0001104659-18-025252.txt : 20180419 0001104659-18-025252.hdr.sgml : 20180419 20180419165813 ACCESSION NUMBER: 0001104659-18-025252 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180419 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20180419 DATE AS OF CHANGE: 20180419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTWATER RESOURCES, INC. CENTRAL INDEX KEY: 0000839470 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 752212772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33404 FILM NUMBER: 18764350 BUSINESS ADDRESS: STREET 1: 6950 S. POTOMAC STREET STREET 2: SUITE 300 CITY: CENTENNIAL STATE: CO ZIP: 80112 BUSINESS PHONE: (303) 531-0470 MAIL ADDRESS: STREET 1: 6950 S. POTOMAC STREET STREET 2: SUITE 300 CITY: CENTENNIAL STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: URANIUM RESOURCES INC /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 a18-11263_18k.htm 8-K

 

 

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): April 19, 2018

 

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

 

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):

 

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

 

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

 

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

 

o            Pre-commencement communications 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 (§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    o

 

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.    o

 

 

 


 

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

 

Westwater Resources, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) on April 19, 2018. The total number of shares of the Company’s common stock voted in person or by proxy at the Annual Meeting was 19,254,268, representing approximately 68.9% of the 27,929,584 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.               Issuance of shares of common stock pursuant to the Arrangement Agreement

 

With the support of approximately 50.2% of the votes cast on the proposal, the stockholders approved the issuance of 14,133,593 shares of the Company’s common stock in accordance with the terms of the Arrangement Agreement, dated December 13, 2017, with Alabama Graphite Corp., and the Plan of Arrangement attached thereto.  The voting results were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

3,311,966

 

3,288,761

 

71,423

 

12,582,118

 

 

Proposal 2.      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 2019.  The voting results were as follows:

 

Nominee

 

For

 

Withheld

 

Broker Non-Votes

 

Terence J. Cryan

 

3,646,530

 

3,025,620

 

12,582,118

 

Christopher M. Jones

 

3,593,698

 

3,078,452

 

12,582,118

 

Marvin K. Kaiser

 

3,585,189

 

3,086,961

 

12,582,118

 

Tracy D. Pagliara

 

3,678,590

 

2,993,560

 

12,582,118

 

Patrick K. Burke

 

3,124,142

 

3,548,008

 

12,582,118

 

 

Proposal 3.                 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, 2018.  The voting results were as follows:

 

For

 

Against

 

Abstain

 

17,872,193

 

510,431

 

871,644

 

 

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

 

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

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

3,028,205

 

3,389,536

 

254,409

 

12,582,118

 

 

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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.

 

Dated: April 19, 2018

 

 

WESTWATER RESOURCES, INC.

 

 

 

 

 

 

 

By:

/s/ Jeffrey L. Vigil

 

Name:

Jeffrey L. Vigil

 

Title:

Vice President—Finance and Chief Financial Officer

 

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