WESTWATER RESOURCES, INC.

DEF 14A 1 tm242529-2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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WESTWATER RESOURCES, INC.

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all the boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To the stockholders of Westwater Resources, Inc.:

We will hold our 2024 Annual Meeting of Stockholders (the “Annual Meeting”) in virtual format only on Thursday, May 30, 2024, at 8:00 a.m., mountain daylight time at www.cesonlineservices.com/wwr24_vm. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/wwr24_vm by no later than 8:00 a.m., mountain daylight time, on Wednesday, May 29, 2024. At the virtual meeting, the stockholders will consider and vote upon the following matters:

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Elect as directors the five nominees named in the accompanying proxy statement.

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Approve an amendment to our 2013 Omnibus Incentive Plan, as amended, (a) to increase the authorized number of shares of common stock available and reserved for issuance under such plan by 3,000,000 shares, and (b) to increase the limit on shares of stock that may be granted in a calendar year to any eligible person to 800,000 shares.

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Hold an advisory vote to approve of our executive compensation.

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Ratify the appointment of Moss Adams LLP as our independent registered public accountant for 2024.

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Approve an increase in the number of authorized shares of common stock from 100,000,000 shares to 200,000,000 shares.

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Transact such other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

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The Board has fixed the close of business on Thursday, April 4, 2024, as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting or at any adjournment or postponement thereof.

We have adopted a virtual-only meeting format for our Annual Meeting to make participation accessible for stockholders from any geographic location. There is no in-person meeting for you to attend. If you wish to attend virtually, and for more information about the virtual-only meeting format, please see “How do I attend a Virtual Annual Meeting” and “Conducting a Virtual Annual Meeting” on pages 1 and 2 of the attached proxy statement for the Annual Meeting. You may vote electronically at the Annual Meeting if you attend virtually or by proxy. If you elect to vote by proxy, please follow the instructions on the enclosed proxy card — voting by proxy can occur by mail, via the telephone, or over the Internet. Whether or not you plan to participate in the virtual meeting, you are requested to sign and return the enclosed proxy in the enclosed envelope, or to vote your shares over the telephone or over the Internet, so that your shares may be voted in accordance with your wishes and in order that the presence of a quorum may be assured. The giving of such proxy will not affect your right to vote should you later decide to virtually attend the Annual Meeting. Please date and sign the enclosed proxy and return it promptly in the enclosed envelope or vote over the telephone or Internet. Your vote is important.

Centennial, Colorado

April 5, 2024

2024 PROXY STATEMENT SUMMARY

This summary highlights selected information contained in this proxy statement, but it does not contain all the information you should consider. We urge you to read the whole proxy statement and our 2023 Annual Report before you vote. This proxy statement is being made available to stockholders on or about Monday, April 15, 2023.

2024 ANNUAL MEETING OF STOCKHOLDERS

VOTING MATTERS AND BOARD RECOMMENDATIONS

DIRECTORS OF THE COMPANY AND 2024 NOMINEES FOR DIRECTOR

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Mr. Cryan was an Independent Director through February 25, 2022. He became Executive Chairman on February 26, 2022, and as a result is no longer an Independent Director.

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Mr. Bakker was appointed to the Board effective January 16, 2023. Also on January 16, 2023, Mr. Bakker was elected the Company’s President and Chief Executive Officer. Mr. Bakker is not an Independent Director.

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Independent Director.

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