WESTWATER RESOURCES, INC.
For the period ended May 27, 2025. Filed Apr 1, 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 27, 2025 · Filed Apr 1, 2025
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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:
| ☐ | 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 |
WESTWATER RESOURCES, INC.
(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 the boxes that apply):
| ☒ | 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. |
| | | Westwater Resources, Inc.6950 S. Potomac Street, Suite 300Centennial, Colorado 80112 |
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NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To the stockholders of Westwater Resources, Inc.:
We will hold our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) in virtual format only onTuesday, May 27, 2025, at 8:00 a.m., mountain daylight time at www.cesonlineservices.com/wwr25_vm. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/wwr25_vm by no later than 8:00 a.m., mountain daylight time, on Monday, May 26, 2025. At the virtual meeting, the stockholders will consider and vote upon the following matters:
| 1. | Elect as directors the five nominees named in the accompanying proxy statement. |
| 2. | Approve four amendments to our 2013 Omnibus Incentive Plan, as amended (“Incentive Plan”), (a) to increase the authorized number of shares of common stock available and reserved for issuance under such Plan by 20,000,000 shares, (b) to change the limit on the number of shares of stock that may be granted in a calendar year to any eligible person to a formulaic standard based upon a maximum multiple of base cash compensation and to provide the Committee that administers the Incentive Plan with the discretion to determine the specific number of shares that may be granted in a calendar year to any eligible person, (c) to allow a Grantee under the Incentive Plan to authorize the Company to withhold shares of Stock for satisfying any federal, state or local tax withholding requirements at percentages equal to or more than the statutory minimum, up to the statutory maximum; and (d) to allow for shares of Stock deducted from or delivered by a Grantee under the Incentive Plan to satisfy any federal, state or local tax withholding requirements to be available again for issuance under the Incentive Plan. |
| 3. | Hold an advisory vote to approve of our executive compensation. |
| 4. | Ratify the appointment of Moss Adams LLP as our independent registered public accountant for 2025. |
| 5. | Approve the issuance of 20% or more of the Company’s common stock pursuant to the Purchase Agreement with Lincoln Park Capital Fund, LLC. |
| 6. | Transact such other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
The Board has fixed the close of business on Monday, March 31, 2025, 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. Beginning this year, we are furnishing our proxy materials, including the proxy statement, a proxy card or voting instruction card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, to our stockholders via the Internet. Accordingly, on or before April 11, 2025, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed by intermediaries to our stockholders as of the record date, containing instructions on how to access the proxy materials via the Internet or request proxy materials in printed form, and how to vote your shares.
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. For more information about the virtual-only meeting format, please see “How do I attend a Virtual Annual Meeting?” on page 2 and “Is the Annual Meeting virtual?” on page 3 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 provided in the Notice – voting by proxy can occur via the telephone, over the Internet, or by mail if a paper proxy card is requested.
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 vote by following the instructions on the Notice. Your vote is important.
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| | By Order of the Board of Directors, |
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| | /s/ JOHN W. LAWRENCE |
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| | John W. Lawrence, Corporate Secretary |
Centennial, Colorado
April 1, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 27, 2025: The Notice of Annual Meeting, Proxy Statement and 2024 Annual Report to Stockholders are available at www.investorvote.com/WWR
2025 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 2024 Annual Report before you vote. This proxy statement is being made available to stockholders on or about Friday, April 11, 2025.
2025 ANNUAL MEETING OF STOCKHOLDERS
| Date and Time: | | Tuesday, May 27, 2025, at 8:00 a.m., mountain daylight time |
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| Record Date: | | Monday, March 31, 2025 |
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| Location: | | Via a live webcast at www.cesonlineservices.com/wwr25_vmThere will be no physical location for this Annual Meeting |
VOTING MATTERS AND BOARD RECOMMENDATIONS
| Matter | Board Recommendation | |||
| 1. | | Election of five nominees to our Board of Directors (page 6) | | FOR each Director Nominee |
| 2. | | Approve four amendments to the 2013 Omnibus Incentive Plan, as amended (“Incentive Plan”), (a) to increase the authorized number of shares of common stock available and reserved for issuance under the Incentive Plan by 20 million shares; (b) to change the limit on the number of shares of stock that may be granted in a calendar year to any eligible person to a formulaic standard based upon a maximum multiple of base cash compensation and to provide the Committee that administers the Incentive Plan with the discretion to determine the specific number of shares that may be granted in a calendar year to any eligible person; (c) to allow a Grantee under the Plan to authorize the Company to withhold shares of Stock for satisfying any federal, state or local tax withholding requirements at percentages equal to or more than the statutory minimum, up to the statutory maximum; and (d) to allow for shares of Stock deducted from or delivered by a Grantee under the Incentive Plan to satisfy any federal, state or local tax withholding requirements to be available again for issuance under the Incentive Plan (page 19) | | FOR |
| 3. | | Advisory vote to approve our executive compensation (page 27) | | FOR |
| 4. | | Ratification of the appointment of Moss Adams LLP as our independent registered public accounting firm for 2025 (page 47) | | FOR |
| 5. | | Approve the issuance of 20% or more of the Company’s common stock pursuant to the Purchase Agreement with Lincoln Park Capital Fund, LLC (page 48) | | FOR |
DIRECTORS OF THE COMPANY AND 2025 NOMINEES FOR DIRECTOR
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| · · · · · · · · · · Committees · · | ||||||
| · · · · · · · · · · Nominating · · Safety, | ||||||
| · · · · Director · · · · · · and Corporate · · and | ||||||
| Name | Age | Since | Audit | Compensation | Governance | Sustainability |
| Terence J. Cryan+ | 62 | 2017; 2006-16 | | x | ||
| Frank Bakker# | 60 | 2023 | Ch. | |||
| Tracy D. Pagliara* | 62 | 2017 | x | x | Ch. | |
| Karli S. Anderson* | 51 | 2018 | x | Ch. | x | |
| Deborah A. Peacock* | 68 | 2020 | Ch. | x | x | |
| + | Mr. Cryan was an Independent Director through February 25, 2022. He became Executive Chairman on February 26, 2022, and as a result, he 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 & Chief Executive Officer. Mr. Bakker is not an Independent Director. |
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| * | Independent Director. |
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