EXHIBIT 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, Lightbridge Corporation (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on October 27, 2022. At the Annual Meeting, the Company’s stockholders approved an amendment to the Lightbridge Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”). The amendment to the 2020 Plan became effective upon stockholder approval and increased the number of shares that may be issued thereunder from 650,000 shares to 1,100,000 shares, as described under Proposal 3 of the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on August 31, 2022 (the “2022 Proxy Statement”), which description is incorporated herein by reference.
The foregoing description of the amended 2020 Plan is qualified in its entirety by reference to the text of the amended 2020 Plan, which is set forth in Appendix B to the Company’s 2022 Proxy Statement.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting, the Company’s stockholders approved an amendment to the Articles of Incorporation of the Company to increase the number of authorized shares of common stock from 13,500,000 to 25,000,000. The Company submitted a Certificate of Amendment to the Articles of Incorporation of the Company (the “Amendment”) with the Nevada Secretary of State on October 27, 2022. Following the filing of the Amendment, the Company has the authority to issue up to an aggregate of 25,000,000 shares of common stock. A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting virtually on October 27, 2022. At the Annual Meeting, the Company’s stockholders voted on: (i) the election of six director nominees, (ii) the approval of an amendment to the Articles of Incorporation of the Company to increase the number of authorized shares of common stock from 13,500,000 to 25,000,000, (iii) the approval of an amendment to the 2020 Plan to increase the number of shares of common stock available for issuance thereunder 650,000 to 1,100,000, (iv) ratification of an amendment to the Amended and Restated Bylaws of the Company that provides that the holders of one-third of the outstanding shares of stock constitute a quorum at all meetings of the Company’s stockholders, (v) to approve, on an advisory basis, the compensation of the Company’s named executive officers, and (vi) ratification of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal year 2022. The results of the votes are set forth below.
Proposal No. 1 – Election of Directors
The following nominees were elected as directors by the votes indicated to serve until the Company’s next annual meeting of stockholders, as set forth in the 2022 Proxy Statement:
Nominee |
| For |
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| Withheld |
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| Broker-Non Vote |
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Seth Grae |
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| 4,663,338 |
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| 105,998 |
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| 2,119,185 |
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Thomas Graham, Jr. |
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| 4,434,172 |
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| 335,164 |
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| 2,119,185 |
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Sweta Chakraborty |
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| 4,653,773 |
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| 115,563 |
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| 2,119,185 |
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Jesse Funches |
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| 4,694,601 |
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| 74,735 |
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| 2,119,185 |
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Daniel Magraw |
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| 4,390,113 |
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| 379,223 |
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| 2,119,185 |
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Mark Tobin |
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| 4,663,612 |
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| 105,724 |
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| 2,119,185 |
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| 2 |
Proposal No. 2 – Approval of the Amendment to the Company’s Articles of Incorporation
The proposal to amend the Company’s Articles of Incorporation to increase the authorized shares of common stock from 13,500,000 to 25,000,000 was approved by the stockholders by the following vote:
For |
| Against |
| Abstain |
5,843,664 |
| 877,792 |
| 167,065 |
Proposal No. 3 – Approval of an Amendment to the 2020 Plan
The stockholders approved an amendment to the 2020 Plan to increase the number of shares of common stock available for issuance thereunder from 650,000 to 1,100,000. The voting results were as follows:
For |
| Against |
| Abstain |
| Broker-Non Vote |
4,065,104 |
| 363,976 |
| 340,256 |
| 2,119,185 |
Proposal No. 4 – Ratification of the Amendment to the Company’s Amended and Restated Bylaws
The proposal to ratify an amendment to the Amended and Restated Bylaws of the Company that provides that the holders of one-third of the outstanding shares of stock constitute a quorum at all meetings of the Company’s stockholders was approved by the stockholders by the following vote:
For |
| Against |
| Abstain |
| Broker-Non Vote |
4,131,416 |
| 535,056 |
| 102,864 |
| 2,119,185 |
Proposal No. 5 – Advisory Vote on Executive Compensation
The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the 2022 Proxy Statement was approved by the stockholders by the following vote:
For |
| Against |
| Abstain |
| Broker-Non Vote |
4,073,664 |
| 556,985 |
| 138,687 |
| 2,119,185 |
Proposal No. 6 – Ratification of Auditors
The proposal to ratify the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was approved by the stockholders by the following vote:
For |
| Against |
| Abstain |
6,777,135 |
| 67,045 |
| 44,341 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
| Description |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| LIGHTBRIDGE CORPORATION |
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Dated: October 27, 2022 | By: | /s/ Seth Grae |
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| Name: | Seth Grae |
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| Title: | President and Chief Executive Officer |
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EXHIBIT 3.1