false
2023-05-25
0001385849
Energy Fuels Inc.
0001385849
2023-05-25
2023-05-25
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 26, 2023 (May 25, 2023)
ENERGY FUELS INC.
(Exact name of registrant as specified in its charter)
|
Ontario
|
001-36204
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98-1067994
|
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
225 Union Blvd., Suite 600
Lakewood, Colorado, United States
80228
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (303) 974-2140
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 (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 Symbols |
|
Name of each exchange on which registered |
|
Common shares, no par value
|
|
UUUU
|
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NYSE American LLC
|
| |
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EFR |
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Toronto Stock Exchange |
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).
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.
Energy Fuels Inc. (the "Company") held its Annual Meeting of Shareholders (the "Meeting") virtually on May 25, 2023. At the Meeting, three (3) proposals were submitted to the shareholders for approval as set forth in the Company's definitive proxy statement, filed with the United States Securities and Exchange Commission on April 4, 2023. In total, 76,788,527 Common Shares were present virtually or represented by proxy at the Meeting.
Proposal No. 1 - Election of Directors.
The ten (10) nominees proposed by management for election as directors were elected by the shareholders of the Company as follows:
| Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
| J. Birks Bovaird |
40,314,043 |
6,109,486 |
30,364,998 |
| Mark S. Chalmers |
44,897,509 |
1,526,020 |
30,364,998 |
| Benjamin Eshleman III |
44,779,891 |
1,643,638 |
30,364,998 |
| Ivy V. Estabrooke |
45,201,656 |
1,221,873 |
30,364,998 |
| Barbara A. Filas |
45,171,479 |
1,252,050 |
30,364,998 |
| Bruce D. Hansen |
44,379,653 |
2,043,876 |
30,364,998 |
| Jaqueline Herrera |
45,135,865 |
1,287,664 |
30,364,998 |
| Dennis L. Higgs |
45,121,354 |
1,302,175 |
30,364,998 |
| Robert W. Kirkwood |
45,135,063 |
1,288,466 |
30,364,998 |
| Alexander G. Morrison |
45,286,508 |
1,137,027 |
30,364,998 |
Proposal No. 2 - Appointment of KPMG LLP as Independent Auditors of the Company.
The shareholders of the Company approved the appointment of KPMG LLP of Denver, Colorado, an independent registered public accounting firm, as auditors of the Company until the next annual meeting of shareholders, and authorized the Directors to fix the remuneration of the auditors as follows:
| Votes For |
Votes Withheld |
| 75,800,983 |
987,544 |
Proposal No. 3 - Non-Binding Advisory Vote on Named Executive Officer Compensation.
The shareholders of the Company ratified the non-binding advisory proposal to approve the compensation of the Company's named executive officers through an advisory resolution, commonly referred to as a "Say-on-Pay" vote, as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 36,936,651 |
7,005,336 |
2,481,542 |
30,364,998 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
ENERGY FUELS INC. |
| |
(Registrant) |
| |
|
|
| Dated: May 26, 2023 |
By: |
/s/ David C. Frydenlund |
| |
David C. Frydenlund
Executive Vice President, Chief Legal
Officer and Corporate Secretary |