2025 ANNUAL MEETING OF STOCKHOLDERS
This proxy statement is furnished in connection with the solicitation of proxies by Westwater Resources, Inc. (“Westwater” or the “Company”) on behalf of its Board of Directors (the “Board”) for the 2025 Annual Meeting of Stockholders (“Annual Meeting”).
Questions and Answers About the Annual Meeting
| Q: | Why did I receive a Notice of Internet Availability of Proxy Materials in the mail? |
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| A: | You received in the mail a Notice of Internet Availability of Proxy Materials because you have been identified as a holder of the Company’s common stock as of the close of business on Monday, March 31, 2025, the record date for the Annual Meeting (the “Record Date”). This proxy statement, the proxy card, and our 2024 Annual Report containing our consolidated financial statements and other financial information for the year ended December 31, 2024, constitute the “Proxy Materials.” The Board is soliciting your proxy to vote at the Annual Meeting or at any later meeting if the Annual Meeting is adjourned or postponed for any reason. Your proxy will authorize each of Terence J. Cryan and Frank Bakker as proxies to vote on your behalf at the Annual Meeting. By use of a proxy, you can vote whether or not you attend the Annual Meeting. |
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This proxy statement describes the matters to be acted upon at the Annual Meeting, provides information on those matters, and provides information about the Company that we must disclose when we solicit your proxy.
Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), we have elected to provide access to our Proxy Materials over the internet. We believe that internet delivery of our Proxy Materials allows us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials, which we refer to as the “Notice,” to our stockholders (including beneficial owners) as of the Record Date. Our stockholders who receive the Notice will have the ability to access the Proxy Materials on a website referred to in the Notice or request to receive a printed set of the Proxy Materials. The Notice contains instructions on how to access the Proxy Materials over the internet or to request a printed copy. In addition, stockholders may request to receive Proxy Materials in printed form by mail or electronically by email on an ongoing basis by following the instructions on the Notice. Please note that you may not vote using the Notice. The Notice identifies the items to be voted on at the Annual Meeting and describes how to vote, but you cannot vote by marking the Notice and returning it.
| Q: | When is the Annual Meeting? |
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| A: | The Annual Meeting will take place on Tuesday, May 27, 2025, at 8:00 a.m., mountain daylight time. |
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| Q: | How do I attend a Virtual Annual Meeting? |
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| A: | To make participation accessible for stockholders from any geographic location, we are holding the Annual Meeting in a virtual only meeting format. You will not be able to attend the Annual Meeting at a physical location. If you are a registered stockholder or beneficial owner of common stock holding shares at the close of business on the Record Date, you may attend the Annual Meeting by visiting www.cesonlineservices.com/wwr25_vm at least 24 hours before the Annual Meeting begins and pre-registering by entering the control number found on your Notice or voter instruction form, as applicable. If you do not pre-register or you are not a stockholder, you will not be able to attend the meeting. You may log into www.cesonlineservices.com/wwr25_vm, beginning at 7:30 a.m. mountain daylight time on Tuesday, May 27, 2025. The Annual Meeting will begin promptly at 8:00 a.m. mountain daylight time on May 27, 2025. If you experience any technical difficulties during the Annual Meeting, a toll-free number will be available for assistance and will be located in the reminder email message you will receive prior to the meeting. |
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| Q: | What are holders of common stock being asked to vote on? |
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| A: | Holders of common stock are being asked to: |
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| ·Proposal 1: | | Elect as directors the five nominees named in this proxy statement. |
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| ·Proposal 2: | | Approve an amendment to the Westwater Resources, Inc. 2013 Omnibus Incentive Plan, as amended (the “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 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 for or delivered by a Grantee to satisfy any federal, state or local tax withholding requirements to be available again for issuance under the Incentive Plan. |
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| ·Proposal 3: | | Approve, on an advisory basis, our executive compensation. |
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| ·Proposal 4: | | Ratify the appointment of Moss Adams LLP as our independent registered public accountant for 2025. |
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| ·Proposal 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. |
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In addition, we may consider such other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
| Q: | Who is eligible to vote at the Annual Meeting? |
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| A: | Holders of common stock as of the close of business on the Record Date, or their duly authorized proxy holders, are eligible to vote. As of the close of business on the Record Date, there were 72,096,540 shares of common stock outstanding and entitled to vote at the Annual Meeting. |
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If you are the beneficial owner of shares held in “street name” (that is, if you hold your shares through a broker, bank or other holder of record), you need to direct that organization to vote those shares on your behalf or obtain an authorization from them and vote the shares for yourself at the meeting.
| Q: | How many votes do stockholders have? |
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| A: | Holders of common stock are entitled to cast one vote on each proposal properly brought before the Annual Meeting for each share of common stock that such holder owned at the close of business on the Record Date. |
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As of March 20, 2025, directors and executive officers of the Company as a group beneficially owned and were entitled to vote 2,757,292 shares of common stock, representing approximately 3.86% of the shares of common stock entitled to vote at the Annual Meeting. All of the directors and executive officers of the Company who are entitled to vote at the Annual Meeting have advised the Company that they intend to vote their shares of common stock in favor of each of the proposals, although such persons have not entered into agreements obligating them to do so.
| Q: | What vote is required to approve each of the proposals? |
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| A: | Assuming a quorum is present: |
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| ● | Election of Directors: For Proposal 1, directors are elected by a plurality of the votes cast, and the five nominees for director who receive the most FOR votes at the Annual Meeting in person or by proxy will be elected to the Board. Abstentions, “broker non-votes” and shares that are voted “withhold” in regard to a director nominee will not be counted toward such nominee’s election and will have no effect on the outcome of the election. |
| ● | All Other Proposals: For the other proposals and any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting, the affirmative vote of a majority of the votes cast on such proposals or other business at the Annual Meeting in person or by proxy is required for approval. Abstentions and “broker non-votes” are not treated as cast either for or against any such proposals or other business, and therefore will not affect the outcome of the vote. |
| Q: | What constitutes a quorum for the Annual Meeting? |
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| A: | The presence in person or by proxy of the holders of one-third of the shares issued and outstanding and entitled to be cast at the Annual Meeting constitutes a quorum under the Company’s bylaws. The Company will treat shares of common stock represented by a properly signed and returned proxy, including abstentions and broker non-votes, as present at the Annual Meeting for the purposes of determining the existence of a quorum. If a quorum is not present, the holders of record of a majority of such shares present and entitled to vote may adjourn the Annual Meeting until a quorum is obtained. |
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| Q: | Is the Annual Meeting Virtual? |
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| A: | The Annual Meeting will be conducted in a virtual-only meeting format. Only stockholders who pre-register for the Annual Meeting by entering the control number found on their Notice or voter instruction form, as applicable, may vote at the Annual Meeting. |
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| Q: | How does the Board recommend that I vote? |
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| A: | The Board unanimously recommends that you vote “FOR” each director nominee (Proposal 1), and “FOR” each of the other proposals (Proposals 2, 3, 4, and 5). |
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| Q: | What happens if I don’t vote? |
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| A: | If you are the beneficial owner of shares held in “street name” (that is, if you hold your shares through a broker, bank or other holder of record), the broker, bank or other holder of record who holds your shares of common stock will have authority to vote on “routine” proposals, including the ratification of the appointment of Moss Adams LLP as our independent registered public accountants for 2025 (Proposal 4). |
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However, if you have not submitted voting instructions to the broker, bank or other nominee, the banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to non-routine matters, including the election of directors (Proposal 1), the approval of the four amendments to the Westwater Resources, Inc. 2013 Omnibus Incentive Plan (Proposal 2), the advisory approval of our executive compensation (Proposal 3), and the issuance of 20% or more of the Company’s common stock pursuant to the Purchase Agreement with Lincoln Park Capital Fund, LLC (Proposal 5). As a result, absent specific instructions from the beneficial owner of such shares, brokers, banks or other holders of record are not empowered to vote such shares on non-routine matters, which we refer to as a “broker non-vote.” The effect of not instructing your broker, bank or other holder of record regarding how you wish your shares to be voted is that your shares will NOT be counted as “FOR” or “AGAINST” for these non-routine matters, and will NOT have an effect on Proposals 1, 2, 3 or 5.
No matter how many or few shares you own you are encouraged to vote and have your voice heard.
| Q: | What do I need to do now? |
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| A: | After carefully reading and considering the information contained in this proxy statement, please vote promptly by calling the toll-free number listed on your Notice, accessing the Internet website listed on your Notice or by completing, signing and dating a paper proxy card, if you have requested one, and returning it by mail in the enclosed postage-paid envelope. |
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If you hold your stock in “street name” through a bank or broker, you must direct your bank or broker to vote in accordance with the instructions you have received from your bank or broker. Submitting your proxy by telephone, Internet or mail or directing your bank or broker to vote your shares will ensure that your shares are represented and voted at the Annual Meeting. For information on how to vote your shares at a virtual Annual Meeting, see*“How do I attend a Virtual Annual Meeting?”* and*“Is the Annual Meeting Virtual”* in the Questions and Answers portion of this Proxy Statement.
| A: | Stockholders of record may vote, either in person or by proxy, through the following methods: |
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| ● | Via the Internet: You may vote by proxy via the Internet by following the instructions on the Notice. You will be asked to provide the company number and control number from the Notice. |
| ● | By Telephone: You may vote by proxy by calling the toll-free number found on the Notice. You will be asked to provide the company number and control number from the Notice. |
| ● | By Mail: You may vote by mail by completing and mailing in a paper proxy card, which you may request by following the instructions contained in the Notice. |
If you are a beneficial owner of shares held in “street name” (that is, if you hold your shares through a broker, bank or other holder of record), you can vote in one of three ways:
| ● | Via the Internet: You may vote by proxy via the Internet by following the instructions on the voting instruction form received from your broker, bank or other holder of record. |
| ● | By Telephone: You may vote by proxy by calling the toll-free number found on the voting instruction form. |
| ● | By Mail: You may vote by proxy by filling out the voting instruction form and sending it back in the envelope provided. |
| Q: | How will my proxy be voted? |
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| A: | All shares of common stock represented at the Annual Meeting by properly submitted proxies, including by voting over the telephone or over the Internet, will be voted in accordance with the instructions indicated on those proxies. If you hold shares in your name and submit a proxy by telephone or over the Internet or sign and return a proxy card (if you have requested one) without giving specific voting instructions, your shares will be voted “FOR” each director nominee (Proposal 1), and “FOR” each of the other proposals (Proposals 2, 3, 4, and 5). |
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| Q: | If my broker holds my shares in “street name,” will my broker automatically vote my shares for me? |
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| A: | No. If you do not provide your broker with instructions on how to vote your “street name” shares, your broker will not be permitted to vote on non-routine matters on your behalf. You should therefore be sure to provide your broker with instructions on how to vote your shares, following the directions your broker provides to you. Please check the voting instruction form used by your broker to see if the broker offers telephone or Internet voting. |
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All stockholders are urged to have their voices heard on these important matters – please vote your shares today.
| Q: | Can I attend the virtual Annual Meeting and vote my shares in person? |
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| A: | Yes. All stockholders, including stockholders of record and stockholders who hold their shares through banks, brokers, custodians or any other record holder, are invited to attend the virtual Annual Meeting. Holders of record of common stock as of the Record Date can vote in person at the virtual Annual Meeting by visiting www.cesonloneservices.com/wwr25_vm at least 24 hours before the Annual Meeting and pre-registering by entering the control number found on your Notice. If you are not a stockholder of record, you must obtain a valid legal proxy, executed in your favor, from the record holder of your shares, such as a bank, broker, custodian or other record holder, to be able to vote in person at the virtual Annual Meeting. |
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| Q: | What does it mean if I receive more than one Notice or set of materials? |
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| A: | This means you own shares of the Company that are registered under different names. For example, you may own some shares directly as a stockholder of record and other shares through a broker, or you may own shares through more than one broker. In these situations, you will receive multiple Notices or sets of Proxy Materials. You must follow the instructions for voting procedures on each of the Notices you receive in order to vote all of the shares you own. |
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| Q: | What can I do if I want to change or revoke my vote? |
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| A: | You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by attending the virtual Annual Meeting and voting in person, or if you are a holder of record, by giving written notice of revocation to the Company prior to the time the meeting begins. Written notice of revocation should be mailed to: Westwater Resources, Inc., Attention: Corporate Secretary, 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112. |
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If you hold your shares in “street name,” and wish to change or revoke your vote, please refer to the information on the voting instruction form forwarded to you by your bank, broker, custodian or other record holder to see your voting options.
| Q: | Whom should I call if I have questions about the Annual Meeting? |
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| A: | You should contact Christopher Rice, our proxy solicitor at Morrow Sodali, at 800 662-5200 or at WWR@info.morrowsodali.com, or contact John W. Lawrence, our Corporate Secretary, at 303-531-0516 or at john.lawrence@wwr.net. |
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