8-K
ENERGY FUELS INC (UUUU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 1, 2020 (May 27, 2020)
ENERGY FUELS INC.
(Exact Name of Registrant as Specified in Charter)
| Ontario | 001-36204 | 98-1067994 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
225 Union Blvd., Suite 600
Lakewood, Colorado
80228
(Address of Principal Executive Offices, and Zip Code)
(303)974-2140
Registrant's Telephone Number, Including Area Code
N/A
(Former Name or Former Address, if Changed Since Last Report)
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 Shares | UUUU | NYSE American LLC |
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| --- | --- | --- |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).<br><br> <br>Emerging growth company ☐<br><br> <br>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.
Energy Fuels Inc. (the "Corporation") held its Annual Meeting of Shareholders (the "Meeting") virtually on May 27, 2020. At the Meeting, six (6) proposals were submitted to the shareholders for approval as set forth in the Corporation's definitive proxy statement, filed with the United States Securities and Exchange Commission on April 7, 2020. In total, 50,685,308 Common Shares were present virtually or represented by proxy at the Meeting.
Proposal No. 1 - Election of Directors.
The eight (8) nominees proposed by management for election as directors were elected by the shareholders of the Corporation as follows:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| J. Birks Bovaird | 22,366,344 | 1,830,175 | 26,488,789 |
| Mark S. Chalmers | 23,813,581 | 382,938 | 26,488,789 |
| Benjamin Eshleman III | 21,803,945 | 2,392,574 | 26,488,789 |
| Barbara A. Filas | 23,742,530 | 453,989 | 26,488,789 |
| Bruce D. Hansen | 19,231,003 | 4,965,516 | 26,488,789 |
| Dennis L. Higgs | 23,833,439 | 363,080 | 26,488,789 |
| Robert W. Kirkwood | 21,857,246 | 2,339,273 | 26,488,789 |
| Alexander G. Morrison | 22,390,542 | 1,805,977 | 26,488,789 |
Proposal No. 2 - Appointment of KPMG LLP as Independent Auditors of the Corporation.
The shareholders of the Corporation approved the appointment of KPMG LLP as follows:
| Votes For | Votes Withheld | |
|---|---|---|
| Appointment of KPMG LLP as independent auditors of the Corporation | 50,315,278 | 370,030 |
Proposal No. 3 - Non-Binding Advisory Proposal to Approve Named Executive Officer Compensation.
The shareholders of the Corporation approved a non-binding advisory proposal on the compensation of the Corporation's named executive officers, referred to as "Say-on-Pay", as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
|---|---|---|---|---|
| Non-Binding Advisory Proposal on Named Executive Officer Compensation (Say-on-Pay) | 23,060,965 | 781,912 | 353,642 | 26,488,789 |
Proposals No. 4, 5 & 6 - Non-Binding Advisory Proposal Regarding the Frequency of Future Non-Binding Shareholder Advisory Votes on Say-on-Pay Proposals.
The shareholders of the Corporation approved a non-binding advisory proposal for a three (3)-year frequency for the Corporation's Say-on-Pay vote, referred to as "Say-on-Frequency", as follows:
| Non-Binding Advisory Proposal on The Frequency of Voting on Say-on-Pay proposals (Say-on-Frequency) | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| One (1)-Year Frequency | 10,152,524 | 13,567,477 | 476,518 | 26,488,789 |
| Two (2)-Year Frequency | 1,442,054 | 21,686,048 | 1,068,417 | 26,488,789 |
| Three (3) -Year Frequency | 14,299,549 | 8,879,478 | 1,017,492 | 26,488,789 |
The Corporation has considered the outcome of Proposals 4, 5 & 6 and determined, consistent with the recommendation of the Corporation's board of directors, that the Corporation will hold future Say-on-Pay votes every three (3) years.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENERGY FUELS INC. <br>(Registrant) | |
|---|---|
| Dated: June 1, 2020 | By: /s/ David C. Frydenlund <br>David C. Frydenlund<br><br> <br>Chief Financial Officer, General Counsel<br><br> <br>and Corporate Secretary |
| --- | --- |