0001157523-12-003248.txt : 20120607 0001157523-12-003248.hdr.sgml : 20120607 20120607161521 ACCESSION NUMBER: 0001157523-12-003248 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110607 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120607 DATE AS OF CHANGE: 20120607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: URANIUM RESOURCES INC /DE/ 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33404 FILM NUMBER: 12895026 BUSINESS ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 720 CITY: DALLAS STATE: TX ZIP: 75251 BUSINESS PHONE: 9723877777 MAIL ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 720 CITY: DALLAS STATE: TX ZIP: 75251 8-K/A 1 a50303894.htm URANIUM RESOURCES, INC. 8-K/A


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

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 7, 2011

 

Uranium Resources, Inc.

(Exact name of registrant as specified in its charter)

Delaware

 

0-17171

 

75-2212772

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

405 State Highway 121 Bypass,
Building A, Suite 110 Lewisville, TX

 

75067

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

 

(972) 219-3330

 

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))


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

Explanatory Note:  This Current Report on Form 8-K/A amends the Company’s original report, filed on June 9, 2011, for the purpose of (i) disclosing the Company’s decision on the frequency of future say-on-pay votes in accordance with Item 5.07(d) of Form 8-K and (ii) to include details on broker non-votes in the voting results on matter 1, 2 and 3.

On June 7, 2011, Uranium Resources, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (“Annual Meeting”) for which the Board of Directors solicited proxies.  At the Annual Meeting, the stockholders voted on the following:

1)   Election of the Board of Directors.
 
2) Approval of an amendment to the Amended and Restated 2004 Directors Stock Option and Restricted Stock Plan.
 
3) Advisory vote on the compensation of the Company’s Named Executive Officers.
 
4) Advisory vote on the frequency of holding a non-binding stockholder vote on the compensation of the Company’s Named Executive Officers.

5)   Ratification of the appointment of Hein & Associates, LLP as the independent registered accounting firm for the Company for the current fiscal year.

The final voting results on each of the matters submitted to a vote of shareholders at the Annual Meeting were as follows:

1)   The nominees to the Board of Directors were elected based on the following shares voted:

For   Withheld  

Broker Non-

Votes

Paul K. Willmott

21,626,312 651,399 43,787,385
Donald C. Ewigleben 21,291,891 985,820 43,787,385
Leland O. Erdahl 21,626,675 651,036 43,787,385
Terence J. Cryan 21,803,298 474,413 43,787,385
Marvin K. Kaiser 21,820,393 457,318 43,787,385
2)   Approval of the Amended and Restated 2004 Directors Stock Option and Restricted Stock Plan. The affirmative votes constituted a majority of the shares present in person or by proxy at the meeting and entitled to vote on the proposal.
    For   Against   Abstain   Broker Non-Votes
19,094,152 1,973,921 1,209,638 43,787,385
3)   Advisory approval of the compensation of the Company’s Named Executive Officers. The affirmative votes constituted a majority of the shares present in person or by proxy at the meeting and entitled to vote on the proposal.
    For   Against   Abstain   Broker Non-Votes
19,271,115 1,763,378 1,243,218 43,787,385
4)   Recommendation, on an advisory basis, to hold a non-binding stockholder vote on the compensation of the Company’s Named Executive Officers every year. The votes of “1 year” constituted a majority of the shares present in person or by proxy at the meeting and entitled to vote on the proposal.
    1 Year   2 Year   3 Year   Abstain
19,205,855 298,855 1,424,464 1,348,537

5)   Ratification of Hein and Associates, LLP as independent registered accounting firm for fiscal year 2011. There were no broker non-votes. The affirmative votes constituted a majority of the shares present in person or by proxy at the meeting and entitled to vote on the proposal.
    For   Against   Abstain
64,738,324 954,600 372,172

As noted above, at the Annual Meeting, a non-binding, advisory vote was conducted concerning the frequency of future “say on pay” advisory votes on executive compensation. In the Company’s proxy statement furnished to stockholders in connection with the Annual Meeting, the Company’s Board of Directors recommended that the advisory vote on executive compensation be held each year. At the Annual Meeting, a majority of votes cast on the matter were cast in favor of holding future advisory votes on executive compensation each year. After considering the preferences expressed at the meeting, the Company has determined to hold future non-binding, advisory votes on executive compensation each year until the next required vote on the frequency of advisory votes on executive compensation. Under section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, the Company will hold another vote on the frequency of stockholder votes on the compensation of executives no later than its 2017 annual meeting of stockholders.


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 thereunto duly authorized.

 

Uranium Resources, Inc.

 

Dated:

June 7, 2012

By:

/s/ Thomas H. Ehrlich

 

Name: Thomas H. Ehrlich

 

Title: Vice President and Chief Financial Officer