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WWR Westwater Resources

Filed: 21 May 21, 4:41pm

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 21, 2021

WESTWATER RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-33404

 

75-2212772

(State or Other Jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification No.)

 

6950 S. Potomac Street, Suite 300
Centennial, Colorado

 

80112

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (303) 531-0516

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange
on Which Registered

Common Stock, $0.001 par value

 

WWR

 

NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

Emerging growth company    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section   13(a) of the Exchange Act.    


Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

 

As described in Item 5.07 below, Westwater Resources, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2021. At the Annual Meeting, the Company’s stockholders approved an amendment to the Westwater Resources, Inc. 2013 Omnibus Incentive Plan (as amended, the “2013 OIP”). The amendment to the 2013 OIP became effective upon stockholder approval and increased by 1,500,000 the number of shares available under the 2013 OIP, as described under Proposal 2 of the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission (“SEC”) on March 26, 2021, which description is incorporated herein by reference.

 

The foregoing description of the amended 2013 OIP is qualified in its entirety by reference to the text of the amended 2013 OIP, which is set forth in Appendix B to the Company’s definitive proxy statement filed on Schedule 14A with the SEC on March 26, 2021.

 

Item 5.07Submission of Matters to a Vote of Security Holders. 

 

The Company held its 2021 Annual Meeting of Stockholders on May 21, 2021. The total number of shares of the Company’s common stock voted in person or by proxy at the Annual Meeting was 15,077,133, representing approximately 47% of the 32,336,315 shares issued and outstanding and entitled to vote at the Annual Meeting and constituting a quorum.  The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each matter is set out below.

 

Proposal 1.Approval of Share Issuance 

 

By the vote reflected below, the stockholders approved the issuance of more than 19.99% of the Company’s issued and outstanding stock pursuant to a purchase agreement entered into between the Company and Lincoln Park Capital Fund, LLC on December 4, 2020:

 

For

Against

Abstain

Broker Non-Votes

3,989,513

947,136

63,066

10,077,418

 

Proposal 2.Approval of an Amendment to the 2013 Omnibus Incentive Plan 

 

By the vote reflected below, the stockholders approved an amendment to the 2013 OIP to increase the authorized number of shares of common stock available and reserved for issuance under such plan by 1,500,000 shares. The voting results were as follows:

 

For

Against

Abstain

Broker Non-Votes

4,209,758

741,683

48,274

10,077,418


 

Proposal 3.Election of Directors  

 

The stockholders elected all five nominees at the Annual Meeting to serve as directors until the Company’s Annual Meeting of Stockholders in 2022.  The voting results were as follows:

 

Nominee

For

Withheld

Broker Non-Votes

Terence J. Cryan

4,651,610

348,105

10,077,418

Christopher M. Jones

4,713,629

286,086

10,077,418

Karli S. Anderson

4,699,419

300,296

10,077,418

Tracy D. Pagliara

4,700,166

299,549

10,077,418

Deborah A. Peacock

4,705,028

294,687

10,077,418

 

Proposal 4.Advisory Approval of the Compensation of the Named Executive Officers  

 

The stockholders approved, on advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:

 

For

Against

Abstain

Broker Non-Votes

4,201,567

659,110

139,038

10,077,418

 

Proposal 5.Ratification of the Appointment of the Independent Registered Public Accountants  

 

The stockholders ratified the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.  The voting results were as follows:

 

For

Against

Abstain

Broker Non-Votes

14,345,682

629,765

101,686

0


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 21, 2021

 

WESTWATER RESOURCES, INC.

 

 

By:     /s/ Jeffrey L. Vigil                                             

Name:Jeffrey L. Vigil 

Title:Vice President–Finance and Chief Financial Officer