LIGHTBRIDGE Corp
For the period ended May 8, 2025. Filed Mar 24, 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.
May 8, 2025 · Filed Mar 24, 2025
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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 2025 ANNUAL MEETING OF
SHAREHOLDERS
MAY 8, 2025
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Fellow Stockholders:
On behalf of the Board of Directors, I invite you to join our 2025 Annual Meeting of Stockholders on Thursday, May 8, 2025 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 May 8, 2025. 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.
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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 MAY 8, 2025
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, May 8, 2025 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 Articles of Incorporation of the Company to increase the number of authorized shares of common stock from 25,000,000 to 100,000,000; |
| 3. | 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 2,500,000 to 5,000,000; |
| 4. | To approve, on an advisory basis, our executive compensation; |
| 5. | 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, 2025; and; |
| 6. | 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 March 12, 2025, you may attend and vote at the annual meeting. |
Implementing the amendment to the 2020 Omnibus Incentive Plan is conditioned upon the approval and implementation of the amendment to the Articles of Incorporation. Other than as described, none of the other proposals are conditioned upon the approval of another.
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/LTBR2025 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.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 8, 2025 This Notice, our proxy statement and our 2024 Annual Report are available online at http://materials.proxyvote.com/53224K
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TABLE OF CONTENTS
| PROXY STATEMENT SUMMARY | 3 | ||
|---|---|---|---|
| Annual Meeting Agenda | 3 | ||
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 4 | ||
| DIRECTORS AND EXECUTIVE OFFICERS | 10 | ||
| Summary of Qualifications of Directors | 15 | ||
| CORPORATE GOVERNANCE | 16 | ||
| Corporate Governance Guidelines | 16 | ||
| The Board and Committees of the Board | 16 | ||
| Governance Structure | 16 | ||
| The Board’s Role in Risk Oversight | 16 | ||
| Clawback Policy | 17 | ||
| Insider Trading Policy | 17 | ||
| Equity Awards Processes | 17 | ||
| Independent Directors | 18 | ||
| Audit Committee | 18 | ||
| Compensation Committee | 19 | ||
| Governance and Nominating Committee | 19 | ||
| Code of Business Conduct and Ethics | 20 | ||
| Transactions with Related Persons | 20 | ||
| Stockholder Communication with the Board of Directors | 20 | ||
| EXECUTIVE COMPENSATION | 21 | ||
| Compensation Discussion and Analysis | 21 | ||
| Executive Summary | 21 | ||
| Objectives of Our Compensation Plan | 23 | ||
| Executive Compensation Elements | 25 | ||
| Employment Agreements | 28 | ||
| Tax Considerations | 28 | ||
| No Hedging, Pledging or Short Sales Transactions Permitted | 29 | ||
| Trading Plan Arrangements | 29 | ||
| Compensation Committee Report | 29 | ||
| 2024 Summary Compensation Table | 29 | ||
| Outstanding Equity Awards at Fiscal Year End | 31 | ||
| Potential Payments upon Termination or Change in Control | 31 | ||
| Equity Incentive Plans | 32 | ||
| Securities Authorized for Issuance under Equity Compensation Plans | 32 | ||
| Pay Versus Performance | 32 | ||
| Analysis of the Information Presented in the Pay Versus Performance Table | 35 | ||
| Director Compensation | 36 | ||
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 38 | ||
| REPORT OF THE AUDIT COMMITTEE | 40 | ||
| PROPOSAL 1 - ELECTION OF DIRECTORS | 41 | ||
| Nominees | 41 | ||
| General Information | 41 | ||
| Director Qualifications | 41 | ||
| Qualifications, Attributes, Skills, and Experience to be Represented on the Board as a Whole | 42 | ||
| PROPOSAL 2 - APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED COMMON SHARES FROM 25,000,000 TO 100,000,000 | 43 | ||
| Outstanding Shares | 43 | ||
| Shares of Common Stock and Stock Equivalents Outstanding | 43 | ||
| Purpose of the Proposal | 43 | ||
| Rights of Additional Authorized Shares | 44 | ||
| Potential Adverse Effects of Increase in Authorized Common Stock | 44 | ||
| Vote Required and Board Recommendation | 44 | ||
| PROPOSAL 3 – APPROVAL OF AMENDMENT TO THE LIGHTBRIDGE CORPORATION 2020 OMNIBUS INCENTIVE PLAN | 45 | ||
| PROPOSAL 4 - ADVISORY VOTE ON EXECUTIVE COMPENSATION | 54 | ||
| PROPOSAL 5 - RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS | 55 | ||
| Independent Registered Public Accounting Firm’s Fees | 55 | ||
| Pre-Approval Policies and Procedures | 55 | ||
| OTHER MATTERS | 56 | ||
| Stockholder Proposals for the 2026 Annual Meeting | 56 | ||
| Other Business | 56 | ||
| APPENDIX A LIGHTBRIDGE CORPORATION PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION | A-1 | ||
| APPENDIX B LIGHTBRIDGE CORPORATION 2020 OMNIBUS INCENTIVE PLAN, AS AMENDED | A-2 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.