CENTRUS ENERGY CORP
For the period ended Jun 20, 2025. Filed Apr 25, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 20, 2025 · Filed Apr 25, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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6901 Rockledge Drive, Suite 800
Bethesda, Maryland 20817
Dear Stockholder:
You are cordially invited to attend our annual meeting of stockholders to be held on Friday, June 20, 2025, at 10:00 a.m., Eastern Daylight Time. We are pleased that this year’s annual meeting will again be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to participate in the meeting, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/LEU2025 and entering your secure control number, which can be found on your proxy card. We recommend that you log in at least ten minutes before the meeting to ensure you are logged in when the meeting starts.
At the meeting, you will be asked to vote on each of the three proposals set forth in the Notice of Annual Meeting of Stockholders, which describes the formal business to be conducted at the annual meeting and follows this letter.
Your vote is important no matter how many shares you own. We encourage you to vote your shares today. You may vote by using telephone or Internet voting systems or, if you received a full set of the proxy materials by mail, by completing and returning the enclosed proxy card in the postage-paid envelope provided.
We appreciate your continued confidence in the Company and look forward to your participation at our annual meeting.
| | Sincerely, | | |||
|---|---|---|---|---|---|
| | | | | ||
| | Mikel H. Williams Chairman of the Board | | | Amir V. Vexler President and Chief Executive Officer | |
6901 Rockledge Drive, Suite 800
Bethesda, Maryland 20817
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 20, 2025
The Annual Meeting of Stockholders of Centrus Energy Corp. will be held on Friday, June 20, 2025, at 10:00 a.m., Eastern Daylight Time, online via live webcast atwww.virtualshareholdermeeting.com/LEU2025, for the following purposes:
To elect seven director nominees for a term of one year;
To hold an advisory vote to approve the Company’s executive compensation;
To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2025; and
To transact such other business as may properly come before the meeting or any adjournments thereof.
We are enclosing a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 with this Notice and Proxy Statement.
The record date for determining stockholders entitled to notice of, and to vote at, the meeting was the close of business on April 21, 2025. Please use telephone or Internet voting systems or, if you received a full set of the proxy materials by mail, complete, and return the enclosed proxy card in the postage-paid envelope provided at your earliest convenience to vote your shares. Telephone and Internet voting information is provided on your proxy card.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON JUNE 20, 2025: This Proxy Statement and our Annual Report for the year ended December 31, 2024 are available free of charge at www.proxyvote.com for viewing, downloading, and printing.
By Order of the Board of Directors,
Shahram Ghasemian
Senior Vice President, General Counsel,
Chief Compliance Officer and Corporate Secretary
Bethesda, Maryland
PROXY SUMMARY
This summary highlights information contained elsewhere in the Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
CENTRUS ENERGY CORP. 2025 ANNUAL MEETING OF STOCKHOLDERS
| | Time and Date: | | | 10:00 a.m., Eastern Daylight Time, Friday, June 20, 2025 | |
|---|---|---|---|---|---|
| | Place: | | | Online via live webcast. Stockholders may only participate online by logging in at www.virtualshareholdermeeting.com/LEU2025 | |
| | Record Date: | | | April 21, 2025 | |
| | Voting: | | | Holders of our Class A common stock as of the record date are entitled to vote. Each share of Class A common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on. | |
MEETING AGENDA AND VOTING RECOMMENDATIONS
| | | | | Board Vote Recommendation | |
|---|---|---|---|---|---|
| | Election of seven directors | | | For all the director nominees | |
| | Management proposals | | | | |
| | Advisory vote to approve the Company’s executive compensation | | | For | |
| | Ratification of Deloitte & Touche LLP as auditor for 2025 | | | For | |
| | Transact other business that properly comes before the meeting | | | | |
BOARD NOMINEES(1)
| Name | | | Age | | | Director Since | | | Principal Occupation | | | Independent | | | EC | | | AFC | | | CNGC | | | TCRC | | | CRC | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mikel H. Williams | | | 68 | | | 2013 | | | Chief Executive Officer, Targus International LLC | | | X | | | X | | | | | | | | | | | | | |
| Kirkland H. Donald | | | 71 | | | 2021 | | | Chairman, HII, Inc. | | | X | | | | | | X | | | X | | | X | | | | |
| Tina W. Jonas | | | 65 | | | 2020 | | | Private Investor | | | X | | | X | | | X | | | X | | | | | | | |
| William J. Madia | | | 77 | | | 2008 | | | Vice President emeritus, Stanford University | | | | | | X | | | | | | | | | X | | | X | |
| Stephanie O’Sullivan | | | 65 | | | 2024 | | | Former Principal Deputy Director, Office of National Intelligence | | | X | | | | | | | | | | | | | | | X | |
| Ray A. Rothrock | | | 70 | | | 2024 | | | Professional Venture Investor and Director | | | X | | | | | | X | | | | | | | | | X | |
| Amir V. Vexler | | | 52 | | | 2024 | | | President and Chief Executive Officers, Centrus | | | | | | X | | | | | | | | | | | | | |
| | EC: | | | Executive Committee | |
|---|---|---|---|---|---|
| | AFC: | | | Audit and Finance Committee | |
| | CNGC: | | | Compensation, Nominating and Governance Committee | |
| | TCRC: | | | Technology, Competition and Regulatory Committee | |
| | CRC: | | | Cyber Risk Committee | |
(1)
Mr. Brad Sawatzke has not been nominated to stand for reelection due to personal demands and accordingly, his term will expire immediately upon conclusion of the 2025 Annual Meeting. The Board will appoint a third director to the CNGC and the TCRC concurrent with Mr. Sawatzke’s end of service.
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