Additional Proxy Soliciting Materials (definitive) (defa14a)

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 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

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o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o Definitive Proxy Statement

x Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

U.S. GEOTHERMAL INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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SUPPLEMENT TO PROXY STATEMENT

RELATING TO 2016 ANNUAL MEETING OF SHAREHOLDERS

This proxy statement supplement should be read together with the definitive proxy statement (the “Proxy Statement”) of U.S. Geothermal Inc., a Delaware Corporation (the “Company”), filed with the Securities and Exchange Commission on August 19, 2016 in connection with the Company’s 2016 Annual Meeting of Stockholders to be held at the Company’s corporate office located at 390 E Parkcenter Blvd, Suite 250, Boise, Idaho 83706 on Friday, September 30, 2016 at 10:00 a.m. MDT.

The purpose of this filing is to correct information contained in the Proxy Statement relating to the “broker non-vote” voting rules that apply to “Proposal 4 - Approve a share consolidation of the Company’s common stock and authorize the Board, in its sole discretion, to effect a share consolidation of our common stock at an exchange ratio of not less than 1-for-2 and not greater than 1-for-6, as shall be determined in the sole discretion of the Board by filing an amendment to our certificate of incorporation at any time through September 30, 2017” (“Proposal Four”). As further discussed below, the Proxy Statement stated that with respect to Proposal Four, a broker who has received no instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal, thus resulting in a broker non-vote with respect to such uninstructed shares (such proposals being commonly referred to as “non-routine” matters). The Company has since been advised by the New York Stock Exchange that the New York Stock Exchange considers Proposal Four to be a “routine” matter and that a broker who has received no instructions from its clients will have discretion to vote its clients’ uninstructed shares on that proposal in addition to the proposal on ratification of the selection of our independent auditor.

Background

Broker non-votes occur with respect to shares held in “street name” (i.e., by a broker) in cases where the broker does not receive voting instructions from its clients and the broker does not have the authority to vote those shares. The rules of the New York Stock Exchange applicable to brokers determine whether a broker has authority to vote on a proposal if the broker does not receive voting instructions from its client. The broker may vote on proposals that are determined to be “routine” under these rules and may not vote on proposals that are determined to be “non-routine” under these rules. If a proposal is determined to be routine, a broker who has received no voting instructions from its client with respect to that proposal has discretion to vote the client’s uninstructed shares on that proposal. If a proposal is determined to be non-routine, a broker who has received no voting instructions from its client with respect to that proposal does not have discretion to vote the client’s uninstructed shares on that proposal.

Proposal Four Vote Requirements

With respect to Proposal Four, the affirmative vote of a majority of the outstanding common stock is required for the approval of the proposal. Abstentions will have the same effect as a vote against. Proposal Four is a “routine” matter and, as such, a broker will have discretion to vote on Proposal Four if the broker has received no voting instructions from its clients with respect to that proposal. However, despite the fact that Proposal Four is considered to be a routine matter allowing for discretionary voting by brokers, if you hold your shares in street name the Company still encourages you to instruct your broker or other nominee how to vote.

Except as specifically supplemented by the information contained herein, all information set forth in the Proxy Statement remains unchanged, and all voting requirements otherwise remain the same. From and after the date of this proxy statement supplement, all references to the “Proxy Statement” are to the Proxy Statement as supplemented hereby.

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