LIGHTBRIDGE Corp
For the period ended Apr 19, 2024. Filed Mar 8, 2024.
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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.
Apr 19, 2024 · Filed Mar 8, 2024
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DEF 14A 1 ltbr_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 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
LIGHTBRIDGE CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|
| ☐ | Fee paid previously with preliminary materials. |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|---|
**PROXY STATEMENT
NOTICE OF 2024 ANNUAL MEETING OF
SHAREHOLDERS
APRIL 19, 2024
Fellow Stockholders:
On behalf of the Board of Directors, I invite you to join our 2024 Annual Meeting of Stockholders on Friday, April 19, 2024 at 11 a.m. Eastern Time. The annual meeting is a virtual meeting. Please refer to the Notice of Annual Meeting of Stockholders for instructions on how to access the virtual annual meeting.
The enclosed Notice of Annual Meeting of Stockholders and proxy statement describe the proposals to be considered and voted upon at the meeting. I encourage you to review the proxy materials and vote as soon as possible even if you are planning to join the virtual annual meeting on April 19, 2024. You may vote by telephone, over the Internet, or, if you receive these materials by mail, by completing, signing, dating, and returning the enclosed proxy card or voting instruction form.
We hope that all stockholders will attend the virtual meeting. Whether or not you plan to attend the virtual meeting, it is important that you be represented. Your vote is important to us.
Following the meeting, we will also review developments at Lightbridge and other items of general interest regarding the Company.
On behalf of the Board of Directors and senior management, I would like to express our appreciation for your support of Lightbridge Corporation. We hope you are safe and healthy.
Sincerely,
Seth Grae
Lightbridge Corporation 11710 Plaza America Drive, Suite 2000 Reston, VA 20190 USA 571.730.1200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 19, 2024
Dear Stockholder:
Notice is hereby given that the Annual Meeting of Stockholders (the “annual meeting”) of Lightbridge Corporation, a Nevada corporation (the “Company”), will be held on Friday, April 19, 2024 at 11 a.m., Eastern Time, for the following purposes:
| 1. | To elect the six persons named in the accompanying proxy statement to the Board of Directors of the Company; |
| 2. | To approve an amendment to the Lightbridge Corporation 2020 Omnibus Incentive Plan to increase the number of shares of common stock available for issuance thereunder from 1,800,000 to 2,500,000; |
| 3. | To approve, on an advisory basis, our executive compensation; |
| 4. | To ratify the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and; |
| 5. | To transact such other business as may properly come before the annual meeting or any adjournment thereof. |
If you owned our common stock at the close of business on February 28, 2024, you may attend and vote at the annual meeting.
The annual meeting will be a completely virtual meeting of stockholders, which will be conducted solely online via live webcast. You will be able to attend and participate in the annual meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.virtualshareholdermeeting.com/LTBR2024 as described in the accompanying proxy statement. You will need to have your 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials to join the annual meeting. There will be no physical location for stockholders to attend, and you will not be able to attend the annual meeting in person.
Your vote is important. Whether or not you plan to attend the virtual meeting, I hope that you will vote as soon as possible. You may vote your shares by either completing, signing, and returning the accompanying proxy card or casting your vote via a toll-free telephone number or over the Internet.
Sincerely,
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 19, 2024 This Notice, our proxy statement and our 2023 Annual Report are available online at http://materials.proxyvote.com/53224K
TABLE OF CONTENTS
| PROXY STATEMENT SUMMARY | ii |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 1 |
| DIRECTORS AND EXECUTIVE OFFICERS | 7 |
| CORPORATE GOVERNANCE | 12 |
| Corporate Governance Guidelines | 12 |
| The Board and Committees of the Board | 12 |
| Governance Structure | 12 |
| The Board’s Role in Risk Oversight | 12 |
| Clawback Policy | 13 |
| Independent Directors | 13 |
| Audit Committee | 13 |
| Compensation Committee | 14 |
| Governance and Nominating Committee | 14 |
| Code of Business Conduct and Ethics | 15 |
| Transactions with Related Persons | 15 |
| Stockholder Communication with the Board of Directors | 15 |
| EXECUTIVE COMPENSATION | 16 |
| Compensation Discussion and Analysis | 16 |
| Executive Summary | 16 |
| Objectives of Our Compensation Plan | 19 |
| Executive Compensation Elements | 21 |
| Employment Agreements | 23 |
| Tax Considerations | 24 |
| No Hedging, Pledging or Short Sales Transactions Permitted | 24 |
| Report of the Compensation Committee | 24 |
| 2023 Summary Compensation Table | 25 |
| Outstanding Equity Awards at Fiscal Year End | 26 |
| Potential Payments upon Termination or Change in Control | 26 |
| Equity Incentive Plans | 27 |
| Securities Authorized for Issuance under Equity Compensation Plans | 27 |
| Pay Versus Performance | 27 |
| Analysis of the Information Presented in the Pay Versus Performance Table | 29 |
| Director Compensation | 30 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 31 |
| REPORT OF THE AUDIT COMMITTEE | 32 |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 33 |
| PROPOSAL 2 – APPROVAL OF AN AMENDMENT OF THE LIGHTBRIDGE CORPORATION 2020 OMNIBUS INCENTIVE PLAN | 36 |
| PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 44 |
| PROPOSAL 4 – RATIFICATION OF INDEPENDENT AUDITORS | 45 |
| OTHER MATTERS | 46 |
| APPENDIX A LIGHTBRIDGE CORPORATION 2020 OMNIBUS INCENTIVE PLAN, AS AMENDED | A-1 |
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Table of Contents
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.