officers for similar companies, and that a raise was appropriate to compensate the CEO for management of a Company with the complexities of United States Antimony Corporation.
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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, 2014, 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, 2014.
     
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
  Exercisable  Unexercisable        
    #    #        
                
John C. Lawrence  250,000   0   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 that follow.set forth above.

The CompanyUnited States Antimony Corporation (USAC or the Company) is engaged in mining and processing zeolite, antimony and precious metals. We have an operatingown and operate a zeolite mine and plant near Preston, Idaho and an operatingown and operate the Los Juarez antimony mine in the state of Queretaro, Mexico,Mexico. We also operate a mill in Guanajuato, Mexico and antimony smelters in Coahuila, Mexico and Thompson Falls, Montana. The Company headquarters are in Thompson Falls, Montana.

The Company also operates antimony mines at Soyatal and Wadley and has had to compete for management personnel in a world market. Unlike a precious-metal mining company, USAC faces a distinctly different metallurgicalsupply agreements with mines at Guadalapana and processing regimen in producing antimony metal and related antimony products.  Consequently, the pool of experienced management talent for antimony mining, milling, metallurgy and smelting is relatively limited. The Company, under the leadership of John C. Lawrence, the Company’s Chief Executive Officer, or CEO, embarked on an intensive and successful training and recruiting program for staffing the Company’s operations in Thompson Falls, Montana and the Mexican antimony mine, mill and smelter. As a result the Company has in place a capable and knowledgeable management team in charge of the Company’s operations.

Completing the construction of the mine, mill and smelter in Mexico has been the primary focus of management and the Board of Directors. The Company understands that compensation of management and its directors lags behind the Company’s peers. At that same time, the Company believes that completing and developing the Mexican project will create shareholder value and will increase the long term viability of the Company in the global marketplace.

 As antimony is an important industrial metal traded globally, the Company realizes that it is not immune from world economic changes which affect the price of antimony.  Historically, antimony prices have fluctuated widely. During the construction of the Mexican project, however, the Company has enjoyed relatively stable and generally increasing antimony prices.Guadalupe.

In analyzing executive compensation the Compensation Committeecommittee recognized the hardship and risk which the CEO, John Lawrence, and the Executive Vice Presidents, John Gustaven and Russell Lawrence, faced and continue to endure in constructingworking in Mexico. Employment at the senior management level has been static in 2013 through 2015, both in the Company and operating the mine, mill, and smelter in Mexico.all of its subsidiaries.

Oversight of the Executive Compensation Program

Role of the Compensation CommitteeCommittee.

The Compensation Committee or the Committee,(Committee) directs the design of and oversees the administration of the Company’s compensation programs. The Committee recommends the compensation level for the CEO,Chief Executive Officer (CEO) and it recommends the compensation levels of the Company’s other executive officers.Company executives. The independent directorsDirectors of the Board then consider the recommendations and vote on them. The Compensation Committee also makes recommendations to the Board concerning salary guidelines and reviews  compensation matters  concerning all other executive officersofficer and director compensation , including salaries, bonuses, stock-based awardsaward, and grants, and the terms and conditions of employment contracts. The Compensation Committee also oversees and consults with management on succession plans.

 
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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 Company’s executives based on his knowledge of theirthe work requirements and their respective effortseffort and successes.success.  The CEO does not make any recommendation concerning his own salary or compensation.  The Compensation Committee, as noted, makes its own recommendation to the Board concerning the CEO’s salary or other compensation. The Compensation Committee also reviews the adequacy and appropriateness of and director compensation on an annual basis. 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 D. Wright and Gary D. Babbitt, (Chairman), Hartmut W. Baitis and Whitney H. Ferer. This is the first report of the Compensation Committee since its establishment in 2012.Chairman. The Compensation Committee did not engage a compensation consultant in either the preparation or review of this report due to budgetary restraints.report. The Board of Directors fixed director awards based on the Committee’s market analysis.

Role of Executive Officers

The CEOChief Executive Officer makes recommendations to the Committee concerning theexecutive officers total compensation of the Company’s other executive officers. compensation.

The CEOChief Executive Officer and executive officers make recommendations to the Committee concerning long term plans and goals and short term goals for executive officers and for the CEO.

The executive officers may make recommendations concerning any qualified or non-qualifiednon- qualified stock plan which the Company may have. At this time, the Company does not have a qualified or non-qualified stock plan.

The Compensation Committee reviews thesethe executive officer recommendations relating tofor compensation and exercises its discretion in amending, accepting or modifying the same.recommendations for compensation.

Executive Compensation Principles

The following principles assist and guide the Compensation 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 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.

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; and

compensation should be responsive to retaining qualified, high caliber executives and management.

Executive managementManagement currently 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 C. Lawrence, the CEO, and Russell C. Lawrence, the Vice President of Latin American Operations, are Board members and receive compensation in the form of Company common stock  for serving on the Board.

The Compensation Committee will examine possible incentive programs for officer and directors in 2013.

Market Position

While the Company has identified a peer group, plans arethe Committee recommends not to raise or change executive managementthe base salaries modestlyof Executive Management in 20122015 and the salaries have remained static from the 2011 level.  Moreover,2014 level to the present, except for a modest increase of the VP of Marketing’s compensation from $50,000 to $65,000, and the VP of Latin America’s compensation from $105,000 to $120,000.
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The compensation of the members of the Board rescinded the annual grant of restricted stockDirectors is presently limited not to directors as of May 14, 2012 (which had been previously authorized prior to the Company stock price increase in 2011).  Director compensation will be reduced in 2012.exceed $25,000 per year, unless circumstances otherwise permit a different award. The Company does not have percentile projections, incentives, or goals of compensation for any executive officers or for directors. There is no other compensation to executives or directors other than what is disclosed in this report.of the Company. The Board of Directors will wait until the end of 2015 to consider any changes for director compensation for the 2016 calendar year.

9
Market Assessments

The Compensation Committee reviews market compensation levels for the Board of Director and executive officerExecutive compensation. At the present time the continuing development of the Mexican program requires that changes in base salariessalary of the executive officersexecutives and compensation of directors will be carefully determined and on a case by case basis.basis annually.

Peer Group for 2015 Compensation

The Committee identified the following mining companies for the peer or comparison group for compensation analysis comparisons based on their 20112015 market capitalization. These companies are a mix of exploration andmainly operating mining companies:

Name Mkt Cap 
Alexco Resources (AXU) $372.M 
Great Panther Mining (GPL) $292.65M 
General Moly (GMO) $270.82M 
US Antimony (UAMY) $180 M 
Comstock Mining (Lode) $128.045M 
Revett Mining (RVM) $130.6M 
Santa Fe Corp (SFEG) $90.27 
Avino Gold and Silver (ASM) $44.39 

Comparison of Executive Salaries with Peer Group

In comparing salaries, in each case there were outliers that paid significantly higher salaries than the others incompanies, as exploration companies are not considered to be peers for compensation purposes. The following list ranks the peer group and these outliers were eliminated for comparison purposes.

In 2011,companies by the salarysize of CEO John C. Lawrence ranked in the 25th percentile among peer group CEOs.  The salary range of the CEOs in the peer group was between $155,000 and $1,589, 240, and the average CEO salary was $524,369. There were seven peer group companies used for the CEO comparison.their capitalization (e.g.

In 2011, the salary of Dan Parks,, the Company’s Chief Financial Officer, or CFO, rankedcapitalization is $95,000,000) and shows that information with available salary levels. The companies’ market symbol is shown in the 50th percentile among peer group CFOs.  The salary range of the CFOs in the peer group was between $39,000 and $432,175, and the average CFO salary was $206,814. There were five peer group companies used for the CFO comparison.

In 2011, the average salary of Russell Lawrence and John Gustaven, the Company’s Executive Vice Presidents, or EVPs, ranked in the lower 10th percentile among peer group EVPs. The salary range of the EVPs in the peer group was between $100,600 and $517,000, and the average EVP salary was $223,912.  There were six peer group companies used for the EVP comparison.

Expatriate Compensation

The Company pays for lodging, food, and transportation both domestically and internationally as needed and required.parenthesis.
 
  CEO/PRES  COO  EX VP  CFO  TREAS/SEC 
1. Mandalay Resources (MND.TO, 372K)  434,000   417,000  NA   417,000  NA 
2. Polymet Mining (PLM, 306K)  509,000   200,000   241,000   317,000  NA 
3. Klondex Mines (KDX.TO, 407K)  691,000   475,000   353,000   349,000   193,000 
4. Great Panther Silver (GPL, 64K)  444,000   95,000   214,000   288,000  NA 
5. Comstock Mining (LODE, 66.5K)  360,000  NA  NA   155,000  NA 
6. General Moly (GMD, 73K)  431,000   252,000  NA   264,000   214,000 
7. USAC (UAMY, 48K)  141,000  NA   105,000   75,000   50,000 
8. Alexco (AXU, 30K)  357,000   290,000   170,000  NA  NA 
9. Avino Gold & Silver (ASM, 43K)  352,000   162,000  NA   81,000  NA 
10. Golden Minerals (AUMD, 20K)  495,000   270,000  NA  NA   160,000 
11. Revett Mining (RVM, 18K)  308,000  NA   160,000   140,000   88,000 

The salary numbers are from public documents available in June, 2015.

10
Personal Benefits for Executives

The Company does not have any of the following benefits, plans or programs:have:
 ● •Change in control agreementsagreements;
  •
 ●Supplemental compensation policiespolicies;
  •
 ●Employment contractscontracts;
  •
 ●Separation or Severance AgreementsAgreements; or
 ●Other types of compensation agreements.
 
The Company does not have an extensive executive compensation program. The Company, administratively, has a measured compensation approach consistent with its growth. The Company has knowledgeable and capable executives who are experts in antimony mining, processing and marketing.
Comparison of DirectorExecutive Compensation with Peer Group

In 2011, the USAC director fees ranked in the 25th percentile among peer group boards of directors.  The range of director fees in the peer group was between $25,600 and $410,000, and the average director fee compensation was $104,458. There were eight peer group companies used for the director fee comparison.

The 2011 BDO 600 Survey of Board Director Pay, or the BDO Survey, studied the pay of 600 NYSE companies. The BDO Study was a mid-market survey, and included non-financial companies with revenues of between $25 million and $1 billion. The BDO Survey found that (i) stock awards were favored over stock options; and (ii) the average stock option grant for all companies was around $20,000. The average stock grant was $25,000 for the smaller companies (i.e., $25M to $32M, which is within the capitalization range of the peer group of this Report). The smaller companies had an annual total director average compensation from all sources totaling $90,575.

Compensation Committee Recommendation

The Compensation Committee recommends the following:

  •That executive pay for 2012 for John Lawrence, CEO, and John Gustaven and Russell Lawrence, Executive VPs, be increased by $15,000, $15,000 and $20,000 respectively;

  •That annual chairmanship fees in 2012 for the Audit, Compensation and Corporate Governance & Nominating Committees be $16,000, $14,000 and $6,000 respectively; and

  •That directors fees for 2012 shall be $25,000, or an equivalent amount in USAC restricted Common Stock, or as may be adjusted according to market conditions.

Fiscal Year 2012 Compensation Plan2015

The Compensation Committee has adopted thefollowing compensation programtable is for the Company’s named executive officersfiscal years ending December 31, 2013, 2014 and 2015, for the 2012 fiscal year. The program is comprised of (i) increased base salaries, (ii) restricted stock awards of shares of the company’s common stock. The following compensation for the Company’s executive officers was approved by the Compensation Committee for fiscal year 2012:
  
Base Salary
($)
 
 
 
Incentive Bonus
($)
 
 
Option Awards
($)
 
Stock Award
($ value)(1)
John C. Lawrence  126,000  ��--   --   25,500 
Russell C. Lawrence  105,000   --   --   25,000 
John Gustavsen  100,000   --   --   -- 
Dan Parks  75,000   --   --   -- 

(1)The amount shown represents the dollar amount of the stock award recognized for financial reporting purposes.
CEO, Vice Presidents, CFO, and Secretary-Treasurer/Controller:
 
 
11-14-
 
Name and Principal PositionYearSalary (2)Bonus
Stock Awards       
(1) (3)
All Other CompensationTotal
John C. Lawrence,
President and Chief
Executive Officer
2015
2014
2013
$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
2015
 2014
 2013
$100,000
 $100,000
 $100,000
N/A
$100,000
 $100,000
 $100,000
Russell Lawrence,
Vice President for Latin America
2015
 2014
 2013
$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
2015
 2014
 2013
$65,000
 $50,000
 $50,000
N/A
$65,000
 $50,000
 $50,000
Dan Parks,
Chief Financial Officer
2015
 2014
 2013
$90,000
 $90,000
 $75,000
N/A
$90,000
 $90,000
 $75,000
Alicia Hill,
Secretary-Treasurer
and Controller
2015
 2014
 2013
$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 not to exceed more than $25,000 per director in value unless circumstances otherwise permitted a different amount. All stock awards for John Lawrence and Russell Lawrence for 2013 through 2015 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 is no decision on the award of director shares for 2105.
Review of Executive Salaries with Peer Group for 2015 Salaries

The compensation of Company executives ranked 11th out of the 11 member peer group for executive compensation. The Company, however, ranked 7th out of the 11 member peer group in terms of capitalization. With only one exception (Klondex Mines’ capitalization increased from 228K to 407K), the capitalization of the remaining companies in the peer group all decreased year over year, with an average capitalization decline of 34% in 2015 demonstrating a difficult year in the micro mining sector.

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 for the information concerning the compensation of the Company Directors for the fiscal year ended December 31, 2015. 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.

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Director Compensation for 2015(2)
 
  Fees Earned or Paid  Stock Awards  All other Compensation  Total ($) 
Gary Babbitt (1) $36,000  $25,000   0  $61,000 
                 
Hart Baitis  0  $25.000   0  $25,000 
                 
Whitney Ferer  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 and Whitney Ferer are members of the Audit, Compensation, and Governance & Nomination Committees.
2.
The stock awarded to directors in 2013 was in an amount equivalent to $25,000. The 2015 stock has not been awarded at this time to any of the directors. The above chart is a projected stock award for 2015. The stock awarded to directors in 2014 was issued in the first quarter of 2015. The director stock awards are and have been static.
The directors will receive $25,000 or equivalent value in USAC Rule 144 common stock for 2015 and succeedign years until changed by the Board of Directors and circumstances permit a different award.

The National Association of Corporate Directors published its 2011-2013 Director Compensation Report.  For micro capitalized companies the average corporate director compensation increased from $96,000 in 2011 to $97,308 in 2012.  The USAC directors’ compensation is significantly less than the average for micro companies by over $72,000 under this study.

Committee Recommendations for 2016 Compensation of Officers and Independent Directors

The Committee recommends that the Executive Pay for 2016 for John Lawrence, CEO, John Gustaven, VP, Russell Lawrence, Latin America VP, Matt Keane, VP Marketing, Dan Parks, CFO, and Alicia Hill COO/Secretary remain the same as 2015 as noted above unless economic circumstances require or permit a change. The Committee also recommends that the 2016 director and chairmanship fees and compensation be accepted as set forth above in this report.
Compensation Committee Report
 
The Compensation Committee of the Board of Directors has reviewed and discussed the foregoing compensation discussion and analysis with management.analysis. Based upon our independent review and discussions with management, the Compensation Committee has recommended to the Board of Directors that the compensation discussion and analysis be included in this 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

Summary Compensation Table

OTHER GOVERNANCE MATTERS
The following table presents information regarding compensation for the Company’s named executive officers for fiscal years ending December 31, 2011, 2010,
Code of Business and 2009.Ethical Conduct
 
     Annual Compensation  Long-Term Compensation 
              Awards  Payouts 
Name and Principal Position Year  Salary  Bonus  
Other Annual Compensation (1)
  Restricted Options/Awards(2)  Securities underlying LTIP SARS  All Other Payouts  All Other Compensation 
                               
John C. Lawrence,
President & CEO
 2011  $126,000   N/A  $5,538      None  $86,058   None 
                               
  2010  $102,500   N/A  $5,538  $13,520   None   $129,177   None 
                                
  2009  $100,000   N/A  $5,538  $6,500   None   $102,049   None 
                               
Dan Parks, Chief
Financial Officer
 2011  $ 75,000   N/A  $—      None  $75,000   None 
                               
  2010  $75,000   N/A  $—  $—   None   $75,000   None 
                                
  
2009(3)
   —   N/A  $—  $—   None   $—   None 
_____________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:
 
(1)Represents earned but unused vacation.
(2)These figures represent the fair values, as of the date of issuance, of the annual director’s fee payable to Mr. Lawrence in the form of shares of USAC’s Common Stock.
(3)Mr. Parks was hired by the Company as Chief Financial Officer in October 2010.



 
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___________________________
 
 ●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.
PROPOSAL 2 – RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR
___________________________

The BoardOur Code of DirectorsBusiness and Ethical Conduct is available on our web site at www.usantimony.com. A copy of the Audit Committee have selected DeCoria, Maichel & Teague P.S. asCode of Business and Ethical Conduct will be provided to any person without charge upon written request to us at our independent auditor forexecutive 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 year ending December 31, 2012requirements of our Code of Business 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 timeEthical Conduct 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, 2011.

Recommendation2014, or during the subsequent period from January 1, 2015 through the date 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 2012this proxy statement..

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, 2011 and 2010.

  2011  2010 
Audit Fees (1)                                                                            $102,728  $73,976 
Tax Fees $7,408  $5,236 
Other Fees                                                                             —   — 
Totals                                                                            $110,136  $79,212 
         
 
(1)  Audit Fees represent fees for professional services performed in connection with the audit of the Company’s financial statements, including reviews of interim financial statements included in Form 10-Q and registration statements.
Compensation Interlocks and Insider Participation
 
The Audit Committee of the Board of Directors determined that all of the services performed by DeCoria, Maichel & Teague P.S. in fiscal year 2011 were not incompatible with DeCoria, Maichel & Teague P.S. maintaining its independence.

There were no other fees billed by DeCoria, Maichel & Teague P.S. in fiscal year 2011 for assurance and related services that were reasonably related tocompensation committee or board interlocks among the performancemembers of our Board.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the auditSecurities 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 Company’s financial statementscopies of Forms 3, 4 and 5 furnished to us, Mr. John Lawrence, Mr. Babbitt, Mr. Baitus, Mr. Ferer and Mr. Russell Lawrence did not reported under “Audit Fees” above.file timely Forms 3, 4 or Form 5 reports during 2014, 2013 or 2012.
 
___________________________
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
___________________________


Described below are transactions during the last fiscal yearthree 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, executivesexecutive 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, 2014.

On December 30, 2014, the Company declared but did not issue 186,525 shares of unregistered common stock to be paid to its directors for services during 2014, having a fair value of $125,000, based on the current stock price at the date declared. These shares will be issued in 2015.

During 2011,the nine months ended September 30, 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.

During 2013, the Company awarded, but did not issue, common stock with a value at December 31, 2013 of $150,000 to its Board of Directors as compensation for their services as directors. In connection with the issuances, the Company recorded $150,000 in director compensation expense. At a closing price of $1.80 per share on June 28, 2014, the directors were issued 83,334 shares in 2014.
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During the year ended 2012, we issued 100,000 shares to Herbert Denton for services provided related to the private issuance of stock in January and June of 2012. The value of the shares issued to Mr. Denton was treated as a cost of issuance and did not affect net income. In January of 2012, we also issued 165,827 shares to Directors for services, which was recognized as stock based compensation of $221,228 and $230,004, during the years ended December 31, 2014.

We reimbursed John C. Lawrence, a director and CEO,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, in the amountaircraft. Reimbursements for 2014, 2013 and 2012, totaled $30,651, $65,502, and $74,490, respectively.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of $47,232.our common stock as of March 16, 2015, 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.

During 2011, the Company awarded 95,835 shares of its Common Stock to its Board of Directors as compensation for their services as directors. In connection with the issuances, the Company recorded $203,004 in aggregate director compensation expense. The shares were issued in January 2012.

Title of Class 
Name and Address of
Beneficial Owners (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%  5.91%
Common Stock 
Reed Family Limited Partnership
328 Adams Street Milton, MA
02186
  4,018,335 6.09%  5.92%
Common Stock 
The Dugan Family
c/o A.W.Dugan
1415 Louisana Street, Suite 3100
Houston, TX 77002
  6,362,927(3)9.64%  9.38%
Series B Preferred 
Excel Mineral Company
P.O. Box 3800
Santa Barbara, CA 93130
  750,000(5)100.00%  N/A 
Series C Preferred 
Richard A. Woods
59 Penn Circle West
Penn Plaza Apts.
Pittsburgh, PA 15206
  48,305(4)27.10%  * 
Series C Preferred 
Dr. Warren A. Evans
69 Ponfret Landing Road
Brooklyn, CT 06234
  32,203(4)18.10%  * 
Series C Preferred 
Edward Robinson
1007 Spruce Street, 1st floor
Philadelphia, PA 19107
  32,203(4)18.10%  * 
Series C Preferred All Series C Preferred Shareholders as a Group  177,904(4)100.00%  * 
Common Stock 
John C. Lawrence
Russell Lawrence
Hart Baitis
Gary Babbitt
Whitney Ferer
Mathew Keane
Daniel Parks
  
4,142,235
179,582
34,415
148,056
71,915
10,300
40,000
(2)
89.53
3.88%
*
3.20%
1.60%
*
*
%  
6.11
*
*
*
*
*
*
%
Mr. Jackson, a director of the Company, performed services in coordinating accounting and tax issues with the Company’s CPAs in Saltillo, Mexico and Queretaro, Mexico. He also served as an independent contractor for the Company on certain licensing and permitting issues in Mexico, and governmental relations at both the federal and state level. During the year ended December 31, 2011, the Company paid fees and expenses to Mr. Jackson in the amount of $60,000 in connection with such services.

Mr. Babbitt, a director of the Company, works on various business relationships of the Company. During the year ended December 31, 2011, the Company paid fees and expenses to Mr. Babbitt in the amount of $36,000 in connection with the Mexican projects, the Mexican subsidiaries and other Company contracts and for the formation of the Audit Committee.
 
13-18-
 
___________________________
Common Stock All Directors and Executive Officers as a Group  4,626,503 100.00%  6.82%
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 Preferred All 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
  
4,626,503
-
1,751,005(4)
(2)
72.55%
-
27.45%
   
6.82%
-
2.70%
 
Common and Preferred Voting Stock 
All Directors and Executive
Officers as a Group
  6,377,508 100.00%  9.40%
 
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
(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 16, 2015, 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 66,027,453 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 16, 2015. Total voting stock of 67,956,632 shares is a total of all the common stock issued, and all of the Series C and Series D Preferred Stock.
(2)Includes 3,892,235 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, 2015 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, 2014.

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Section 16(a)Recommendation of the Exchange ActBoard of 1934 requiresDirectors

The Board of Directors unanimously recommends that you vote “FOR” the Company’s executive officersratification of the appointment of DeCoria, Maichel & Teague P.S. as our independent auditor for 2015.

Accountant Fees and directors, and persons who own more than 10% of any registered class of USAC’s equity securities,Services

The following table sets forth the aggregate fees billed to file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than 10% shareholders are required by regulation to furnish the Company by DeCoria, Maichel & Teague P.S. for professional services rendered for the fiscal years ended December 31, 2014 and 2013.

  2014  2013 
Audit Fees                                                                            $149,168  $161,631 
Tax Fees                                                                            $24,323  $16,578 
Other Fees  --   -- 
Totals                                                                            $173,491  $178,209 
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 copiesstatutory and regulatory filings or engagements.
Tax Fees
Tax fees consist of all Section 16(a) forms they file.  Based solely on afees 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 three fiscal years for assurance and related services that were reasonably related to the performance of the audit or review of the copiesCompany's financial statements and not reported under "Audit Fees" above.

The Audit Committee of such forms receivedthe Board of Directors determined that all of the services performed by the Company, the Company believes that its executive officers and directors have complied with all applicable Section 16(a) filing requirements for transactions during the 2011DeCoria, Maichel & Teague P.S. in fiscal year 2014 were not incompatible with the following exceptions:DeCoria, Maichel & Teague P.S. maintaining its independence.

·  Mr. Lawrence, Mr. Jackson, Mr. Babbitt, Mr. Dugan and Mr. Lawrence did not file timely Forms 3, 4 or Form 5 reports during 2010 or 2011.

___________________________
PROPOSAL 3.3 – ADVISORY VOTE ONREGARDING NAMED EXECUTIVE COMPENSATION
___________________________

General

Pursuant to Section 14A(a)(1) of the Securities ExchangeThe Dodd-Frank Wall Street Reform and Consumer Protection Act of 1934, as amended (the “Exchange2010 (the “Dodd-Frank Act”), ourrequires that USAC provide its shareholders are entitledwith the opportunity to vote at the Annual Meeting to approve, on an advisory, non-binding basis, the compensation of ourthe Company’s named executive officers commonly known as a “Say on Pay”, as disclosed in this Proxy Statement in accordance with the standards established under Item 402 of Regulation S-Kapplicable SEC rules.

As described in greater detail under the Exchange Act. However, the shareholder vote on executive compensation is an advisory vote only, and it is not binding on USAC or our Board of Directors or theheading “Executive Compensation - Compensation Committee ofCompensation Discussion and Analysis,” the Board.

Although the vote is non-binding, our Board of Directors and the Compensation Committee of the Board value the opinions of the shareholders and will consider the outcome of the vote when making future compensation decisions affecting the compensation of our executive officers.

We design ourCompany’s’ goal for its executive compensation program is to implement our core objectivesattract, motivate and retain a talented team of attractingexecutives who will provide leadership for its success, and retaining superior executive talent needed for the mining, milling, metallurgy and smelting of antimony metal and related antimony products, ensuring executive compensation is substantially dependent on our financial performance and provide incentives for the attainment of our strategic business objectives and aligning executives’ incentives with the creation ofthereby increase shareholder value. The key elements of theCompany believes that its executive compensation program that were in effect duringsatisfies this goal and is strongly aligned with the 2011long-term interests of its shareholders. Please see the section “Executive Compensation” and the related compensation tables for additional details about the Company’s executive compensation programs, including information about the fiscal year for USAC’s named executive officers are described in detail in the Compensation Discussion and Analysis section of this proxy statement.

Resolution

The shareholders are being asked to approve by advisory vote the following resolution relating to the2014 compensation of the Company’s named executive officersofficers.
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The Company is asking its shareholders to indicate their support for its named executive officer compensation as described in this Proxy Statement:

“RESOLVED, that USAC’sStatement. This proposal, commonly known as a “say-on-pay” proposal, gives shareholders hereby approve the compensation paidopportunity to USACexpress their views on the Company’s named executive officers named in the Summary Compensation Table of this Proxy Statement, as that compensation is disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the various compensation tables and the accompanying narrative discussion included in this Proxy Statement.”
Theofficers’ compensation. This vote on this resolution is not intended to address any specific elementitem of compensation;compensation, but rather the vote relates to theoverall compensation of ourthe Company’s named executive officers asand the philosophy, policies and practices described in this Proxy Statement in accordance withStatement. Accordingly, the compensation disclosure rules of Company is asking shareholders to vote “FOR” the Securities and Exchange Commission.following resolution at the annual meeting:

Recommendation“BE IT RESOLVED, that the shareholders of the Board of Directors

The Board of Directors unanimously recommendsUnited States Antimony Corporation approve, on an advisory vote FOR the resolution to approvebasis, the compensation of the named executive officers, as disclosed in this proxy statement in accordance with the standards established under Item 402Proxy Statement for the 2015 annual general meeting of Regulation S-K undershareholders pursuant to the Exchange Act. Unless otherwise instructed,compensation disclosure rules of the proxy holders named in each proxy will voteSEC, including the shares represented thereby FOR the approval of such resolution.
14
___________________________
PROPOSAL 4.  ADVISORY VOTE AS TO FREQUENCY OF THE
ADVISORY SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION
___________________________
GeneralCompensation Discussion and Analysis, compensation tables and narrative discussion.”

Pursuant to Section 14A(a)(2) of the Exchange Act, the Company’s shareholders are also entitled toThis “say-on-pay” vote at the annual meeting regarding whether the shareholder vote to approve the compensation of the named executive officers as required by Section 14A(a)(1) of the Exchange Act (and as presented in Proposal 3 of this Proxy Statement) should occur every year, once every two years or once every three years. Shareholders will also have the option to abstain from voting on the matter. The shareholder vote on the frequency of the say-on-pay vote to approve executive compensation is an advisory, vote only, and ittherefore, is not binding on usthe Company, the Compensation Committee or ourthe Board. The Board of Directors. Such an advisory vote will be provided toand the shareholders every six years.

Although the vote is non-binding, both the Board of Directors and theCompany’s Compensation Committee value the opinions of the Company’s shareholders, and to the extent there is any significant vote against the named executive officer compensation as disclosed in this Proxy Statement, the Company, the Board and the Compensation Committee will consider the outcomeresults of the vote when settingin future compensation deliberations. Pursuant to the advisory vote of our shareholders at our annual meeting of shareholders held on December 15, 2012, voting in favor of a frequency of the shareholder voteadvisory votes on executive compensation.compensation of every three (3) years, as disclosed in our Current Report on Form 8-K on December 20, 2012, our Board adopted a frequency of advisory votes on executive compensation of every three (3) years.

Shareholders have four choices with respectUnless otherwise instructed, the proxies given pursuant to this solicitation will be voted “FOR”the frequency of the shareholder vote for the approval ofresolution approving the compensation of our named executive officers. The four choices areofficers as follows:

Every year;
Every two years;
Every three years; or
Abstain

Recommendationdisclosed in this Proxy Statement. Under the rules of the Board

The Board of Directors has determined that an advisory shareholderNYSE MKT exchange, brokers are prohibited from giving proxies to vote on executive compensation once every three yearsmatters unless the beneficial owner of such shares has given voting instructions on the matter. This means that if your broker is the best approach for USAC and its shareholders for a numberrecord holder of reasons, includingyour shares, you must give voting instructions to your broker with respect to this proposal if you want your broker to vote your shares on the following:
—A three-year cycle is in line with the long-term pay-for-performance objectives that the Compensation Committee seeks to attain in structuring executive officer compensation in a manner that focuses on long-term growth and sustained shareholder value.
matter.

—A three-year cycle will provide shareholders with sufficient time and opportunity to evaluate the effectiveness of our short-term and long-term incentive programs, compensation strategies and pay-for-performance philosophy.

—A three-year cycle will also provide theThe Board of Directors and the Compensation Committee with sufficient time to thoughtfully evaluate and respond to shareholder input and effectively implement appropriate changes or modifications to our executive compensation programs.

Accordingly, the Board of Directors unanimously recommends that the shareholders choose, on an advisory basis, a three-year frequency (a vote FOR EVERY THREE YEARS) for“FOR” the advisory shareholder vote to approveresolution approving the compensation of our named executive officers. Unless otherwise instructed, the proxy holders named in each proxy will vote the shares represented thereby FOR every three yearsofficers as the frequency of the advisory shareholder vote on executive compensation described in this Proposal Four.
However, the shareholder vote under this Proposal 4 is not to approve the Board’s recommendation but is instead a direct advisory vote on the particular frequency at which each shareholder would like the advisory vote on executive officer compensation to be conducted.



15
___________________________
OTHER MATTERS
___________________________
The Board of Directors is not aware of any business to come before the annual meeting other than those matters describeddisclosed in this Proxy Statement.  However, if any other matters should properly come before the meeting, it is intended that proxies in the accompanying form will be voted in respect thereof in accordance with the judgment of the person or persons voting the proxies.

The Company will bear the cost of solicitation of proxies, and will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of USAC’s Common Stock and Preferred Stock. In addition to solicitations via the Internet and by mail, our directors, officers and regular employees may solicit proxies personally or by telecopy or telephone without additional compensation.

A copy of USAC’s Annual Report on Form 10-K for the year ended December 31, 2011 (including financial statements but excluding exhibits) is enclosed with this Proxy Statement. Shareholders may obtain, without cost, a copy of any exhibits to the Form 10-K by writing U.S. Antimony Corporation at its principal executive office located at P.O. Box 643, Thompson Falls, MT 59873, or calling the Company’s Secretary at (406) 827-3523.

Statement.
16
___________________________
SHAREHOLDER PROPOSALS
___________________________

Proposals of shareholders intended to be presented at our annual meeting to be held in 20132016 must be received by us no later than July 15, 201312, 2015 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 25, 201222, 2015




 
17-21-
 
REVOCABLE PROXY
UNITED STATES ANTIMONY CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 15, 201212, 2015

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, on Saturday, December 15, 2012,12, 2015, at 11:9:00 a.m., local time, and at any and all adjournments thereof, as indicated.

  FOR
VOTE
WITHHELD
1. 
The election as director of the nominees listed below
(except as marked to the contrary below)
 
John C. Lawrence
Gary D. Babbitt
Harmut W. Baitis
Russell C. Lawrence
Whitney H. Ferer
Bernard J. GuarneraJeffrey D. Wright
Note: shareholders have the discretionary authority to cumulate votes unless a different distribution of votes is indicated by marking after the nominee’s name.
[   ][   ]
  FORABSTAINAGAINST
2. 
The ratification of the selection of  De Coria, MiachelDeCoria, Maichel & Teague, P.S. as the independent auditor for the year ending December 31, 2012.2015.[   ][   ][   ]
  FORABSTAINAGAINST
3. 
Say on Pay – An advisoryAdvisory vote on the approval ofto approve named executive officer compensation.[   ][   ][   ]
1 Yr.
2 Yr.
3 Yr.
ABSTAIN
4.
Say When on Pay – An advisory vote on the approval of the frequency of shareholder votes on executive compensation.¨¨¨¨


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 six named nominees as directors and FOR ProposalsProposal 2, and 3, FOR EVERY THREE YEARS for Proposal 4, 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 25, 2012.22, 2015.


Dated:                       , 20122015
 
 
 
 
   
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.