Item 5.07
Submission of Matters to a Vote of Security Holders.
Westwater Resources, Inc. (the
Company
) held its 2018 Annual Meeting of Stockholders (the
Annual Meeting
) on April 19, 2018. The total number of shares of the Companys common stock voted in person or by proxy at the Annual Meeting was 19,254,268, representing approximately 68.9% of the 27,929,584 shares issued and outstanding and entitled to vote at the Annual Meeting and constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each matter is set out below.
Proposal 1.
Issuance of shares of common stock pursuant to the Arrangement Agreement
With the support of approximately 50.2% of the votes cast on the proposal, the stockholders approved the issuance of 14,133,593 shares of the Companys common stock in accordance with the terms of the Arrangement Agreement, dated December 13, 2017, with Alabama Graphite Corp., and the Plan of Arrangement attached thereto. The voting results were as follows:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
3,311,966
|
|
3,288,761
|
|
71,423
|
|
12,582,118
|
|
Proposal 2.
Election of Directors
The stockholders elected all five nominees at the Annual Meeting to serve as directors until the Companys Annual Meeting of Stockholders in 2019. The voting results were as follows:
Nominee
|
|
For
|
|
Withheld
|
|
Broker Non-Votes
|
|
Terence J. Cryan
|
|
3,646,530
|
|
3,025,620
|
|
12,582,118
|
|
Christopher M. Jones
|
|
3,593,698
|
|
3,078,452
|
|
12,582,118
|
|
Marvin K. Kaiser
|
|
3,585,189
|
|
3,086,961
|
|
12,582,118
|
|
Tracy D. Pagliara
|
|
3,678,590
|
|
2,993,560
|
|
12,582,118
|
|
Patrick K. Burke
|
|
3,124,142
|
|
3,548,008
|
|
12,582,118
|
|
Proposal 3.
Ratification of the Appointment of the Independent Registered Public Accountants
The stockholders ratified the appointment of Moss Adams LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2018. The voting results were as follows:
For
|
|
Against
|
|
Abstain
|
|
17,872,193
|
|
510,431
|
|
871,644
|
|
Proposal 4.
Advisory Approval of the Compensation of the Named Executive Officers
The stockholders voted on advisory approval of the compensation of the Companys named executive officers. The voting results were as follows:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
3,028,205
|
|
3,389,536
|
|
254,409
|
|
12,582,118
|
|
2