UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ______)
Filed by
the Registrant [X]
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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to § 240.14a
-12
URANERZ ENERGY
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 the appropriate box):
|
[X]
|
No fee required
|
|
[ ]
|
Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
(1)
|
Title of each class of securities to which transaction
applies:
|
|
|
|
|
|
|
(2)
|
Aggregate number of securities to which transaction
applies:
|
|
|
|
|
|
|
(3)
|
Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
|
|
|
|
|
|
|
(4)
|
Proposed maximum aggregate value of
transaction:
|
|
|
|
|
|
|
(5)
|
Total fee paid:
|
|
[ ]
|
Fee paid previously with
preliminary materials.
|
1
|
[ ]
|
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
|
|
|
(1)
|
Amount Previously Paid:
|
|
|
|
|
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
|
|
|
|
|
|
(3)
|
Filing Party:
|
|
|
|
|
|
|
(4)
|
Date Filed:
|
2
URANERZ ENERGY
CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To all Stockholders of Uranerz Energy Corporation:
You are invited to attend the 2014 Annual Meeting of
Stockholders (the
“
Annual Meeting
”)
of Uranerz
Energy Corporation (the
“
Company
”
). The Annual
Meeting will be held at the Casper Petroleum Club, 1301 Wilkins Circle, Casper,
Wyoming, U.S.A., 82601 on Wednesday, June 11, 2014 , at 9:30 a.m. Mountain
Daylight Time
(
“MDT”
).
The purposes of the meeting
are:
|
1.
|
To elect the Nominees to the Company’s Board of Directors
to serve until the Company’s 2015 Annual Meeting of Stockholders or until
successors are duly elected and qualified; the following are nominees for
election as Directors: Glenn Catchpole, Dennis Higgs, Paul Goranson, Paul
Saxton, Gerhard Kirchner, Peter Bell, and Arnold Dyck;
|
|
|
|
|
2.
|
To ratify the appointment of the Company’s independent
registered public accounting firm, Manning Elliott LLP, for the fiscal
year ending December 31, 2014;
|
|
|
|
|
3.
|
To conduct an advisory vote on the compensation of our
named executive officers; and
|
|
|
|
|
4.
|
To conduct any other business that may properly come
before the Annual Meeting.
|
The Board of Directors has fixed April 22, 2014 as the record
date for the Annual Meeting. Only stockholders of the Company of record at the
close of business on that date will be entitled to notice of, and to vote at,
the Annual Meeting. A list of stockholders as of April 22, 2014 will be
available at the Annual Meeting for inspection by any stockholder. Stockholders
will need to register at the meeting to attend and vote at the meeting. If your
shares of common stock are not registered in your name, you will need to obtain
a proxy from the broker, bank or other institution that holds your shares of
common stock in order to register to attend and vote. You should ask the broker,
bank or other institution that holds your shares to provide you with a proxy to
vote your shares of common stock at the Annual Meeting. Please bring that
documentation to the meeting.
IMPORTANT
Whether or not you expect to attend the Annual Meeting, please
sign and return the enclosed proxy promptly. If you decide to attend the
meeting, you may, if you wish, revoke the proxy and vote your shares of common
stock in person. The Company’s Proxy Statement for the 2014 Annual Meeting of
Stockholders and the Company’s Annual Report for the fiscal year ended December
31, 2013 are available at
http://www.uranerz.com/s/2014annualmeeting.asp.
By Order of the Board of Directors
,
/s/ Sandra R. MacKay
Sandra R. MacKay
Corporate
Secretary
Uranerz Energy Corporation
April 29, 2014
3
THIS PAGE INTENTIONALLY LEFT BLANK
4
TABLE OF CONTENTS
5
|
URANERZ ENERGY
CORPORATION
|
|
1701 EAST “E” STREET • P.O. BOX 50850
|
|
CASPER • WYOMING
• USA • 82605-0850
|
|
|
|
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
|
|
|
|
To Be Held
June 11, 2014
|
Unless the context requires otherwise, references in this
statement to
“Uranerz Energy”
,
“Uranerz”
, the
“Company”
,
“we”
,
“us”
or
“our”
refer to Uranerz Energy Corporation.
The Annual Meeting of Stockholders of Uranerz Energy (the
“Annual Meeting”
) will be held at the Casper Petroleum Club, 1301
Wilkins Circle, Casper, Wyoming, U.S.A., 82601 on Wednesday, June 11, 2014, at
9:30 a.m. Mountain Daylight Time (
“MDT”
).
We are providing the enclosed proxy materials and form of proxy
in connection with the solicitation by the Company’s Board of Directors (the
“Board”
) of proxies for this Annual Meeting. The Company
anticipates that this Proxy Statement and the form of proxy will first be mailed
to holders of the Company’s shares of common stock (the Company’s shares of
common stock will be referred to as
“shares”
and the whole class
of common stock referred to as the
“common stock”
) on or about
April 30, 2014. A notice of the availability of this Proxy Statement and the
form of proxy will first be mailed to holders of the Company’s common stock on
or about this date.
You are invited to attend the Annual Meeting at the above
stated time and location. If you plan to attend and your shares are held in
“street name” – in an account with a bank, broker or other nominee – you must
obtain a proxy issued in your name from such broker, bank or other nominee.
You can vote your shares by completing and returning the proxy
card or, if you hold shares in “street name,” by completing the voting form
provided by the broker, bank or other nominee.
A returned signed proxy card without an indication of how
shares should be voted will be voted
“FOR”
the election of
all nominees, “
FOR”
the ratification of the appointment of
the Company’s independent registered public accounting firm, and
“FOR”
the resolution approving the compensation of our named executive
officers as disclosed in this Proxy Statement.
Our corporate bylaws define a quorum as one-third of the voting
power of the issued and outstanding voting stock present in person or by proxy.
The Company’s Articles of Incorporation do not allow cumulative voting for
directors. The nominees who receive the most votes will be elected. An
affirmative vote of a simple majority of the shares present, whether in person
or by proxy, is required to ratify the appointment of the Company’s independent
registered public accounting firm and to approve the advisory resolution
approving the compensation of our named executive officers.
6
QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS AND
VOTING
Why am I receiving this Proxy Statement and proxy
card?
You are receiving this Proxy Statement and proxy card because
you were a stockholder of record at the close of business on April 22, 2014 and
are entitled to vote at the Annual Meeting. This Proxy Statement describes
issues on which the Company would like you, as a stockholder, to vote. It
provides information on these issues so that you can make an informed decision.
You do not need to attend the Annual Meeting to vote your shares.
When you sign the proxy card you appoint Glenn Catchpole, Chief
Executive Officer of the Company, and Dennis Higgs, Executive Chairman of the
Board of the Company, as your representatives at the Annual Meeting. As your
representatives, they will vote your shares at the Annual Meeting (or any
adjournments or postponements) in accordance with your instructions on your
proxy card. With proxy voting, your shares will be voted whether or not you
attend the Annual Meeting. Even if you plan to attend the Annual Meeting, it is
a good idea to complete, sign and return your proxy card in advance of the
Annual Meeting just in case you change your plans.
If an issue comes up for vote at the Annual Meeting (or any
adjournments or postponements) that is not described in this Proxy Statement,
your representatives will vote your shares, under your proxy, in their
discretion, subject to any limitations imposed by law.
When is the record date?
The Board has fixed April 22, 2014 as the record date for the
Annual Meeting. Only holders of the Company’s common stock as of the close of
business on that date will be entitled to vote at the Annual Meeting.
How many shares are outstanding?
As of April 22, 2014, the Company had 86,154,806 shares of
common stock issued and outstanding. The Company’s common stock is the only
outstanding voting security of the Company.
What am I voting on?
You are being asked to vote on the following:
-
the election of the seven (7) nominees to the Company’s Board to serve
until the Company’s 2015 annual meeting of stockholders or until successors
are duly elected and qualified. The following are nominees for election as
Directors: Glenn Catchpole, Dennis Higgs, Paul Goranson, Paul Saxton, Gerhard
Kirchner, Peter Bell and Arnold Dyck;
-
the ratification of the appointment of the Company’s independent registered
public accounting firm, Manning Elliott LLP, for the fiscal year 2014;
-
to conduct an advisory, non-binding vote on the compensation of our named
executive officers; and
-
any other business that may properly come before the meeting.
7
How many votes do I get?
Each share is entitled to one vote. No cumulative rights are
authorized, and dissenters’ rights are not applicable to any of the matters
being voted upon.
The Board recommends a vote
“
FOR”
the
election of all Directors,
“
FOR”
the ratification of the
appointment of the Company’s independent registered public accounting firm, and
“
FOR”
the resolution approving the compensation of our
named executive officers as disclosed in this Proxy Statement.
How do I vote?
You have several voting options. You may vote by:
-
signing your proxy card and mailing it in the enclosed, prepaid and
addressed envelope;
-
signing and faxing your proxy card to our transfer agent, Corporate Stock
Transfer, for proxy voting, to the fax number provided on the proxy card;
-
voting over the internet by following the procedures provided on the proxy
card; or
-
attending the Annual Meeting and voting in person.
If your shares are held in an account with a brokerage firm,
bank, dealer, or other similar organization, then you are the beneficial owner
of shares held in “street name” and these proxy materials are being forwarded to
you by that organization. The organization holding your account is considered
the stockholder of record for purposes of voting at the Annual Meeting. As a
beneficial owner, you have the right to direct your broker, bank or other
nominee on how to vote the shares in your account. You are also invited to
attend the Annual Meeting. However, since you are not the stockholder of record,
you may not vote your shares in person at the Annual Meeting unless you request
and obtain a valid proxy card from your broker, bank, or other nominee.
Can stockholders vote in person at the Annual
Meeting?
The Company will pass out written ballots to anyone who wants
to vote at the Annual Meeting. If you hold your shares through a brokerage
account but do not have a physical share certificate, or the shares are
registered in someone else’s name, you must request a legal proxy from your
stockbroker or the registered owner to vote at the meeting.
What if I share an address with another stockholder and we
received only one copy of the proxy materials?
If certain requirements are met under relevant U.S. securities
law, including in some circumstances the stockholders’ prior written consent, we
are permitted to deliver one annual report and one proxy statement to a group of
stockholders who share the same address. If you share an address with another
stockholder and have received only one copy of the proxy materials, but desire
another copy, please send a written request to our offices at the address below
or call us at (604) 689-1659 to request another copy of the proxy materials.
Please note that each stockholder should receive a separate proxy card to vote
the shares they own.
8
Send requests to:
Uranerz Energy Corporation
Suite
1410 – 800 West Pender Street
Vancouver, B.C., Canada V6C 2V6
Attention:
Sandra R. MacKay, Corporate Secretary
What if I change my mind after I return my proxy?
You may revoke your proxy and change your vote at any time
before the polls close at the Annual Meeting. You may do this by:
-
signing another proxy with a later date and mailing it to the attention of:
Jason K. Brenkert, Inspector of Elections, at 1400 Wewatta Street, Suite 400,
Denver, Colorado, 80202, so long as it is received prior to 12:00 p.m. MDT on
June 10, 2014;
-
voting in person at the Annual Meeting; or
-
giving written notice of the revocation of your proxy to the Company’s
Corporate Secretary, Sandra R. MacKay, at Suite 1410 – 800 West Pender Street,
Vancouver, B.C., Canada V6C 2V6, prior to 12:00 p.m. MDT on June 10, 2014.
Beneficial stockholders should refer to the instructions
received from their broker, bank or intermediary or the registered holder of the
shares if they wish to change their vote.
How many votes do you need to hold the meeting?
To conduct the Annual Meeting, the Company must have a quorum,
which means that one-third of the outstanding voting shares of the Company as of
the record date must be present at the Annual Meeting. The common stock is the
only outstanding voting stock of the Company. Based on 86,154,806 shares
outstanding as of the record date of April 22, 2014, 28,718,269 shares must be
present in person or by proxy for the quorum to be reached. Your shares will be
counted as present at the Annual Meeting if you:
What if I abstain from voting?
Abstentions with respect to a proposal are counted for the
purposes of establishing a quorum. Since the Company’s bylaws state that matters
presented at a meeting of the stockholders must be approved by the majority of
the voting power of the voting shares present at the meeting, a properly
executed proxy card marked “
ABSTAIN”
with respect to a proposal
will have the same effect as voting “
AGAINST”
that proposal.
However, as described below, election of directors is by a plurality of the
votes cast at the meeting. A properly executed proxy card marked
“
WITHHELD”
with respect to the election of directors will not be
voted and will not count
“
FOR”
any of the nominees for
which the vote was withheld.
What effect does a broker non-vote have?
Brokers and other intermediaries holding shares in street name
for their customers are generally required to vote the shares in the manner
directed by their customers. If their customers do not give any direction,
brokers may vote the shares on routine matters, but not on non-routine matters.
Since the election of directors under this Proxy Statement is uncontested, the
election of directors is considered a non-routine matter and brokers are not
permitted to vote shares held in street name for their customers in relation to
this item of business. The approval of compensation for our executive officers
is also considered a non-routine matter and brokers may not vote shares held in
street name for their customers in relation to that item of business. The
ratification of the appointment of the Company’s independent registered public
accounting firm for the fiscal year of 2014 is considered a routine matter and
brokers will be permitted to vote shares held in street name for their
customers.
9
The absence of a vote on a non-routine matter is referred to as
a broker non-vote. Any shares represented at the Annual Meeting but not voted
(whether by abstention, broker non-vote or otherwise) will have no impact in the
election of directors, except to the extent that the failure to vote for an
individual results in another individual receiving a larger proportion of votes
cast for the election of directors. Any shares represented at the Annual Meeting
but not voted (whether by abstention, broker non-vote or otherwise) with respect
to the proposal to ratify the appointment of the independent registered public
accountant and the proposal to approve the compensation of our named executive
officers will have the same effect as a vote against such proposal.
How many votes are needed to elect directors?
The nominees for election as directors at the Annual Meeting
will be elected by a plurality of the votes cast at the meeting. A properly
executed proxy card marked “
WITHHELD”
with respect to the election
of directors will not be voted and will not count “
FOR”
or
“
AGAINST”
any of the nominees.
How many votes are needed to ratify the appointment of the
independent registered public accountant Manning Elliott LLP?
The ratification of the appointment of the independent
registered public accountant Manning Elliott LLP will be approved if a majority
of the voting power of the voting shares present at the meeting votes
“
FOR”
the proposal. A properly executed proxy card marked
“
ABSTAIN”
with respect to this proposal will have the same
effect as voting
“
AGAINST”
this proposal.
How many votes are needed to approve the advisory,
non-binding compensation for our executive officers?
The compensation for our named executive officers will be
approved, on an advisory, non-binding basis, if a majority of the voting power
of the voting shares present at the meeting votes
“
FOR
”
the proposal. A properly executed proxy card marked
“
ABSTAIN”
with respect to this proposal will have the same effect as voting
“
AGAINST”
this proposal.
Will my shares be voted if I do not sign and return my Proxy
Card?
If your shares are held through a brokerage account, your
brokerage firm, under certain circumstances and subject to certain legal
restrictions, may vote your shares, otherwise your shares will not be voted at
the meeting. See “What effect does a broker non-vote have?” above for a
discussion of the matters on which your brokerage firm may vote your shares.
If your shares are registered in your name and you do not sign
and return your proxy card, your shares will not be voted at the Annual
Meeting.
Where can I find the voting results of the meeting?
Within four (4) business days of the Annual Meeting, the
Company will file a current report on Form 8-K with the Securities and Exchange
Commission (
“SEC”
) announcing the voting results of the Annual
Meeting.
10
Who will pay for the costs of soliciting proxies?
The Company will bear the cost of soliciting proxies. In an
effort to have as large a representation at the meeting as possible, the
Company’s directors, officers and employees may solicit proxies by telephone or
in person in certain circumstances. These individuals will receive no additional
compensation for their services other than their regular compensation. Upon
request, the Company will reimburse brokers, dealers, banks, voting trustees and
their nominees who are holders of record of the Company’s Common Stock on the
record date for the reasonable expenses incurred in mailing copies of the proxy
materials to the beneficial owners of such shares.
When are stockholder proposals due for the 2015 annual
meeting of stockholders?
In order to be considered for inclusion in next year’s 2015
proxy statement, stockholder proposals must be submitted in writing to the
Company’s Corporate Secretary, Sandra R. MacKay, at Uranerz Energy Corporation,
Suite 1410, 800 West Pender Street, Vancouver, B.C., Canada V6C 2V6, and
received no later than January 1, 2015, provided that this date may be changed
in the event that the date of the annual meeting of stockholders to be held in
calendar year 2015 is changed by more than 30 days from the date of the annual
meeting of stockholders to be held in calendar year 2014. Such proposals must
also comply with the requirements as to form and substance established by the
SEC if such proposals are to be included in our proxy statement and form of
proxy.
Similarly, stockholder proposals not submitted for inclusion in
the proxy statement and received after March 15, 2015 will be considered
untimely pursuant to Rule 14a-5(e)(2) of the Securities Exchange Act of 1934, as
amended (the “
Exchange Act
”) provided that this date may be
changed in the event that the date of the annual meeting of stockholders to be
held in the calendar year 2015 is changed by more than 30 days from the date of
the Annual Meeting of stockholders to be held in calendar year 2014.
How can I obtain a copy of the 2013 Annual Report on Form
10-K?
The Company’s 2013 Annual Report on Form 10-K, including
financial statements, is available through the SEC’s website at
www.sec.gov.
At the written request of any stockholder who owns shares on
the record date, the Company will provide to such stockholder, without charge, a
paper copy of the Company’s 2013 Annual Report on Form 10-K as filed with the
SEC, including the financial statements, but not including exhibits
. If
requested, the Company will provide copies of the exhibits for a reasonable
fee.
Requests for additional paper copies of the 2013 Annual Report
on Form 10-K should be mailed to:
Uranerz Energy Corporation
Suite 1410 – 800 West Pender
Street
Vancouver, B.C., Canada V6C 2V6
Attention: Sandra R. MacKay,
Corporate Secretary
What materials accompany or are attached to this proxy
statement?
The following materials accompany this proxy statement:
|
|
1.
|
Form of proxy card; and
|
|
|
|
|
|
|
2.
|
The Company’s Annual Report on Form
10-K.
|
11
Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting
Under rules adopted by the SEC, we are now furnishing proxy
materials on the internet in addition to mailing paper copies of the materials
to each stockholder of record.
Instructions on how to access and review the
proxy materials on the internet can be found on the proxy card or voting
instruction form sent to stockholders of record
.
The 2013 Annual Report
and this Proxy Statement can be accessed on the Company’s website at
www.uranerz.com/s/2014annualmeeting.asp
. Directions for
attending the Annual Meeting can also be found at this website.
PROPOSAL 1 — ELECTION OF DIRECTORS
QUESTIONS AND ANSWERS
What is the current composition of the Board?
The current Board is composed of seven directors. The Company’s
current bylaws require the Board to have at least one and not more than twelve
directors.
Is the Board divided into classes? How long is the
term?
No, the Board is not divided into classes. All directors serve
one-year terms until the next annual meeting of stockholders or until their
successors are otherwise duly elected and qualified.
Who is standing for election this year?
The Board has nominated the following seven current Board
members for election at the 2014 Annual Meeting, to hold office until the 2015
Annual Meeting:
-
Glenn Catchpole
-
Dennis Higgs
-
Paul Goranson
-
Paul Saxton
-
Gerhard Kirchner
-
Peter Bell
-
Arnold Dyck
How are nominees elected?
Directors are elected by a plurality of the votes present in
person or represented by proxy and entitled to vote at the meeting.
The Board recommends a vote “
FOR”
each
of the nominees. All proxies executed and returned without an indication as to
how shares should be voted will be voted
“FOR”
the election
of all nominees.
12
INFORMATION ON THE BOARD OF DIRECTORS AND EXECUTIVE
OFFICERS
The following table sets forth certain information with respect
to our current directors, director nominees and executive officers. The term for
each director expires at our next annual meeting or until his or her successor
is appointed. The ages of the directors and executive officers are shown as of
May 1, 2014.
Name
|
Current Office
with
Company
|
Principal
Occupation
|
Director/Officer
Since
|
Age
|
Glenn Catchpole
|
Chief Executive Officer;
Director
|
Chief Executive Officer of Uranerz
Energy Corporation
|
March 1, 2005
|
70
|
Dennis Higgs
|
Executive Chairman;
Director
|
Executive Chairman of
the Board
of Uranerz Energy Corporation
|
May 26, 1999
|
56
|
Paul Goranson
|
President & Chief
Operating Officer;
Director
|
President & Chief Operating
Officer of Uranerz Energy
Corporation
|
December 2, 2013
|
52
|
Paul Saxton*
|
Director
|
President of Lincoln
Mining
Corporation
|
October 26, 2004
|
67
|
Gerhard
Kirchner*
|
Director
|
Member, Advisory Board,
Mindoro
Resources Limited
|
March 13, 2005
|
83
|
Peter Bell*
|
Director
|
President of Ezon
Healthtech
Corporation
|
May 10, 2006
|
79
|
Arnold J. Dyck*
|
Director
|
Retired
|
May 23, 2006
|
73
|
Benjamin Leboe
|
Senior Vice President,
Finance
& Chief Financial
Officer
|
Senior Vice
President, Finance &
Chief Financial Officer of Uranerz
Energy
Corporation
|
May 23, 2006
|
68
|
Sandra MacKay
|
Senior Vice President, Legal
& Corporate
Secretary
|
Senior Vice President, Legal &
Corporate Secretary of Uranerz
Energy Corporation
|
July 1, 2009
|
54
|
* Indicates that the director is “independent” in accordance
with Section 803A of the NYSE MKT Company Guide.
The following is a description of the business background of
the current directors, director nominees and executive officers of the
Company.
13
Mr. Glenn Catchpole
was appointed to the Board and
became our President and Chief Executive Officer on March 1, 2005. Mr. Catchpole
became Chief Executive Officer on December 2, 2013 upon the appointment of Mr.
Goranson as President & Chief Operation Officer. Mr. Catchpole is a licensed
engineer with a B.S. degree in Mechanical Engineering from the University of
Wyoming and an M.S. degree in Civil Engineering from Colorado State University.
He has been active in the uranium solution mining industry since 1978, holding
various positions including well field engineer, project manager, general
manager and managing director of several uranium solution mining operations.
In 1988 Mr. Catchpole joined Uranerz U.S.A., Inc. and Uranerz
Exploration and Mining and became Director of Regulatory Affairs, Environmental
Engineering and Solution Mining. Mr. Catchpole’s responsibilities included the
monitoring and oversight of the environmental and regulatory aspects of two
large uranium mines in Canada and the operational aspects of one uranium
solution mine in the United States. In 1996 Mr. Catchpole was appointed General
Manager and Managing Director of the Inkai uranium solution mining project
located in the Republic of Kazakhstan (Central Asia). In 1998 Cameco Corporation
acquired Uranerz U.S.A. Inc., and Mr. Catchpole continued his post at the Inkai
Project for Cameco. Mr. Catchpole spent six years taking the Inkai project from
acquisition through feasibility study, joint venture formulation, government
licensing, environmental permitting, design, construction and the first phase
start-up.
Following his departure from Cameco in 2002, Mr. Catchpole was
an independent consulting engineer providing project management to the oil and
gas, mining, and construction industries. Mr. Catchpole is experienced in all
phases of project development including environmental permitting, budgeting,
scheduling, procurement, and construction of infrastructure and mining
facilities. He has served on numerous mineral evaluation and due diligence
teams.
Mr. Dennis Higgs
is Executive Chairman of the Board. Mr.
Higgs was appointed to the Board as President and Chief Executive Officer on May
26, 1999, and resigned as President and Chief Executive Officer on March 1,
2005. Mr. Higgs became Executive Chairman of our Board on February 1, 2006.
Mr. Higgs has been involved in the financial and venture
capital markets for over twenty-five years, raising millions of dollars in the
United States, Canada and Europe. He founded his first junior exploration
company in 1983 and took it public through an initial public offering in 1984.
Since then, Mr. Higgs has been involved in the founding, financing, initial
public listing, and building of several companies. Mr. Higgs was directly
involved with the founding and initial public offering of Arizona Star Resource
Corp. and the listing and financing of BioSource International Inc.
Mr. Paul Goranson
is President and Chief Operating
Officer and was appointed to the Board on December 2, 2013.
Mr. Goranson is a licensed engineer with a B.S. degree in
Natural Gas Engineering from Texas A&M University and an M.S. in
Environmental Engineering from Texas A&M University – Kingsville. Mr.
Goranson has over twenty-five years of mining, processing and regulatory
experience in the uranium extraction industry that includes both conventional
and in-situ recovery ("
ISR
") mining. Most recently Mr. Goranson
was President of Cameco Resources, a wholly-owned U.S. subsidiary of Cameco
Corporation, which is one of the world's largest uranium mining companies. Mr.
Goranson was responsible for executing the "Double U" growth strategy for
Cameco's U.S. operations, including developing production expansion projects
such as the North Butte ISR uranium recovery facility and the refurbishment of
the Highland Central Processing Plant. While President of Cameco Resources, Mr.
Goranson's responsibilities included executive leadership for the operations at
the Smith Ranch-Highland, Crow Butte and North Butte ISR uranium recovery
facilities.
Prior to Cameco Resources, Mr. Goranson was Vice President of
Mesteña Uranium LLC where he led the construction, startup and operation of the
Alta Mesa project that achieved over one million pounds of uranium production
per year under his stewardship. At Mesteña his responsibilities included
marketing uranium where he negotiated long term uranium supply contracts with nuclear utilities as well as spot
uranium sales. Prior to Mesteña, Mr. Goranson was the manager for radiation
safety, regulatory compliance and licensing with Rio Algom Mining LLC, a
division of BHP Billiton.
14
Mr. Paul Saxton
was appointed to the Board on October
26, 2004. Mr. Saxton is a mining engineer who also holds an MBA from the
University of Western Ontario. He has been active in the mining industry since
1969, holding various positions including mining engineer, mine superintendent,
president and chief executive officer of numerous Canadian mining companies.
Following ten years with Cominco, Mr. Saxton became Vice
President and subsequently President of Mascot Gold Mines Ltd., initially
working on the design and construction of the Nickel Plate mine in British
Columbia, Canada. Subsequently Mr. Saxton became a Vice President of Corona
Corporation where he was responsible for western operations and exploration and
was instrumental in the re-opening of the Nickel Plate Mine. In 1989, Mr. Saxton
was appointed Senior Vice President of Viceroy Resource Corporation where he was
responsible for helping to obtain financing and the construction and operations
of the Castle Mountain mine in California. In 1994, Mr. Saxton was appointed
President of Loki Gold Corporation and Baja Gold Inc. where he was responsible
for arranging over $45 million in mine financing and bringing the Brewery Creek
Gold mine into production. Loki Gold, Baja Gold and Viceroy merged in 1996 and
Mr. Saxton was named President of the new entity.
Following his departure from Viceroy in 1999, Mr. Saxton became
president of Standard Mining Corp., organizing the company and supervising its
exploration activities until 2001 when Standard Mining Corp. was merged with
Doublestar Resources Ltd. In March 2004, Mr. Saxton was appointed as a director
and President of Lincoln Gold Corporation, a company engaged in mineral
exploration in Mexico and in the States of California and Nevada.
Mr. Saxton chairs the Company’s Corporate Governance &
Nominating Committee and is a member of the Compensation Committee.
Dr. Gerhard Kirchner
was appointed to the Board March
13, 2005. Dr. Kirchner has 40 years of international mine development and
management experience including 20 years with Uranerz Exploration and Mining
Ltd. He received a multidisciplinary education in mining engineering and
economic geology, and a Doctorate in Mining Sciences from the University of
Leoben, Austria.
At Uranerz Exploration and Mining Ltd., Dr. Kirchner spent nine
years as General Manager and eleven years as Senior Vice President. He and his
team were responsible for the Key Lake uranium discovery, and the acquisition,
engineering and development of projects such as the Midwest uranium deposit,
Eagle Point North uranium deposit, Star Lake gold deposit and the Crow Butte ISL
uranium deposit.
Previous to his work with Uranerz, Dr. Kirchner spent six years
designing, developing and managing the Kamoto Mine in Kolwezi, Zaire; four years
consulting on mining and civil engineering projects in several countries
including Surinam, Nigeria and Congo; and five years as a mine superintendent
and exploration manager in Greenland where he discovered the Molybdenum Porphyry
Erzberg. Dr. Kirchner also spent three years as a project engineer on dams in
Austria and Japan, and on road projects in Saudi Arabia.
Dr. Kirchner is a member of the advisory board of Mindoro
Resources Limited, a public company whose shares are listed on the TSX Venture
Exchange and the Frankfurt Exchange. During the period June 2004 to January
2008, Dr. Kirchner was a member of Mindoro’s board of directors and served as
its chairman.
Dr. Kirchner is a member of the Company’s Audit, Compensation
and Corporate Governance & Nominating Committees.
15
Mr. Peter Bell
was appointed to the Board on May 10,
2006. Mr. Peter Bell practiced as a licensed pharmacist before becoming a
business consultant and a director of a number of private and public companies.
Mr. Bell has been a director of Current Technology Corporation since 1992 and a
director and the President of Ezon Healthcare Corporation since 1997, companies
in the health and wellness and pharmaceutical fields.
Mr. Bell has provided a wide range of consulting services to
businesses and health care companies and organizations, including: sales
management and reorganization of sales force; regional market development and
marketing strategy; medical opinion surveys and market analysis; medical device
product market development; business immigration program presentations;
management studies in healthcare organizations; development and growth of public
corporations and reverse takeovers in public companies.
Mr. Bell holds a Bachelor of Science Degree in Pharmacy from
the University of Manitoba and a Masters in Business Administration from the
University of Western Ontario.
Mr. Bell chairs the Company’s Compensation Committee and is a
member of the Audit and Corporate Governance & Nominating Committees.
Mr. Arnold Dyck
was appointed to the Board on May 10,
2006. Mr. Dyck was employed at Uranerz Exploration and Mining Limited from 1977
to 1998. Mr. Dyck progressed through various positions with Uranerz Canada
Limited, Uranerz Exploration and Mining Limited, and Uranerz U.S.A. Inc. to
become the Senior Vice President and Chief Financial Officer for the Uranerz
group of companies. He also served as a member of the board of directors for
Uranerz U.S.A. Inc. and as chairman of the board of directors of a subsidiary
mining company.
Prior to his employment with Uranerz Exploration and Mining
Limited, Mr. Dyck was employed with and responsible for the accounting, finance
and corporate secretarial functions for a three year period during the initial
development of a food and feed scientific research and development pilot
facility with government, university and corporate joint ownership. For the five
years prior to this Mr. Dyck fulfilled various executive positions in the
development of a new electronics manufacturing operation.
Mr. Dyck is a graduate of the Registered Industrial Accountant
education program and was awarded the designation of Certified Management
Accountant in 1975.
Mr. Dyck chairs the Company’s Audit Committee and is a member
of its Compensation and Corporate Governance & Nominating Committees.
Mr. Benjamin Leboe
was appointed as the Company’s Chief
Financial Officer on May 23, 2006 and acted as our Corporate Secretary from
October 2006 to December 2007 and from January 2009 to July 2009. Mr. Leboe also
serves as the Company’s Ethics Officer, Principal Accounting Officer and Senior
Vice President of Finance. Mr. Leboe has been Principal, Independent Management
Consultants of British Columbia, since 1990. Prior to joining Uranerz he was a
Senior Consultant, Management Consulting, of the Business Development Bank of
Canada from 2005 to 2006. Previously, from 1995 to 2005 he was a director, Chief
Financial Officer, Principal Accounting Officer and Treasurer of numerous public
companies in Canada and the U.S.A.. From 1991 to June 1995, he served as Chief
Financial Officer and Vice President of VECW Industries Ltd. He was a Partner of
KPMG Consulting and its predecessor firms from 1978 to 1990.
Mr. Leboe holds a Bachelor of Commerce and Business
Administration, Finance and Accounting, from the University of British Columbia.
He is a Chartered Accountant and Certified Management Consultant in Canada.
16
Ms. Sandra MacKay
joined the Company on July 1, 2009 as
Legal Counsel and Corporate Secretary. She was appointed Vice President, Legal
and Corporate Secretary in July of 2010 and Senior Vice President, Legal &
Corporate Secretary in December of 2011.
Ms. MacKay obtained her Bachelor of Laws in 1983 from the
University of British Columbia. Ms. MacKay has over 25 years of experience
working within law firms and as counsel within business organizations in a
variety of industries including petrochemical, engineering, biotechnology and
mining. Ms. MacKay’s legal experience includes acting for both public and
private companies on a wide variety of corporate-commercial transactions. Ms.
MacKay has provided general counsel to her clients on a broad range of subject
matters including securities law compliance, employment law, corporate
governance and general corporate-commercial matters, and in the negotiation and
drafting of related agreements.
Arrangements between Officers and Directors
To our knowledge, there is no arrangement or understanding
between any of our executive officers and any other person, including directors,
pursuant to which the executive officer or director was selected to serve as an
executive officer or director.
Family Relationships
None of our directors or executive officers is related by
blood, marriage, or adoption to any other director or executive officer.
Other Directorships
None of our directors or director nominees are also directors
of issuers with a class of securities registered under Section 12 of the
United States Securities Exchange Act of 1934
, as amended, (the
“Exchange Act”
) (or which otherwise are required to file periodic
reports under the Exchange Act).
Legal Proceedings
The Company is not aware of any material legal proceedings to
which any director, officer or affiliate of the Company, or any owner of record
or beneficially of more than five percent of the common stock of the Company, or
any associate of any director, officer, affiliate of the Company, or security
holder is a party adverse to the Company or any of its subsidiaries or has a
material interest adverse to the Company or any of its subsidiaries.
The Company is not aware of any of its directors or officers
being involved in any legal proceedings in the past ten years relating to any
matters in bankruptcy, insolvency, criminal proceedings (other than traffic and
other minor offenses) or being subject to any of the items set forth under Item
401(f) of Regulation S-K.
Director Qualification and Background
The Company’s Corporate Governance & Nominating Committee
identifies candidates for nomination to the Board. The Company does not have a
formal policy with respect to evaluation of nominees, but it has been the
Company’s practice to seek to compose a Board which brings a full complement of
skills and attributes and experience to the Board and in this respect the
Company looks for a diverse range of attributes and qualifications among its
Board candidates. These include: financial acumen, previous public company
governance experience, experience in the uranium industry, sound business
experience, government relations experience, investor relations experience,
sales and marketing experience, ISR mining experience, and knowledge of the
nuclear power industry. Each candidate is not expected to possess all of these
attributes, but rather the Corporate Governance & Nominating committee seeks
to nominate a group which, in the aggregate, is comprised of
individuals who contribute the full range of such experience and qualifications.
Additionally, each nominee is expected to display a commitment to good
governance and the protection of stockholder interests, demonstrated leadership
skills, and effective communication skills. Nominees who have previously served
as directors of the Company are also evaluated on the basis of their attendance
record and their dedication to fulfillment of their responsibilities as a
director of the Company.
17
In developing its recommendation as to the nominees to the
Board for 2014, the Corporate Governance & Nominating Committee concluded
that the proposed nominees should each serve as a director based on the
following particular experience, qualifications and attributes of each director:
Mr. Glenn Catchpole
is recommended as a nominee to the Board because of
the following particular qualifications: extensive experience in the uranium
industry; extensive government relations experience; proven business acumen;
proven leadership abilities; strong interpersonal skills; a demonstrated ability
to manage personnel; and a proven ability to take projects from exploration
stage through production start-up.
Mr. Dennis Higgs
is recommended as a nominee to the
Board because of the following particular qualifications: significant experience
in the raising of capital in the public markets; proven experience in forming
companies and taking them from start-up to viability; significant experience in
mergers & acquisitions and financings; experience in the mining industry and
previous experience as a director of a public company; understanding of United
States and Canadian securities laws and regulations; demonstrated leadership and
interpersonal skills; and strong presentation and communication skills.
Mr. Paul Goranson
is recommended as a nominee to the
Board because of the following particular qualifications: extensive experience
in the uranium industry; extensive experience in managing ISR uranium mines from
greenfield exploration to commercial production; demonstrated ability to manage
projects and personnel; demonstrated experience in government relations; held in
high regard within the industry; proven leadership and management skills; and
strong interpersonal skills.
Mr. Paul Saxton
is recommended as a nominee to the Board
because of the following particular qualifications and attributes: Mr. Saxton is
a professional engineer with extensive experience in the mining industry,
including working as a mine superintendent and a chief executive officer of a
number of Canadian mining companies. Mr. Saxton has considerable previous public
company director experience and experience raising capital in the public
markets.
Dr. Gerhard Kirchner
is recommended as a nominee to the
Board because of the following particular qualifications and attributes: over 30
years of mine development and management experience, 20 of which have been in
the uranium industry. Dr. Kirchner also has previous public company board
experience, considerable investor relations experience and knowledge; his
consultancy experience includes advising on mining and engineering projects
worldwide.
Mr. Peter Bell
is recommended as a nominee to the Board
because of the following particular qualifications and attributes: Mr. Bell has
considerable experience as a director of both public and private companies and
professional organizations. Mr. Bell has broad business experience including
having provided a broad range of consulting services to businesses in respect of
marketing and sales efforts, business growth and development.
Mr. Arnold Dyck
is recommended as a nominee to the Board
because of the following particular qualifications and attributes: Mr. Dyck is a
Certified Management Accountant and is qualified as a “financial expert” as
defined for Audit Committee purposes by applicable securities legislation. Mr.
Dyck is knowledgeable in best audit committee practices and has previously
served on the boards of directors of subsidiary companies of public companies.
Mr. Dyck’s management and professional experience includes working within the
uranium mining industry for the original Uranerz group of companies in a
professional capacity and ultimately as a member of the board of directors of
certain companies within that group.
18
The Corporate Governance & Nominating Committee also
evaluates each candidate in respect of whether their personal and professional
schedules allow them to dedicate sufficient time to governance of the Company
and in each case the above nominees have demonstrated consistent
conscientiousness in devoting their time and energies to the affairs of the
Company.
CORPORATE GOVERNANCE
We believe that effective corporate governance is critical to
our long-term success and our ability to create value for our stockholders. We
regularly review our corporate governance practices, monitor emerging
developments in corporate governance and update our policies and procedures when
our Board determines that it would benefit the Company and our stockholders to
do so. We also monitor our corporate governance policies and practices to
maintain compliance with the provisions of the Sarbanes-Oxley Act of 2002, the
SEC rules, the corporate governance standards of the NYSE MKT (the
“NYSE MKT
Standards”
) and applicable Canadian requirements. Each of the Board’s
standing Committees reviews its charter not less than annually. During 2013 each
of the standing Committees updated its respective charter to ensure consistency
with NYSE MKT Standards and Canadian requirements as well as the Company’s
current practices and policies.
We maintain a corporate governance page on our website that
includes: our Corporate Governance Guidelines, our Code of Business Conduct and
Ethics and the charters for the Audit, Corporate Governance & Nominating and
Compensation Committees of our Board, all of which can be found at
www.uranerz.com
by clicking on “Corporate Governance” under the heading
“About Us”. Reference to our website is provided herein for informational
purposes only and no content on our website is incorporated herein by reference
or otherwise forms a part of this proxy statement, unless otherwise stated
herein.
BOARD OF DIRECTORS CONSTITUTION
The Company’s current bylaws require the Board to have at least
one and no more than twelve directors. The current Board is composed of seven
directors. A Board of seven directors is being proposed for 2014.
Director Independence
We had seven Directors at December 31, 2013, including four
independent Directors, as follows:
19
Consistent with NYSE MKT Standards, the Board assesses the
independence of its members not less than annually. The Board applies the
requirements for independence set out in Rule 803A of the NYSE MKT Company Guide
and considers all relevant facts and circumstances in making its assessment.
The Company’s Code of Business Conduct and Ethics specifically
addresses conflict of interest situations involving directors. Pursuant to our
Code of Business Conduct and Ethics, all directors are required to act in the
best interests of the Company and to avoid conflicts of interest.
With the assistance of the Corporate Governance &
Nominating Committee, the Board has considered the relationship of the Company
to each of the nominees for election by the stockholders at the Company’s 2014
annual general meeting and has determined that four of the seven nominees for
election as directors at the Annual Meeting are independent (Messrs. Saxton,
Bell and Dyck and Dr. Kirchner). The three nominees who are not independent
(Messrs. Catchpole, Higgs and Goranson) are executive officers of the Company
and members of management.
MEETINGS OF THE BOARD AND BOARD MEMBER ATTENDANCE AT ANNUAL
MEETING
Action by the Board of Directors or committees of the Board may
be taken at in-person meetings, at meetings held by conference call, or by
unanimous written consent. During the fiscal year ended December 31, 2013, the
Board held six meetings in-person or by teleconference. The 2013 attendance
record of Board members was 95%, as follows: Messrs. Higgs, Catchpole, Dyck,
Saxton and Dr. Kirchner attended all six meetings of the Board; Mr. Bell
attended five of the six meetings of the Board; and Mr. Goranson attended the
one meeting of the Board held in 2013 following his appointment in December of
2013. At each of its regular in-person Board meetings the Board holds sessions
at which the independent directors meet in the absence of management
directors.
Board members are not required, but are expected to make every
effort, to attend the annual meeting of stockholders. All of the then Board
members attended last year’s annual meeting. All seven current Board members who
are nominated for election are expected to attend the 2014 Annual Meeting.
COMMUNICATIONS TO THE BOARD
Stockholders may communicate directly with members of the
Board, or the Board as a group, by writing directly to the individual Board
member or the Board, c/o Corporate Secretary, Sandra R. MacKay, at Uranerz
Energy Corporation, Suite 1410 – 800 West Pender Street, Vancouver, B.C., Canada
V6C 2V6. The Company’s Corporate Secretary will forward communications directly
to the appropriate Board member. If the correspondence is not addressed to a
particular member, the communication will be forwarded to a Board member to
bring to the attention of the Board. The Company’s Corporate Secretary will
review all communications before forwarding them to the appropriate Board
member.
20
BOARD LEADERSHIP STRUCTURE
The Board has reviewed our Company’s current Board leadership
structure in light of the composition of the Board, the Company’s size, the
nature and stage of the Company’s business, the regulatory framework under which
the Company operates, the Company’s stockholder base and other relevant factors.
Under the current Board leadership structure, the positions of Chairman of the
Board (the
“Executive Chairman”
) and Chief Executive Officer (the
“Chief Executive
Officer”
) are two separate and distinct positions. The Board is of the view that
this Board leadership structure is appropriate for the Company. The Board noted
the following factors in reaching its determination:
-
the Board operates efficiently and effectively under its current structure;
-
by virtue of their complimentary but distinct backgrounds and experience,
the senior executive functions within the Company are appropriately divided
between the two incumbents, as is the leadership of the Company’s two
operational offices; the Chief Executive Officer oversees the Casper, Wyoming
office activities and the Executive Chairman oversees those of the Vancouver,
Canada office;
-
the Chief Executive Officer and the Executive Chairman provide an
appropriate cross-check over one another in a manner which allows for
effective decision making; and
-
the separation of the two functions improves management – independent
director information sharing and communication because both the Chief
Executive Officer and the Executive Chairman have direct communication with
independent directors.
The Company does not have a lead independent director or
independent chairman. Given the size of the Board, the Board believes that the
presence of four independent directors out of the seven directors on the Board
is sufficient independent oversight of the Executive Chairman and Chief
Executive Officer. The independent directors work well together in the current
board structure and the Board does not believe that selecting a lead independent
director is necessary to improve or enhance the Board’s oversight role.
THE BOARD OF DIRECTORS’ ROLE IN RISK MANAGEMENT
OVERSIGHT
The understanding, identification and management of risk are
essential elements for the successful management of the Company. Risk management
begins with management, which takes primary responsibility for risk
identification, mitigation and control. The Board as a whole regularly assesses
management’s effectiveness in identifying and appropriately controlling risks.
Not less than semi-annually, management presents a report to the Board
summarizing its review and analysis of the Company’s methods for identifying and
managing risks.
The Audit Committee also has oversight responsibility with
respect to the integrity of the Company’s financial reporting process and
systems of internal control regarding finance and accounting, as well as its
financial statements. The Compensation Committee considers risks related to the
Company’s compensation programs and succession planning. The Corporate
Governance & Nominating Committee considers risks related to the
independence and effective functioning of the Board.
In the event that a committee is allocated responsibility for
examining and analyzing a specific risk, such committee reports on the relevant
risk exposure during its regular reports to the entire Board to facilitate
proper risk oversight by the entire Board.
21
Based on a review of the nature of operations, we do not
believe that any personnel of the Company are incented to take excessive risks
that would likely have a material adverse effect on our operations.
BOARD COMMITTEES
Our Board has established three standing committees: an Audit
Committee, a Compensation Committee, and a Corporate Governance & Nominating
Committee, as well as a fourth committee: the Marketing Committee.
The information below sets out the current members of each of
Uranerz’ Board committees and summarizes the functions of each of the Board
committees in accordance with their charters.
Audit Committee
We have a standing Audit Committee, established in accordance
with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee’s charter
complies with Rule 10A-3 of the Exchange Act and the requirements of the NYSE
MKT Company Guide. Our Audit Committee is comprised of three directors each of
whom, in the opinion of the Company’s Board, is independent (in accordance with
Rule 10A-3 if the Exchange Act and the requirements of Section 803B of the NYSE
MKT Company Guide) and financially literate: Arnold Dyck (committee Chair),
Peter Bell and Gerhard Kirchner. Mr. Arnold Dyck satisfies the requirement of a
“financial expert” as defined under Item 407(d)(5) of Regulation S-K and is, in
the opinion of the Company’s Board, “financially sophisticated” as that term is
used in the NYSE MKT Company Guide.
Our Audit Committee monitors our audit and the preparation of
financial statements and all financial disclosure contained in our SEC filings.
Our Audit Committee appoints our external auditors, monitors their
qualifications and independence and determines the appropriate level of their
remuneration. The external auditors report directly to the Audit Committee. Our
Audit Committee has the authority to terminate our external auditors’ engagement
and approve in advance any services to be provided by the external auditors that
are not related to the audit.
The Committee’s charter requires the Committee to evaluate the
functioning of the Committee on an annual basis. The Committee also reviews its
charter annually.
During the fiscal year ended December 31, 2013, the Audit
Committee met eight times. Messrs. Dyck and Bell attended all eight meetings of
the Committee; Dr. Kirchner attended seven of the eight Committee meetings. A
copy of the Audit Committee charter can be found on the Company’s website at:
www.uranerz.com
.
Audit Committee Report
The Company’s Audit Committee oversees the Company’s financial
reporting process on behalf of the Board. The Audit Committee is comprised of
three members. Each member is “independent” as determined under Rule 10A-3 of
the Exchange Act and the rules of the NYSE MKT. The Audit Committee operates
under a written charter adopted by the Board.
The Committee assists the Board by overseeing the (1) integrity
of the Company’s financial reporting and internal control, (2) independence and
performance of the Company’s independent auditors, and (3) provides an avenue of
communication between management, the independent auditors, and the Board.
22
In the course of providing its oversight responsibilities
regarding the 2013 financial statements, the Committee reviewed the 2013 audited
financial statements, which appear in the 2013 Annual Report to Stockholders,
with management and the Company’s independent auditors. The Committee reviewed
accounting principles, practices, and judgments as well as the adequacy and
clarity of the notes to the financial statements.
The Audit Committee reviewed the independence and performance
of the independent auditors who are responsible for expressing an opinion on the
conformity of those audited financial statements with accounting principles
generally accepted in the United States, and such other matters as required to
be communicated by the independent auditors in accordance with Statement of
Audit Standard 61, as superseded by Statement of Auditing Standard 114 – the
Auditor’s Communication with Those Charged with Governance, as modified or
supplemented.
The Audit Committee reviews the independent auditors’ audit
plan, scope and timing, not less than annually. The Audit Committee has received
the written disclosures and the letter from the independent auditors required by
applicable standards of the Public Company Accounting Oversight Board for
independent auditor communications with audit committees concerning independence
as may be modified or supplemented, concerning its independence as required
under applicable standards for auditors of public companies.
In reliance on the reviews and discussions referred to above,
the Audit Committee recommended to the Board, and the Board has approved, that
the audited financial statements be included in the Annual Report to the SEC on
Form 10-K for the year ended December 31, 2013. The Committee and the Board have
also recommended the selection of Manning Elliott LLP as independent auditors
for the Company for the fiscal year 2014.
Submitted by the Audit Committee Members
Arnold Dyck, Chairman
Peter Bell
Gerhard
Kirchner
Compensation Committee
We have a standing Compensation Committee currently comprised
of four directors all of whom, in the opinion of the Company’s Board, are
independent (under Section 803A and Section 805(c)(1) of the NYSE MKT Company
Guide): Peter Bell (committee Chair), Arnold Dyck, Gerhard Kirchner and Paul
Saxton. We have a Compensation Committee charter that complies with the
requirements of the NYSE MKT. Our Compensation Committee is responsible for
considering and authorizing terms of employment and compensation of executive
officers and providing advice on compensation structures. Neither the Chief
Executive Officer nor the Executive Chairman may be present during the voting
determination or deliberations in respect of his compensation. In addition, our
Compensation Committee reviews both our overall salary objectives and
significant modifications made to employee benefit plans, including those
applicable to executive officers. The Compensation Committee is also responsible
for reviewing and making recommendations to the Board with respect to succession
planning for the executive officers.
The Compensation Committee is responsible for administration of
the Company’s stock option plan (the “
Stock Option Plan
”). The
Compensation Committee authorizes the granting of stock options and determines
the number of shares covered by each grant and the terms and conditions of the
stock option, subject to the provisions of the Stock Option Plan.
23
The Compensation Committee also reviews the remuneration of
independent directors from time to time to ensure that it properly reflects the
responsibilities associated with being an effective independent director.
The Compensation Committee’s charter requires the committee to
evaluate the functioning of the committee on an annual basis. The Compensation
Committee also reviews its charter annually.
During the fiscal year ended December 31, 2013, the
Compensation Committee met in person twice. All of the members of the
Compensation Committee attended all of the meetings held in fiscal year 2013. In
addition to meeting in person the Compensation Committee rendered certain
decisions by way of resolutions by written consent on four occasions during the
course of the year. A copy of the Compensation Committee charter can be found on
the Company’s website at
www.uranerz.com.
The Compensation Committee does not and cannot delegate its
authority to determine director and executive officer compensation. Neither the
Compensation Committee nor management engaged the services of an external
compensation consultant during fiscal year 2013.
Corporate Governance & Nominating Committee
We have a standing Corporate Governance & Nominating
Committee comprised of four directors all of whom, in the opinion of the
Company’s Board, are independent (under Section 803A of the NYSE MKT Company
Guide): Paul Saxton (committee Chair), Arnold Dyck, Gerhard Kirchner and Peter
Bell. We have a Corporate Governance & Nominating Committee charter that
complies with the requirements of the NYSE MKT. Our Corporate Governance &
Nominating Committee is responsible for developing our approach to corporate
governance issues.
The Corporate Governance & Nominating Committee evaluates
the qualifications of potential candidates for director and recommends to the
Board nominees for election at the next annual meeting or any special meeting of
stockholders, and any person to be considered to fill a Board vacancy resulting
from death, disability, removal, resignation or an increase in Board size.
During 2010 the committee developed a Board member skills matrix which
identifies those personal attributes which each Board nominee is expected to
possess as well as the range of professional and business experience which it
felt the Board should possess in the aggregate. The committee refers to the
skills matrix in its evaluation of individual directors and in its process for
selecting and evaluating potential candidates to the Board. Candidates for the
Board are required to demonstrate five personal attributes: he or she must: (i)
adhere to the highest standards of ethics and integrity; (ii) be a team player;
(iii) be independent- minded; (iv) have strong business acumen; and (v) possess
a thorough understanding of the fiduciary duties of a director. Additionally,
the Corporate Governance & Nominating Committee seeks to find candidates for
the Board who display some or all of these skills and attributes: uranium mining
industry experience, financial expertise or literacy, strategic planning
experience, investment banking or capital raising experience, human resources
knowledge, public company board experience, government relations experience,
marketing experience and a mindset for risk management and oversight.
The Company does not have a formal policy regarding diversity
in the selection of nominees for directors, however it does consider diversity
as part of its overall selection strategy. In considering diversity of the Board
in its criteria for selecting nominees, the Corporate Governance &
Nominating Committee takes into account various factors and perspectives,
including differences of viewpoint, professional experience, education, skills
and other individual qualities and attributes that contribute to Board
heterogeneity, as well as race, gender and national origin. The Corporate
Governance & Nominating Committee seeks persons with leadership experience
in a variety of contexts and, among public company leaders, across a variety of
industries. The Corporate Governance & Nominating Committee believes that
this expansive conceptualization of diversity is the most effective means to
implement Board diversity. The Corporate Governance & Nominating Committee
assesses the effectiveness of this approach as part of its annual review of its
charter.
24
The Corporate Governance & Nominating Committee has not
adopted a formal policy for the consideration of stockholder nominations because
the Corporate Governance & Nominating Committee does not believe such a
policy is necessary for the equitable treatment of stockholder nominations. All
nominees are given the same consideration and the independent composition of the
Corporate Governance & Nominating Committee minimizes the impact of the
Company’s management or non-independent directors on the consideration of
nominees. Further, the Company has not traditionally received a significant
number of stockholder nominations, so such nominations can be dealt with on a
one-off basis and a separate policy to deal with a large volume of nominations
is not necessary.
There have been no material changes to the procedures pursuant
to which a stockholder may recommend a nominee to the Board. Shareholders
wishing to recommend a nominee to the Board should send a communication,
directed to Paul Saxton as chairman of the Corporate Governance & Nominating
Committee pursuant to the procedures set forth above under the section heading
“Communications to the Board”.
No stockholder or stockholders holding 5% or more of the
Company’s outstanding shares, either individually or in aggregate, recommended a
nominee for election to the Board during this past year. All of the nominees
included on the proxy card accompanying this proxy statement were nominated by
the Corporate Governance & Nominating Committee and recommended by the
Company’s current Board.
The Corporate Governance & Nominating Committee is
responsible for evaluating the functioning of the Board and its committees on an
annual basis and making recommendations to the full Board as appropriate.
The Corporate Governance & Nominating Committee oversees
the Board education program and evaluates and recommends educational programs to
independent Board members.
The Corporate Governance & Nominating Committee’s charter
requires the committee to evaluate the functioning of the committee on an annual
basis. The committee also reviews its charter annually.
During the fiscal year ended December 31, 2013, the Corporate
Governance & Nominating Committee met twice. All of the members of the
Corporate Governance & Nominating Committee attended both meetings. A copy
of the Corporate Governance & Nominating Committee charter can be found on
the Company’s website at
www.uranerz.com.
Marketing Committee
We have a Marketing Committee which was comprised of three
directors during 2013: Glenn Catchpole, Dennis Higgs, and Arnold Dyck. Mr.
Goranson was appointed to the Committee in January of 2014. The Marketing
Committee is not a standing committee but rather a special committee responsible
for developing our strategic approach to marketing and negotiation of strategic
uranium sales contracts. The Corporate Governance & Nominating Committee
evaluates the benefit of and need for a Marketing Committee of the Board on an
annual basis. That review will next occur at the end of fiscal year 2014.
25
DIRECTOR COMPENSATION
The following table sets forth the compensation granted to our
directors for the fiscal year ended December 31, 2013.
Director Compensation 2013
Name
|
Fees
Earned or
Paid in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
Note
(1)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in Pension
Value and Non-
Qualified
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|
Gerhard Kirchner
|
35,500
|
|
58,545
|
|
|
|
99,238
|
|
Paul Saxton
|
27,000
|
|
58,545
|
|
|
|
85,545
|
|
Arnold Dyck
|
54,300
|
|
71,780
|
|
|
|
126,080
|
|
Peter Bell
|
34,000
|
|
58,545
|
|
|
|
92,545
|
(1)
Option award compensation is the fair value for stock options vested during the
period, a notional amount estimated at the date of the grant using the
Black-Scholes option-pricing model in accordance with FASB ASC 718. All options
were priced at the market price of common shares on the date of the grant.
The actual value received by the directors may differ materially from that
reported herein.
Options vested as to 40% on the grant date and as to 30% on
each of the first and second anniversaries of the grant date. Value stated
includes options vesting upon the grant date in 2013 and those granted in 2011
and 2012 which vested in 2013.
Director Compensation Agreements and Summary of Director
Compensation Policies
During the fiscal year ended December 31, 2013, the Company
compensated its independent directors as follows.
For Board service:
Annual
Board retainer: $12,000 per year; and
Per Board meeting: $1,000 per day attendance fee in person or
$500 per telephone meeting plus a $1000 travel fee per in person meeting within
North America or a $2,000 travel fee per in person meeting to/from North
America.
For Committee service, retainers as follows (no meeting
fees):
-
Audit Committee: Chair: $15,000/year. Members: $8,000/year.
-
Corporate Governance & Nominating Committee: Chair: $4,000/year.
Members: $2,500/year.
-
Compensation Committee: Chair: $6,000/year. Members: $4,000/year.
-
Marketing Committee: Chair: (Nil – Executive). Independent Members:
$1,000/day. Executive Members: Nil.
26
OTHER GOVERNANCE MATTERS
Code of Business Conduct and Ethics
We have adopted a corporate Code of Business Conduct and Ethics
administered by our Senior Vice President, Finance and Chief Financial Officer,
Benjamin Leboe. Our Code of Business Conduct and Ethics provides written
standards that are reasonably designed to deter wrongdoing and to promote:
-
honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
-
full, fair, accurate, timely and understandable disclosure in reports and
documents that are filed with, or submitted to, the SEC and in other public
communications made by the Company;
-
compliance with applicable governmental laws, rules and regulations;
-
prompt internal reporting of violations of the code to an appropriate
person or persons identified in the code; and
-
accountability for adherence to the code.
Our Code of Business Conduct and Ethics is available on our
website at
www.uranerz.com
. A copy of the Code of Business Conduct and
Ethics will be provided to any person without charge upon written request to the
Company at its administrative offices: Uranerz Energy Corporation, Suite 1410 –
800 West Pender Street, Vancouver, B.C., Canada V6C 2V6. We intend to disclose
on our website any amendment to the Code of Business Conduct and Ethics and any
waiver from a provision of our Code of Business Conduct and Ethics that applies
to any of our principal executive officer, principal financial officer,
principal accounting officer or controller or persons performing similar
functions that relates to any element of our Code of Business Conduct and
Ethics. No waivers were granted from the requirements of our Code of Business
Conduct and Ethics during the fiscal year ended December 31, 2013, or during the
subsequent period from January 1, 2014, through to the date of this Proxy
Statement.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires any person who is a
director or executive officer of the Company or who beneficially holds more than
10% of any class of our securities which have been registered with the SEC, to
file reports of initial ownership and changes in ownership with the SEC. These
persons are also required under the regulations of the SEC to furnish us with
copies of all Section 16(a) reports they file.
To our knowledge, based solely on our review of the copies of
the Section 16(a) reports furnished to us, all Section 16(a) filing requirements
applicable to our directors, executive officers and holders of more than 10% of
any class of our registered securities were timely complied with.
27
EXECUTIVE COMPENSATION
Named Executive Officers
Set out below under the heading Summary Compensation Table are
particulars of the compensation paid to the Company’s executive officers, who
were also the Company’s five highest paid officers during fiscal 2013 (the
“
Named Executive Officers”,
or the
“executive
officers”
):
|
|
(a)
|
the Company’s Chief Executive Officer;
|
|
|
|
|
|
|
(b)
|
the Company’s Executive Chairman;
|
|
|
|
|
|
|
(c)
|
the Company’s President & Chief Operating
Officer;
|
|
|
|
|
|
|
(d)
|
the Company’s Senior Vice President, Finance & Chief
Financial Officer; and
|
|
|
|
|
|
|
(e)
|
the Company’s Senior Vice President, Legal &
Corporate Secretary.
|
COMPENSATION DISCUSSION AND ANALYSIS
Oversight of Executive Compensation Program
The Compensation Committee of the Board oversees the Company’s
executive compensation programs which are designed specifically for the
Company’s executive officers. Additionally, the Compensation Committee is
charged with reviewing the performance of the executive officers, not less than
annually, and reviewing and approving all compensation decisions relating to the
executive officers.
The Compensation Committee is composed entirely of independent,
non-management members of the Board. At least once each year, and at such other
times as is necessary, the Board reviews any and all relationships that each
director has with the Company. The Board has determined that none of the
Compensation Committee members has any material business relationship with the
Company.
The responsibilities of the Compensation Committee, as stated
in its charter, include the following:
-
to review and assess the adequacy of the Compensation Committee charter
annually and submit any proposed changes to the Board for approval;
-
to produce an annual report on senior executive officer compensation for
inclusion in the Company’s annual report or the proxy statement relating to
its annual meeting of stockholders;
-
to review and make such recommendations to the Board as the Compensation
Committee deems advisable with regard to all incentive-based compensation
plans and equity-based plans;
-
to assess the achievement of personal and corporate goals and objectives
that are relevant to the compensation of the Company’s senior executive
officers;
-
to evaluate senior executive officer performance in light of the goals and
objectives that were set and determine and recommend senior executive officer
compensation based on such evaluation; and
28
-
to review and make recommendations to the Board with respect to the
compensation of the senior executive officers.
Overview of Executive Compensation Program
The Company considers its people to be our primary asset and
our principal source of competitive advantage. In order to recruit, motivate and
retain the most qualified individuals as senior executive officers, the Company
strives to maintain an executive compensation program that is competitive in the
mining industry with a competitive, global labor market. Although the Company is
currently in the exploration stage, in order to achieve our objective of
becoming a producer we have drawn primarily upon senior experienced talent from
senior companies within the industry or relevant profession. The purpose of the
Company’s compensation program is to encourage exceptional organizational and
individual performance and to reward senior executive officers for enhancing
shareholder value and achieving corporate goals.
In order to accomplish our goals and to ensure that the
Company’s executive compensation program is consistent with the Company’s
business strategy, the Compensation Committee, in designing or adapting and
applying the executive compensation program, bears these principal objectives in
mind:
-
to encourage and reward performance which supports the Company’s core
values and business objectives;
-
to provide competitive total compensation and reward programs to enhance
the Company’s ability to attract, motivate and retain knowledgeable and
experienced senior executive officers; and
-
to be mindful of shareholders’ interests and the Company’s key objective of
increasing long-term shareholder value, which objective guides the Committee
toward a “pay for performance” system, in which an executive officer’s short
and long-term compensation is dependent upon both individual and Company
performance.
In considering shareholder’s interests, the Compensation
Committee considers the outcome of the most recent advisory say on pay vote by
its shareholders as an indicator of whether the foregoing objective is being
satisfactorily met or whether adjustments are warranted.
Compensation Elements and Rationale
There are three basic components to the Company’s executive
compensation program: base salary, short term incentive (cash) compensation and
long-term incentive (equity) compensation. Each element, and the relative
weighting, is considered in the context of the overall compensation package and
with reference to the above-stated objectives.
(i) Base salary
Historical approach
The Compensation Committee has historically taken a
conservative position in respect of base salaries which was considered
appropriate to the Company’s then stage of development. During 2010 the Company
participated in a mining industry salary survey to which the Compensation
Committee referred in assessing the competitiveness of the Company’s senior
executive officer compensation program. The 2010 survey, PriceWaterhouseCoopers
Mining Industry Salary Survey, contained data from 290 U.S. and Canadian mining
organizations (the identities of which were not provided). The Survey provided data for positions similar
to the positions of the Named Executive Officers, as to average base salary,
average cash incentive compensation as a percentage of base salary, average
annual equity based grants and average total annual compensation. At that time
the Committee concluded that the cash compensation elements of its executive
officer compensation program, base salaries and short term cash incentives,
appeared low relative to surveyed companies of like size and at a similar stage
of development, however, the Committee considered this appropriate to the
Company’s then stage of development and the status of its recruiting efforts.
This position was affirmed by the Committee in 2012 and 2011.
29
2013
As is described in more detail below, in 2013 the Compensation
Committee concluded that improvements to the base salaries of the executive
officers were appropriate to the Company’s current stage of development and
given the Company’s need to attract and retain senior talent at this critical
time. Reference was again made to the above-mentioned survey, this time with the
objective of placing the base salary component of cash compensation in the
midrange rather than below mid-range, to ensure annual base salaries remained
competitive and to support the Company’s recruiting and executive officer
succession planning efforts. The Compensation Committee intends to keep base
salaries competitive as a stand-alone compensation element going forward.
(ii) Short term incentive (cash bonus)
The objective of the short term incentive program is to put
variable pay at risk, motivate the executive officers to achieve predetermined
objectives and provide a means to reward achievement of corporate milestones and
fulfillment of the annual business plan.
Historical approach
Historically, in 2010 and prior years, the Company was
extremely conservative in its award of short term incentives, which we
considered appropriate to the Company’s stage of development; awards were fully
discretionary based on the judgment of the Compensation Committee.
Transitioning to a less subjective and more formal,
objective program
In 2011, the Compensation Committee developed a more formal
framework for the potential award of short term incentive compensation to guide
the Compensation Committee in exercising its discretion with respect to this
compensation element. The more formal framework developed in 2011 called for the
setting of annual corporate and individual goals for each executive officer and
prescribed the relative weightings to be given to each in determining whether
annual bonuses were earned. The Compensation Committee would then annually
review demonstrated results, typically following the fiscal year end. While the
more formal framework has guided the Committee in reaching such determinations
since 2011, the Committee still exercises its discretion and admittedly
subjective judgment in light of the fact that, until the Company is revenue
producing, a wholly formulaic approach is difficult to apply. How the Committee
exercised its judgment and discretion during 2013, and how performance was
measured against goal achievement, is more fully described below.
During 2014, as the Company transitions to an operating
company, the process for the determination of short term incentive compensation
will be even more formalized. As significant corporate milestones are achieved
by the Company during fiscal year 2014 and thereafter, we expect short term
incentive compensation awards to become a more significant element of the overall executive officer
compensation program. In 2013 the Compensation Committee adjusted the short term
incentive compensation program by setting an upper threshold for awards: each
executive officer may receive up to a maximum of 60% of his or her annual base
compensation after review of both personal and corporate goal achievement.
Commencing in 2014 we expect the determination of whether short term incentive
compensation has been earned, and to what extent, to be more objectively and
formulaically measurable, with Committee discretion and subjective judgment
coming less and less into play. In anticipation of that transition, corporate
goals for 2014 have been formalized, as have personal goals for 2014 for each
executive officer.
30
(iii) Long term incentive (equity)
The Company’s long term incentive program provides for the
granting of stock options to executive officers to both motivate executive
performance and retention, and align executive officer performance to
shareholder value. In awarding long term incentives the Compensation Committee
compares the long term incentive program to that of peer group companies and
evaluates such factors as the number of options available in the Stock Option
Plan and the number of options outstanding relative to the number of shares
outstanding.
The Compensation Committee has historically sought to award
stock options on a competitive basis given the conservative position taken in
respect of cash compensation components. During 2012 the Company introduced a
vesting schedule for options awarded to the executive officers in order to
promote retention and to better align the Company’s approach to this element of
compensation with best governance practices.
During 2013, the number of options awarded to the executive
officer group was reduced from the numbers granted in previous years. This was
in part in recognition of the fact that the cash compensation elements of the
executive program have improved. As described below, a number of factors were
considered in making the 2013 grant recommendation and in placing less weight on
this element of overall compensation. The Compensation Committee intends to
annually consider the factors described above, as well as other relevant factors
such as those considered in 2013 and described below, when exercising its
discretion with respect to this element of executive compensation.
(iv) Non-cash compensation
The Company does not currently provide a benefit program such
as health and welfare benefits or retirement saving programs to its senior
executive officers who are engaged under consulting arrangements or who are
based in Canada. The Company does make such standard health and welfare programs
available to its other employees as well as to one of the five executive
officers. During fiscal year 2014 the Compensation Committee will consider
extending such a program to its Canadian based executive officers in order to
ensure its compensation program remains competitive.
During fiscal year 2013, three of the Company’s executive
officers provided services through consulting or management agreements with the
Company. Compensation to the Chief Executive Officer, Executive Chairman, and
the Senior Vice President, Finance & Chief Financial Officer is paid as
“consulting” or “management” fees pursuant to these agreements. This has been
the case for some time. The Company considers such consulting arrangements to be
no less favorable to the interests of shareholders than executive employment
agreements. The Company enters into consulting agreements or employment
agreements on a case by case basis depending on the executive officer’s
preference and individual engagement terms. In general terms, our executive
officer compensation program is intended to operate in an integrated manner to
meet our objectives for the program, and decisions about each element of the
compensation program are made after taking into account the other elements of
the program. As an exploration stage company without revenues, our compensation
program has historically provided us with considerable flexibility whereby the Company has been able to
conserve cash by paying modest base salaries and modest or no short term
incentive bonuses, whilst utilizing the long term incentive award compensation
element to ensure that overall compensation was fair. Historically, particularly
when executive officers were founders or very early stage recruits to the
Company, executive officers were compensated in a manner which emphasized stock
options. As additional executive officers have been hired in a highly
competitive market, and the Company has matured, cash compensation elements have
increased in order to ensure an appropriate mix of compensation elements, again
so that the Company can attract and retain the requisite senior talent. This has
been particularly necessary, in the view of the Committee, at a time when there
have been significant declines in share price and/or price volatility such that
an equity compensation program might not provide a return to the executive which
is competitive in the employment market place. At present, the Company’s
executive compensation program is now more balanced as a mix of the three
compensation components, less weighted to non-cash compensation than in past
years, to ensure retention of the senior management team at a crucial stage in
the Company’s development.
31
Review of Executive Officer Performance
The Compensation Committee reviews executive officer
performance relative to corporate and individual goals not less than annually,
typically at calendar year end. The Compensation Committee has the opportunity
to meet with the executive officers frequently during the year, which assists
the Compensation Committee in forming its own assessment of each individual’s
performance. Additionally, the Chief Executive Officer and the Executive
Chairman provide their evaluations to the Committee of the performance of the
other executive officers.
The Compensation Committee met in December of 2012 to assess
the performance and accomplishments of the executive officers during the year
2012, in general terms. After assessing that corporate objectives had been
substantially met and benchmarking against 2011 performance and the amount of
cash incentive compensation which had been paid to the executive officer group
in respect of 2011 performance, the Committee decided to accrue the sum of
$400,000 (in the aggregate) for the potential award, during 2013, of executive
officer short term cash incentive compensation in respect of 2012 performance.
The Committee resolved to consider, and if deemed appropriate, pay, individual
allocations in fiscal year 2013, after a more detailed review of individual
executive performance during 2012 and having due regard to fiscal constraints at
the time that any such award would be paid.
In January of 2013, upon the recommendation of the executive
officers, the Committee resolved to defer payment of short term cash incentive
compensation to any of the executive officers due to fiscal constraint, pending
further financing or improvements in the Company’s cash position.
In July of 2013, in large part because the Company’s cash
position had improved due to the convertible note financing in June of 2013, the
Committee conducted the activities relating to annual executive officer
performance review and overall executive compensation program review which it
had deferred from January of 2013.
At its July 2013 meeting, the Compensation Committee reached
the decision to increase the base salaries of each of its executive officers, in
part because it was mindful that when the award of short term incentive cash
compensation had been deferred, as base salaries were already relatively low,
the cash compensation paid to executive officers had become uncompetitive and
retention and succession concerns had materialized.
The Compensation Committee then carried out a review of the
performance of each executive officer and assessed the extent to which the
Company’s corporate objectives were achieved. The Committee considered the
recommendations of the Chief Executive Officer and the Executive Chairman with
respect to the performance of the other executive officers. The Committee then met without
management present to review and discuss the performance of the Chief Executive
Officer and the Executive Chairman as well as the other executive officers. The
Committee considered the self-evaluation by each of the executive officers as to
their achievement of their personal goals, and considered the executive
officers’ evaluation of the Company’s achievements of its corporate objectives.
The Committee also considered the Company’s overall financial position in
exercising its discretion with respect to executive awards. Because the Company
is not yet revenue producing such that most of the Corporate goals are not
objectively or formulaically measurable, the Committee was guided in good
measure by the amounts awarded to the executive officers in 2012 after
concluding that the individual performance levels attained during 2012 were
substantially similar to those attained during 2011.
32
At its July 2013 meeting, the Committee reached the decision to
grant a cash bonus to each of the executive officers, with each officer
receiving an amount in relative proportion to his or her base salary and
position within the organization. Favoring a conservative approach while the
Company is not yet in production, the Committee determined that cash bonuses
should not exceed 50% of regular base salaries, notwithstanding that corporate
and personal goals were substantially achieved. The Committee was primarily
influenced by corporate goal achievement in determining the bonuses of the Chief
Executive Officer and the Executive Chairman. In the case of the Senior Vice
President, Finance & Chief Financial Officer and the Senior Vice President,
Legal & Corporate Secretary, while corporate goal achievements were factored
in, personal goal achievement was given slightly greater weight.
The Committee was influenced by these key corporate
achievements in relation to pre-determined objectives, in reaching its
determination that bonus awards were in order to reward 2012 performance:
|
|
(a)
|
management had developed and executed upon a short term
strategic plan during 2012;
|
|
|
|
|
|
|
(b)
|
Nichols Ranch construction had continued in a positive
manner;
|
|
|
|
|
|
|
(c)
|
regulatory compliance was exemplary and in particular the
critical deep disposal well permits had been obtained;
|
|
|
|
|
|
|
(d)
|
the workforce had been supplemented by quality new hires,
and employee caliber and morale were high;
|
|
|
|
|
|
|
(e)
|
safety and environmental standards at the highest levels
were being achieved and a culture which heeds safety and environmental
concerns was being well established;
|
|
|
|
|
|
|
(f)
|
significant progress had been made in applying to the
Wyoming Business Council for a loan under its industrial development
revenue bond and additional financing had been secured in June of 2013;
and
|
|
|
|
|
|
|
(g)
|
Board and management communication had been
improved.
|
In assessing corporate and individual performance it was noted
that the Company’s treasury position, while subsequently supplemented, had
become concerning. Similarly, the Company’s market performance, while it was
acknowledged that this was contributed to by many external factors, had not been
exemplary, and thus the interests of shareholders in this respect were
considered. Evaluation of these two latter performance measurements guided the
Committee to a conservative position.
In assessing the individual performance of each executive
officer relative to his or her personal stated objectives, the Committee found
each executive officer’s performance, when measured against the achievement of
corporate and personal goals, to have been exemplary. Although application of a
formulaic approach based only on corporate and goal achievement would have
yielded a larger cash bonus award in each instance, the Committee exercised its
discretion, bearing in mind the Company’s stage of development and having regard
to market factors and shareholder interests, to lower the cash incentive amounts to be awarded to
a range of 50% of the executive’s base salary. As stated above, while the
corporate and personal goal achievement is one of the factors weighed by the
Committee in evaluating bonus award entitlement, the Compensation Committee did
not intend or wish to fetter its discretion to take into account additional
factors.
33
In exercising its discretion the Committee compared the
performance of the executive officers as a group during 2012 to 2011 performance
and determined that the performance of the group was on par with 2011
performance. The Committee thus used the amounts awarded in 2011 as reference
points. Individual proposed bonus amounts for each executive officer were
compared as against one another to ensure internal equity amongst the group and
to acknowledge that the group worked in a team approach such that in the
Committee’s view the amounts to be awarded should be substantially consistent.
The aggregate cash compensation figures which would be yielded after taking into
account bonus awards were reviewed to ensure that the overall cash compensation,
while conservative, yielded an overall cash compensation program that was not so
low as to present retention issues, again having regard to the above-referenced
salary survey. Lastly, the Committee had reference to the aggregate amount which
had been accrued in December of 2012 ($400,000) and determined that it did not
wish to exceed that amount. The individual bonus awards to each executive
officer formulated through this process by the Committee are set out below.
In December of 2013 the Committee adopted a similar approach as
to what it had taken in December 2012, earmarking a pool of $420,000 for the
awarding of bonuses in early 2014 to reward 2013 performance. That amount was
determined after benchmarking against 2012 bonuses awarded.
Dennis Higgs, Executive Chairman
Mr. Higgs is compensated through the Company’s consulting
agreement with Ubex Capital Inc. The Board considers Mr. Higgs’ continuing
involvement to be of vital interest to the Company’s success and increased
Ubex’s consulting services over time to the point where Mr. Higgs provides the
Company services as a fully involved Executive Chairman. Mr. Higgs’ consulting
rate is based on the Board of Directors determination upon recommendation by the
Compensation Committee of the value of his expertise to the Company.
In July of 2013 the annual retainer paid to Mr. Higgs’
consulting firm was increased to $250,000 per annum retroactive to January of
2013. In July of 2013 Mr. Higgs was awarded a discretionary cash bonus in the
amount of $102,500 in recognition of his instrumental contribution to the
achievement of corporate goals in 2012. The review process which lead to the
annual retainer increase and bonus award, and the underlying compensation
philosophy for such compensation elements, is described above.
Glenn Catchpole, Chief Executive Officer (and President
and acting Chief Operating Officer, January-November, 2013)
Mr. Catchpole is compensated indirectly through the Company’s
consulting agreement with Catchpole Enterprises Inc. (
“CEI”
). The Company
engaged CEI in early 2005 to provide industry expertise and strategic planning
consulting services and full- time executive management to create a viable
resource company. The Board and the Compensation Committee considers Mr.
Catchpole’s continuing involvement to be of vital interest to the Company’s
success. The Board has chosen the consulting arrangement to minimize
administrative costs and to maintain the certainty and flexibility of
contractual arrangements. Mr. Catchpole’s consulting rate is based on the
Board’s determination upon recommendation by the Compensation Committee of the
value of his expertise to the Company.
34
In July of 2013 the annual retainer paid to Mr. Catchpole’s
consulting firm was increased to $250,000 per annum retroactive to January of
2013. In July of 2013 Mr. Catchpole was awarded a discretionary cash bonus in
the amount of $102,500 in recognition of his instrumental contribution to the
achievement of corporate goals in 2012 and the additional workload assumed by
Mr. Catchpole as acting Chief Operating Officer until the December 2013 hiring
of Mr. Goranson. The review process which lead to the annual retainer increase
and bonus award, and the underlying compensation philosophy for such
compensation elements, is described above.
Paul Goranson, President & Chief Operating
Officer
Mr. Goranson was hired by the Company effective December 2,
2013 as its President & Chief Operating Officer. Mr. Goranson’s base salary
of $230,000 per annum was determined by the Compensation Committee having regard
to: market factors, with the objective of making a competitive employment offer
in order to attract someone of Mr. Goranson’s calibre and experience, Mr.
Goranson’s salary expectations based on his previous employment, and internal
equity within the executive officer group. Mr. Goranson was awarded 250,000
stock options upon his hire, which options vest over a two year period. The
amount of options awarded was determined by reference to historical awards to
senior executive officers upon hire as well as those factors considered in
determining base annual salary.
Benjamin Leboe, Senior Vice President, Finance &
Chief Financial Officer
The Company’s compensation policy for Mr. Leboe, as Principal
of Independent Management Consultants of British Columbia is based on time spent
consulting for the Company. The Board and the Compensation Committee believes
that this provides the Company with greater flexibility in controlling expenses.
Mr. Leboe’s services as Chief Financial Officer entail a high and specialized
degree of attention to the Company’s financial management and reporting
activities. Mr. Leboe has extensive expertise in the area of financial
management, accounting, business valuation and management consulting, which
expertise is very valuable to the Company. Mr. Leboe’s consulting rate is based
on the Board’s determination upon recommendation by the Compensation Committee
of the value of his expertise to the Company.
In July of 2013 the annual retainer paid to Mr. Leboe’s
consulting firm was increased to $200,000 per annum retroactive to January of
2013. In July of 2013 Mr. Leboe was awarded a discretionary cash bonus in the
amount of $97,500 in recognition of his instrumental contribution to the
achievement of corporate goals in 2012, his individual contribution as a member
of the Company’s executive team and his personal performance in fulfilling 2012
personal performance goals.
The review process which lead to the annual retainer increase
and bonus award, and the underlying compensation philosophy for such
compensation elements, is described above.
Sandra MacKay, Senior Vice President, Legal &
Corporate Secretary
Ms. MacKay’s compensation rate is determined by the Board of
Directors upon recommendation of the Compensation Committee, having regard to
the value of her expertise to the Company. Ms. MacKay is an experienced lawyer
with special expertise in the areas required in her role as general internal
counsel to the Company; additionally she has an extensive business
background.
In July of 2013 Ms. MacKay’s annual base salary was increased
to $200,000 per annum retroactive to January of 2013. In July of 2013 Ms. MacKay
was awarded a discretionary cash bonus in the amount of $97,500 in recognition
of her instrumental contribution to the achievement of corporate goals
in 2012, her individual contribution as a member of the Company’s executive team
and her personal performance in fulfilling 2012 personal performance goals.
35
The review process which lead to the annual retainer increase
and bonus award, and the underlying compensation philosophy for such
compensation elements, is described above.
Summary Compensation Table
A summary of cash and other compensation paid in accordance
with management consulting contracts or employment agreements for our Named
Executive Officers for the last three fiscal years is as follows:
Name and
Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
(1)
($)
|
All Other
Compensation
(7)
($)
|
Total
($)
|
Dennis Higgs, Executive Chairman and
Director
(2)
|
2013
2012
2011
|
250,000
190,980
186,700
|
102,500
125,000
85,000
|
227,334
125,151
538,947
|
4,000
-
145,996
|
583,834
441,131
956,643
|
Glenn Catchpole, CEO and Director
(3)
|
2013
2012
2011
|
250,000
190,980
186,700
|
102,500
125,000
85,000
|
227,334
125,151
538,947
|
4,000
-
145,996
|
583,834
441,131
956,643
|
|
Paul Goranson, President & Chief Operating Officer and
Director
(4)
|
2013
|
20,000
|
-
|
97,898
|
-
|
117,898
|
Benjamin Leboe, Senior Vice President,
Finance and
Chief Financial Officer
(5)
|
2013
2012
2011
|
200,000
161,040
152,140
|
97,500
85,000
50,000
|
197,327
125,151
538,947
|
4,000
-
15,000
|
498,827
371,191
756,087
|
Sandra MacKay, Senior Vice President,
Legal &
Corporate Secretary
(6)
|
2013
2012
2011
|
200,000
167,580
158,975
|
97,500
85,000
45,000
|
160,973
125,151
539,365
|
4,000
-
15,000
|
462,473
377,731
758,340
|
Notes to Summary of Executive Compensation and
Executive Compensation Agreements
(1) Option award compensation figures for 2013, 2012 and 2011
are a fair value calculation which is a notional amount estimated at the date of
the grant using the Black-Scholes option-pricing model in accordance with FASB
ASC 718. The actual value received by the executives may differ materially from
that reported herein. Options granted in 2013, 2012 and 2011 vested as to 40% on
the grant date and as to 30% on each of the first and second anniversaries of
the grant dates. Option award values include all grants which vested in the year
indicated. Note 10 in the Financial Statements included in this Annual Report
describes the assumptions made in the valuation in accordance with FASB ASC
718.
(2) Salary is a management fee paid to a private holding
company of Mr. Dennis Higgs. Mr. Higgs became Executive Chairman of our Board on
February 1, 2006. In 2005 we entered into a consulting agreement with Ubex
Capital Inc., wholly owned by Dennis Higgs. Under that agreement, amended in
2013, the Company currently pays a monthly fee of $20,833 in consideration of
the provision of the services of Mr. Higgs as Executive Chairman.
(3) Salary is a management fee paid to a private holding
company of Mr. Glenn Catchpole. Mr. Catchpole was appointed President &
Chief Executive Officer on March 1, 2005. Effective September 15, 2012, Mr.
Catchpole became acting Chief Operating Officer of the Company, as well as its
President & Chief Executive Officer. He relinquished the President &
acting Chief Operating Officer titles on December 2, 2013. In 2005 we entered
into a consulting agreement with Catchpole Enterprises Inc. Catchpole
Enterprises is wholly owned by Glenn and Judy Catchpole. Under that agreement
the Company currently pays a monthly consulting fee of $20,833 in consideration
of the provision of the services of Mr. Catchpole.
36
(4) Mr. Goranson was appointed President & Chief Operating
Officer in December 2013 with a salary of $230,000 per annum plus regular
employee benefits.
(5) Salary is a consulting fee paid to an entity owned by Mr.
Benjamin Leboe. Mr. Leboe was appointed Chief Financial Officer on May 23, 2006
and Senior Vice President, Finance on June 9, 2010. In 2006 we entered into a
consulting agreement with Independent Management Consultants of British Columbia
(IMC). IMC is wholly owned by Benjamin Leboe, our Chief Financial Officer. Under
that agreement the Company currently pays for consulting services provided at
the rate of $16,667 per month.
(6) Ms. MacKay joined the Company on July 1, 2009. Ms. MacKay
was appointed Senior Vice President, Legal on December 8, 2011. Her salary in
2013 was $16,667 per month. During fiscal year 2012 salary was a consulting fee
paid to Sandra R. MacKay Professional Law Corporation, a private corporation
owned by Sandra MacKay.
(7) Other compensation in 2013 was $4,000 per annum paid in
lieu of benefits and, in 2011, was the award of extraordinary one time bonuses
acknowledging the contribution of the Named Executive Officer to financing
related activities in January and February of 2011.
Grants of Plan-Based Awards 2013
Name
|
Grant Date
|
All Other Option Awards:
Number
of Securities
Underlying Options
(#)
|
Exercise or Base Price
of
Option Awards
($/sh)
|
Grant Date Fair Value
of Stock
and Option
Awards
($)
|
|
Dennis Higgs
|
07/12/2013
|
215,000
|
$1.22
|
$229,173
|
|
Glenn Catchpole
|
07/12/2013
|
215,000
|
$1.22
|
$229,173
|
|
Paul Goranson
|
12/02/2013
|
250,000
|
$1.06
|
$230,533
|
|
Benjamin Leboe
|
07/12/2013
|
163,000
|
$1.22
|
$173,745
|
|
Sandra MacKay
|
07/12/2013
|
100,000
|
$1.22
|
$106,592
|
(1) Option award compensation is the fair value for stock
options granted during the period, a notional amount estimated at the date of
the grant using the Black-Scholes option-pricing model in accordance with FASB
ASC 718. All options were priced at the market price of common shares on the
date of the grant. Options granted vested as to 40% on the grant date, and as to
30% on the first and second anniversary dates of the grant date. Fair Value
shown includes vested and unvested options as at the grant date.
The actual
value received by the executives may differ materially from that reported
herein.
Disclosure Relating to Summary Compensation Table and Grants
of Plan-Based Awards
For a discussion of each individual executive officer's
compensation arrangements and cash bonuses, please see the discussion under each
officer’s name in the Compensation Discussion and Analysis above.
In July of 2013, as part of its review of the compensation
program for executive officers and directors, the Compensation Committee
endorsed option grants to its directors and executive officers, as is set out
below. The number of options granted to directors was consistent with grants in
2012 and 2011. With respect to the executive officers, the number of options was
reduced from historic levels and was determined in each case having regard to
the impact which a recent decline in share price had had on the value of options
previously given, in order to make the grant figures equitable amongst the group
when considered against past grants in each individual’s case.
In December of 2013 the Compensation Committee, as part of its
annual review of the Company’s overall compensation program, considered a
universal option grant to all employees, excepting out directors and executive
officers because those individuals had received option grants in July of 2012.
The Compensation Committee determined that a universal option grant to regular
employees consistent with historic annual levels was in order, in light of the Company’s accomplishment in progressing
construction of the Nichols Ranch Project, and in light of the need to retain
key employees given the increased staffing demands as the Company prepares for
production. The grant of a total of 970,000 stock options was approved. The
Compensation Committee was once again mindful of the Company’s guideline whereby
it endeavors to ensure that the amount of options outstanding at any time does
not, in the aggregate, exceed 10% of the number of issued and outstanding shares
of common stock then outstanding (the “10% Limitation”). In light of the 10%
Limitation, and in order to align with best practices, the Compensation
Committee determined that all options granted in December of 2013 would vest
over a two year period, as to 40% upon the grant date, and as to 30% on each of
the first and second anniversaries of the grant date. In 2011, such a vesting
schedule was introduced for the first time, in respect of the stock option
awards granted to executive officers and directors in December of 2011.
37
Outstanding Equity Awards to Executives at Fiscal
Year-end
Option Awards
|
Name
|
Number of Securities
Underlying Unexercised
Options (#)
Exercisable
|
Number of Securities
Underlying Unexercised
Options
(#)
Unexercisable
|
Equity Incentive
Plan Awards:
Number of
Securities
Unexercised
Unearned Options (#)
|
Option Exercise Price
($)
|
Option Expiry Date
|
Dennis Higgs
|
150,000
250,000
125,000
40,000
70,000
100,000
80,000
135,000
94,500
86,000
|
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
40,500
129,000
|
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
|
0.75
3.20
2.64
0.65
1.33
3.98
3.21
1.89
1.32
1.22
|
Jan 6, 2016
Jan 26, 2017
Jan 7, 2018
Jan 5, 2019
Jan 4, 2020
Jan 9, 2021
Apr 7, 2021
Dec
12, 2021
Dec 16, 2022
Jul 11, 2023
|
Glenn Catchpole
|
190,000
250,000
125,000
70,000
100,000
80,000
135,00
94,500
86,000
|
Nil
Nil
Nil
Nil
Nil
Nil
Nil
40,500
129,000
|
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
|
0.75
3.20
2.64
1.33
3.98
3.21
1.89
1.32
1.22
|
Jan 6, 2016
Jan 26, 2017
Jan 7, 2018
Jan 4, 2020
Jan 9, 2021
Apr 7, 2021
Dec 12, 2021
Dec
16, 2022
Jul 11, 2023
|
Paul Goranson
|
100,000
|
150,000
|
Nil
|
1.06
|
Dec 1, 2023
|
Benjamin Leboe
|
100,000
125,000
125,000
70,000
100,000
80,000
135,000
|
Nil
Nil
Nil
Nil
Nil
Nil
Nil
|
Nil
Nil
Nil
Nil
Nil
Nil
Nil
|
1.96
3.20
2.64
1.33
3.98
3.21
1.89
|
May 23, 2016
Jan 26, 2017
Jan 7, 2018
Jan 4, 2020
Jan 9, 2021
Apr 7, 2021
Dec 12, 2021
|
38
|
94,500
65,200
|
40,500
97,800
|
Nil
Nil
|
1.32
1.22
|
Dec 16, 2022
Jul 11, 2023
|
Sandra MacKay
|
100,000
17,500
100,000
80,000
135,000
94,500
40,000
|
Nil
Nil
Nil
Nil
Nil
40,500
60,000
|
Nil
Nil
Nil
Nil
Nil
Nil
Nil
|
2.07
1.33
3.98
3.21
1.89
1.32
1.22
|
Jul 1, 2019
Jan 4, 2020
Jan 9, 2021
Apr 7, 2021
Dec 12, 2021
Dec 16, 2022
July 11, 2023
|
Option Exercises and Stock Vested in 2013
|
Option Awards
|
Name
|
Number of Shares
Acquired on Exercise
(#)
|
Value Realized on
Exercise ($)
|
|
Dennis Higgs
|
Nil
|
Nil
|
|
Glenn Catchpole
|
Nil
|
Nil
|
|
Paul Goranson
|
Nil
|
Nil
|
|
Benjamin Leboe
|
Nil
|
Nil
|
|
Sandra MacKay
|
Nil
|
Nil
|
Compensation Committee Interlocks and Insider
Participation
No person who served as a member of the Compensation Committee
during fiscal year 2013 was a current or former officer or employee of the
Company or engaged in certain transactions with the Company as required to be
disclosed under Item 404 of Regulation S-K. Additionally, there were no
compensation committee “interlocks” during fiscal year 2013, which generally
means that no executive officer of the Company served as a director or member of
the compensation committee of another entity which had an executive officer
serving as a director or member of the Company’s Compensation Committee.
Pension Benefits
None.
Non-Qualified Deferred Compensation
None.
39
Retirement, Resignation or Termination Plans
Officers with contracts for services have notice requirements
which permit pay in lieu of notice. In December 2007 we approved a policy
whereby certain executive officers will receive a termination payment of a
multiple of their annual compensation following a change in control of our
Company. At present, the multiple used for a change of control payment is five
times base compensation for executive officers Higgs and Catchpole and three
times base compensation for officer Leboe. In February of 2014, the Compensation
Committee resolved in principle to change the terms of the change of control
agreements which are currently in place for Messrs. Higgs, Catchpole and Leboe
and to enter into new change of control agreements with Mr. Goranson and Ms.
MacKay. Under the new agreement terms an executive officer will be compensated
following a change of control, as will be precisely defined, only if the
officer’s engagement or employment is subsequently terminated or detrimentally
changed such that the officer would have good reason to resign, as will be
defined. In such circumstances, commonly referred to as a “double trigger”, the
executive officer will be entitled to a severance payment which will not exceed
two times his or her annual cash compensation (base salary plus target incentive
compensation). It is the view of the Compensation Committee that change of
control agreements on such terms are more in line with current best practices
and will better align to shareholders’ interests going forward. Those agreements
are expected to be put in place prior to the Annual General Meeting. Once
concluded they will be disclosed in a Form 8-K filing by the Company.
Compensation Committee Report
The Compensation Committee oversees the Company’s compensation
reporting process on behalf of the Board. The Compensation Committee has four
members, each of whom is “independent” as defined in the NYSE MKT Company Guide.
The committee operates under a written charter, revised and adopted by the
Board.
The Committee assists the Board by overseeing the (1) annual
review of director and executive officer compensation policies and goals, (2)
determining the compensation of directors and executive officers, and (3)
providing accurate public disclosure of the Company’s compensation program.
In the course of providing its oversight responsibilities
regarding the Company’s compensation of directors and executive officers in
2013, the Committee reviewed and discussed with management the Compensation
Discussion and Analysis included in this Annual Report.
Based on the Compensation Committee’s review of the
Compensation Discussion and Analysis and discussions with the Board and the
Company’s management, the Compensation Committee recommended that the
Compensation Discussion and Analysis be included in this Annual Report.
Submitted by the members of the Compensation Committee of
the Board:
Peter Bell, Chairman
Arnold Dyck
Gerhard Kirchner
Paul Saxton
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following tables set forth information as of December 31,
2013 regarding the ownership of our common stock by:
40
-
each named executive officer, each director and all of our directors and
executive officers as a group; and
-
each person who is known by us to own more than 5% of our shares of common
stock.
Beneficial ownership is determined in accordance with the rules
and regulations of the SEC. Shares subject to options that are exercisable
within 60 days following December 31, 2013 are deemed to be outstanding and
beneficially owned by the optionee for the purpose of computing share and
percentage ownership of that optionee but are not deemed to be outstanding for
the purpose of computing the percentage ownership of any other person. Except as
indicated in the footnotes to this table, and as affected by applicable
community property laws, all persons listed have sole voting and investment
power for all shares shown as beneficially owned by them.
The number of shares beneficially owned and the percentage of
shares beneficially owned are based on 85,815,074 shares of common stock
outstanding plus 5,165,050 common share purchase options vested within 60 days
of December 31, 2013.
DIRECTORS AND EXECUTIVE OFFICERS
Title of Class
|
Name and Address of
Beneficial Owner
|
Amount and Nature of Beneficial
Ownership
|
Percentage of Class
(1)
|
Common Stock
|
Dennis Higgs
Director and
Executive Chairman
Suite 1410 – 800 West Pender Street
Vancouver,
B.C., V6C 2V6 CANADA
|
5,005,500
(2)
|
5.50%
|
Common Stock
|
Glenn Catchpole
Director, and
CEO/PEO
4413 East 22
nd
Street
Casper, WY, 82609 USA
|
2,582,600
(3)
|
2.84%
|
Common Stock
|
Paul Goranson
Director,
President & COO
1701 East “E” Street
Casper, WY, 82605 USA
|
100,000
(4)
|
**
|
Common Stock
|
Dr. Gerhard Kirchner
Director
Hoech 5a
A-8442 St. Andrae-Hoech AUSTRIA
|
735,350
(5)
|
**
|
Common Stock
|
Paul Saxton
Director
188
Stonegate Drive
Furry Creek, B.C., V7R 4W7 CANADA
|
352,250
(6)
|
**
|
Common Stock
|
Peter Bell
Director
#105
– 3389 Capilano Road
North Vancouver, B.C., V7R 4W7 CANADA
|
390,750
(7)
|
**
|
Common Stock
|
Arnold J. Dyck
Director
504 – 230 Saskatchewan Crescent East
Saskatoon, S.K., S7N 0K6 CANADA
|
384,500
(8)
|
**
|
41
Common Stock
|
Benjamin Leboe
Senior VP,
Finance & CFO/PFO
16730 Carrs Landing Road
Lake Country, B.C.,
V4V 1B2 CANADA
|
910,700
(9)
|
1.00%
|
Common Stock
|
Sandra MacKay
Senior VP,
Legal & Corporate Secretary
Suite 1410 – 800 West Pender Street
Vancouver, B.C., V6C 2V6 CANADA
|
567,000
(10)
|
**
|
Total
|
|
10,998,650
|
12.09%
|
** indicates ownership less than 1%
|
(1)
|
The percent of class is based on 90,980,124 shares
comprised of 85,815,074 shares of common stock issued and outstanding as
of December 31, 2013 plus 5,165,050 options vested within 60 days of
December 31, 2013.
|
|
|
|
|
(2)
|
Includes 3,875,000 shares and 1,130,500 exercisable share
purchase options.
|
|
|
|
|
(3)
|
Includes 1,452,100 shares and 1,130,500 exercisable share
purchase options.
|
|
|
|
|
(4)
|
Includes Nil shares and 100,000 exercisable share
purchase options.
|
|
|
|
|
(5)
|
Includes 476,000 shares and 259,350 exercisable share
purchase options.
|
|
|
|
|
(6)
|
Includes 11,500 shares and 340,750 exercisable share
purchase options.
|
|
|
|
|
(7)
|
Includes Nil shares and 390,750 exercisable share
purchase options.
|
|
|
|
|
(8)
|
Includes 3,000 shares and 351,500 exercisable share
purchase options.
|
|
|
|
|
(9)
|
Includes 16,000 shares and 894,700 exercisable share
purchase options.
|
|
|
|
|
(10)
|
Includes Nil shares and 567,000 exercisable share
purchase options.
|
NON-RELATED SHAREHOLDERS HOLDING OVER 5%
Title of Class
|
Name and Address of
Beneficial
Owner
|
Amount and Nature of
Beneficial Ownership
|
Percentage of
Class
(1)
|
Common Stock
|
Cede & Co.
(2)
Box 222
Bowling Green Stn.
New York, N.Y. 10274 USA
|
75,908,988
|
88.46%
|
|
(1)
|
The percent of class is based on 85,815,074 shares of
common stock issued and outstanding as of December 31, 2013.
|
|
|
|
|
(2)
|
Central depository for unknown number of
shareholders.
|
We believe that all persons named have full voting and
investment power with respect to the shares indicated, unless otherwise noted in
the table. Under the rules of the SEC, a person (or group of persons) is deemed
to be a “beneficial owner” of a security if he or she, directly or indirectly,
has or shares the power to vote or to direct the voting of such security, or the
power to dispose of or to direct the disposition of such security. Accordingly,
more than one person may be deemed to be a beneficial owner of the same
security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60
days, such as options or warrants to purchase our common stock.
42
We have no knowledge of any other arrangements, including any
pledge by any person of our securities, the operation of which may at a
subsequent date result in a change in control.
We are not, to the best of our knowledge, directly or
indirectly owned or controlled by another corporation or foreign government.
Change in Control
We are not aware of any arrangement that might result in a
change in control in the future. We have no knowledge of any arrangements,
including any pledge by any person of our securities, the operation of which may
at a subsequent date result in a change in control of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We had no reportable transactions with related parties since
January 1, 2013, including named security holders.
Policy for Review of Related Party Transactions
The Company has a policy for the review of transactions with
related persons as set forth in the Company’s Audit Committee Charter and
internal practices. The policy requires review, approval or ratification of all
transactions in which the Company is a participant and in which any of the
Company’s directors, executive officers, significant shareholders or an
immediate family member of any of the foregoing persons has a direct or indirect
material interest, subject to certain categories of transactions that are deemed
to be pre-approved under the policy - including employment of executive
officers, director compensation (in general, where such transactions are
required to be reported in the Company’s proxy statement pursuant to SEC
compensation disclosure requirements), as well as certain transactions where the
amounts involved do not exceed specified thresholds. All related party
transactions must be reported for review by the Audit Committee of the Board
pursuant to the Audit Committee’s charter and the rules of the NYSE MKT.
Following its review, the Audit Committee determines whether
these transactions are in, or not inconsistent with, the best interests of the
Company and its shareholders, taking into consideration whether they are on
terms no less favorable to the Company than those available with other parties
and the related person’s interest in the transaction. If a related party
transaction is to be ongoing, the Audit Committee may establish guidelines for
the Company’s management to follow in its ongoing dealings with the related
person.
Our policy for review of transactions with related persons was
followed in all of the transactions set forth above and all such transactions
were reviewed and approved in accordance with our policy for review of
transactions with related persons.
43
PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
QUESTIONS AND ANSWERS
What am I voting on?
The Audit Committee has selected Manning Elliott LLP to be the
Company’s Independent Registered Public Accounting Firm for the current fiscal
year ending December 31, 2014.
This proposal seeks stockholder ratification of the appointment
of Manning Elliott LLP.
Will a representative of Manning Elliott be present at the
Annual Meeting?
The Company does not expect that a representative of Manning
Elliott will be present at the Annual Meeting and therefore will not be
available to make a statement or answer questions.
INFORMATION IN RESPECT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Manning Elliott LLP was the Independent Registered Public
Accounting Firm for the Company in the fiscal year ended December 31, 2013.
Our financial statements have been audited by Manning Elliott
LLP, independent registered public accounting firm, for the years ended December
31, 2013, 2012 and 2011.
The following table sets forth information regarding the amount
billed to us by our independent auditor, Manning Elliott LLP for our two fiscal
years ended December 31, 2013:
|
|
Years Ended December 31
|
|
|
2013
|
2012
|
|
Audit Fees
|
$95,984
|
$75,670
|
|
Audit Related Fees
|
$29,750
|
$ 24,240
|
|
Tax Fees
|
$6,750
|
$ 5,674
|
|
Other
|
$42,250
|
Nil
|
|
Total
|
$174,734
|
$105,584
|
Audit Fees
Audit Fees are the aggregate fees and expenses billed by our
independent auditor for the audit of our annual financial statements and
attestation services that are provided in connection with statutory and
regulatory filings or engagements.
44
Audit Related Fees
Consist of fees billed for assurance and related services that
are reasonably related to the performance of the audit and reviews of our
interim consolidated financial statements and are not reported under “Audit
Fees”.
Tax Fees
Consist of fees billed for professional services for tax
compliance, tax advice and tax planning. These services include preparation of
federal and state income tax returns.
All Other Fees
Consist of fees for product and services other than the
services reported above.
Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors
The Audit Committee has adopted procedures requiring the Audit
Committee to review and approve in advance, all particular engagements for
services provided by the Company’s independent auditor. Consistent with
applicable laws, the procedures permit limited amounts of services, other than
audit, review or attest services, to be approved by one or more members of the
Audit Committee pursuant to authority delegated by the Audit Committee, provided
the Audit Committee is informed of each particular service. All of the
engagements and fees for 2013 were pre-approved by the Audit Committee.
The Board recommends a vote “
FOR”
the
ratification of the appointment of the independent registered public accounting
firm. All proxies executed and returned without an indication as to how shares
should be voted will be voted
“FOR”
the ratification of the
appointment of the independent registered public accounting firm.
45
PROPOSAL 3 — ADVISORY VOTE REGARDING EXECUTIVE
COMPENSATION
The
Dodd-Frank Wall Street Reform and Consumer Protection
Act of 2010
(the
“Dodd-Frank Act”
), requires that the Company provide
its stockholders with the opportunity to vote to approve, on an advisory,
non-binding basis, the compensation of the Company’s named executive officers as
disclosed in this Proxy Statement in accordance with applicable SEC rules.
As described in greater detail under the heading “Executive
Compensation - Compensation Discussion and Analysis
,
” the Company’s goal
for its executive compensation program is to attract, motivate and retain a
talented team of executives who will provide leadership for its success, and
thereby increase shareholder value. The Company believes that its executive
compensation program satisfies this goal and is strongly aligned with the
long-term interests of its shareholders. Please see the section “Executive
Compensation” and the related compensation tables for additional details about
the Company’s executive compensation programs, including information about the
fiscal 2013 compensation of the Company’s named executive officers.
The Company is asking its stockholders to indicate their
support for its named executive officer compensation as described in this Proxy
Statement.
This proposal, commonly known as a “say-on-pay” proposal, gives
shareholders the opportunity to express their views on the Company’s named
executive officers’ compensation. This vote is not intended to address any
specific item of compensation, but rather the overall compensation of the
Company’s named executive officers and the philosophy, policies and practices
described in this Proxy Statement. Accordingly, the Company is asking
shareholders to vote
“
FOR
”
the following resolution
at the Meeting:
“BE IT RESOLVED, that the shareholders
of Uranerz Energy Corporation approve, on an advisory basis, the compensation of
the named executive officers, as disclosed in the Proxy Statement for the 2014
annual general meeting of shareholders pursuant to the compensation disclosure
rules of the SEC, including the Compensation Discussion and Analysis,
compensation tables and narrative discussion.”
This “say-on-pay” vote is advisory, and therefore, is not
binding on the Company, the Compensation Committee or the Board. The Board and
the Company’s Compensation Committee value the opinions of the Company’s
shareholders, and to the extent there is any significant vote against the named
executive officer compensation as disclosed in this Proxy Statement, the
Company, the Board and the Compensation Committee will consider the results of
the vote in future compensation deliberations. Pursuant to the advisory vote of
Company’s shareholders at our annual meeting of shareholders held on June 15,
2011, voting in favor of a frequency of advisory votes on executive compensation
of every three (3) years, as disclosed in our current report on Form 8-K on June
21, 2011, our Board adopted a frequency of advisory votes on executive
compensation of every three (3) years.
Unless otherwise instructed, the proxies given pursuant to
this solicitation will be voted
“FOR”
the resolution approving the compensation
of our named executive officers as disclosed in this Proxy Statement.
Under
the rules of the NYSE MKT exchange, brokers are prohibited from giving proxies
to vote on executive compensation matters unless the beneficial owner of such
shares has given voting instructions on the matter. This means that if your
broker is the record holder of your shares, you must give voting instructions to
your broker with respect to this proposal if you want your broker to vote your
shares on the matter.
The Board recommends that the shareholders vote
“FOR”
the resolution approving the compensation of our
named executive officers as disclosed in this Proxy Statement.
46
OTHER MATTERS
As of the date of this Proxy Statement, management does not
know of any other matter that will come before the meeting.
By Order of the Board of Directors
Sandra R. MacKay, Corporate Secretary
April 29, 2014
Please sign and return the enclosed form of proxy promptly.
If you decide to attend the meeting, you may, if you wish, revoke the proxy and
vote your shares in person.
47
Appendix A – Form of Proxy Card
Important Notice Regarding the
Availability of Proxy Materials for the Annual Meeting of Stockholders to be
held on June 11, 2014. This proxy statement and our 2013 Annual Report to
Stockholders are available at:
http://www.uranerz.com/s/2014annualmeeting.asp
48
