8-K
enCore Energy Corp. (EU)
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): June 11, 2025
enCore Energy Corp.
(Exact Name Of Registrant As Specified In Charter)
| British Columbia | 001-41489 | N/A |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
5950 Berkshire Lane, Suite 210
Dallas, Texas 75225
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (361) 239-5449
Not Applicable
(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:
| ☐ | 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 Exchange Act:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange<br><br>on which registered |
|---|---|---|
| Common Shares, no par value | EU | The Nasdaq Stock Market LLC<br><br>TSX Venture Exchange |
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 5.07. Submission of Matters to a Vote of Security Holders.
On June 11, 2025, enCore Energy Corp. (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”). All matters submitted for approval by the Company’s shareholders, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2025, were approved. The number of common shares entitled to vote at the Annual Meeting was 186,686,281, representing the number of shares outstanding as of April 17, 2025, the record date for the Annual Meeting.
The results of each matter voted on were as follows:
| 1. | Election of directors. The following directors were elected for terms expiring at the 2026 annual general meeting of shareholders: | |||||
|---|---|---|---|---|---|---|
| Votes For | Votes Withheld | Broker Non-Votes | ||||
| --- | --- | --- | --- | --- | --- | --- |
| William Sheriff | 67,131,707 | 3,893,800 | 9,973,554 | |||
| Dennis Stover | 67,193,495 | 3,832,012 | 9,973,554 | |||
| William Harris | 69,117,501 | 1,908,006 | 9,973,554 | |||
| Mark Pelizza | 69,149,016 | 1,876,492 | 9,973,553 | |||
| Susan Hoxie-Key | 47,605,319 | 23,420,189 | 9,973,553 | |||
| Stacy Nieuwoudt | 67,730,570 | 3,294,938 | 9,973,553 | |||
| Robert Willette | 69,177,896 | 1,847,611 | 9,973,554 | |||
| Nathan Tewalt | 67,960,758 | 3,064,750 | 9,973,553 | |||
| 2. | Approval, on an advisory basis, of the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved. | |||||
| --- | --- | |||||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| --- | --- | --- | --- | |||
| 68,775,191 | 1,745,441 | 504,875 | 9,973,554 | |||
| 3. | Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers. The frequency of every “one year” was approved. | |||||
| --- | --- | |||||
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||
| --- | --- | --- | --- | --- | ||
| 68,482,991 | 1,390,708 | 707,409 | 444,399 | 9,973,554 |
Consistent with the shareholder vote, the Company’s board of directors determined that the Company will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next shareholder vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.
| 4. | Appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2025 and director authorization for renumeration. KPMG LLP was appointed for 2025, at a remuneration to be fixed by the directors of the Company. | |
|---|---|---|
| Votes For | Votes Against | Abstentions |
| --- | --- | --- |
| 80,845,290 | 0 | 153,771 |
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.
| ENCORE ENERGY CORP. | |
|---|---|
| By: | /s/ Robert Willette |
| Name: Robert Willette | |
| Title: Acting Chief Executive Officer and<br><br>Chief Legal Officer |
Date: June 11, 2025