UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January
27, 2016
ENERGY FUELS INC.
(Exact name of registrant as specified in its charter)
Ontario |
001-36204 |
98-1067994 |
(State or other jurisdiction of |
(Commission File Number) |
(I.R.S. Employer |
incorporation) |
|
Identification No.) |
225 Union Blvd., Suite 600 |
|
Lakewood, Colorado |
80228 |
(Address of principal executive offices) |
(Zip Code) |
(303) 974-2140
(Registrants telephone number,
including area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d
-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e
-4(c))
Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers.
On January 27, 2016, the Board of Directors (the Board) of
Energy Fuels Inc. (the Company) appointed Mr. Hyung Mun Bae as a Director of
the Company to fill the vacancy left by the resignation of Joo Soo Park. Mr. Bae
will serve as the representative of Korea Electric Power Corporation (KEPCO)
on the Board of the Company.
The Company and KEPCO are parties to a Strategic Relationship
Agreement (the SRA). KEPCO is the largest electric utility in South Korea,
responsible for 93% of South Koreas electricity generation and the development
of nuclear projects worldwide. The key objectives of the SRA are to establish a
long-term and strategic collaborative relationship and to promote the
development of each companys businesses. The SRA addresses a number of areas of
interest for both the Company and KEPCO, including the development of the
Companys Wyoming projects, KEPCOs seat on the board of directors of the
Company, visitation and secondment rights, and future qualified bidding by the
Company on uranium concentrate supply contracts for KEPCO and its affiliates.
Mr. Bae is currently the General Manager, Overseas Resources
Project Department at KEPCO. Mr. Bae was previously the General Manager of the
Chung Nam District Division of KEPCO, the General Manager of the Accounting
Office at KEPCO, a Senior Manager of the Treasury Department of KEPCO and a
Senior Manager of the Overseas Resources Development Team at KEPCO. Mr. Bae
graduated with a degree in Business Administration from the Sejong University in
Korea in 1995 and graduated with a Masters of Science-Technology Management
from the State University of New York at Stony Brook in 2015.
Concurrently with Mr. Baes appointment to the Board, the Board
also granted to Mr. Bae 33,019 Restricted Stock Units (RSUs) pursuant to the
Companys 2015 Omnibus Equity Incentive Compensation Plan (the Equity Incentive
Plan). Mr. Baes RSUs vest on the following schedule; 50% on January 27, 2017;
25% on January 27, 2018; and 25% on January 27, 2019.
Equity Incentive Plan
On January 28, 2015, the Board approved the Equity Incentive
Plan on January 28, 2015 and the Equity Incentive Plan was subsequently ratified
by the shareholders of the Company on June 18, 2015.
Summary of Equity Incentive Plan
The following is a summary of the principal terms of the Equity
Incentive Plan, which is qualified in its entirety by reference to the text of
the Equity Incentive Plan, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K.
Employees, directors and consultants of the Company and its
affiliates are eligible to participate in the Equity Incentive Plan (the
Eligible Participants and, following the grant of an award (an Award)
pursuant to the Equity Incentive Plan, the Participants). The Board or a
committee authorized by the Board (the Committee) will be responsible for
administering the Equity Incentive Plan.
The Equity Incentive Plan will permit the Committee to grant
Awards for non-qualified stock options (NQSOs), incentive stock options
(ISOs and together with NQSOs, Options), stock appreciation rights (SARs)
restricted stock (Restricted Stock), deferred share units (DSUs), restricted
stock units (RSUs), performance shares (Performance Shares), performance
units (Performance Units) and stock-based awards (SBAs) to Eligible
Participants.
Common Shares Issuable Pursuant to the Equity Incentive
Plan
The number of the Companys common shares (the Common Shares)
reserved for issuance under the Equity Incentive Plan shall not exceed 10% of
the then issued and outstanding the Companys Common Shares from time to time.
Subject to applicable law, the requirements of the Toronto Stock Exchange (the
TSX) or the NYSE MKT LLC (the NYSE) and any shareholder or other approval which
may be required, the Board may in its discretion amend the Plan to increase such
limit without notice to any Participants.
The number of the Companys Common Shares reserved for issuance
to insiders of the Company pursuant to the Equity Incentive Plan together with
all other share compensation arrangements shall not exceed 10% of the
outstanding Common Shares of the Company. Within any one-year period, the number
of the Companys Common Shares issued to insiders pursuant to the Equity
Incentive Plan and all other share compensation arrangements of the Company will
not exceed an aggregate of 10% of the outstanding Common Shares of the Company.
Ongoing Shareholder Approval of the Equity Incentive
Plan
Pursuant to the rules of the TSX, since the Equity Incentive
Plan provides for a maximum number of the Companys Common Shares issuable
thereunder based on a percentage of the outstanding Common Shares of the Company
from time to time, the Equity Incentive Plan must be renewed by approval of the
shareholders of the Company every three years.
Types of Awards
Options
The Committee may grant Options to any Eligible Participant at
any time, in such number and on such terms as will be determined by the
Committee in its discretion. ISOs may be granted only to employees of the
Company or a parent subsidiary corporation of the Company within the meaning of
Section 424 of the U.S. Internal Revenue Code of 1986 (the Code). The exercise
price for any Option granted pursuant to the Equity Incentive Plan will be
determined by the Committee and specified in the Award Agreement, provided
however, that the price will not be less than the fair market value (the FMV)
of the Companys Common Shares on the day of grant (which cannot be less than
the greater of (a) the volume weighted average trading price of the Common
Shares on the TSX or the NYSE for the five trading days immediately prior to the
grant date; or (b) the closing price of the Companys Common Shares on the TSX
or the NYSE on the trading day immediately prior to the grant date), provided
further, that the exercise price for an ISO granted to a holder of 10% or more
of the Companys Common Shares (a Significant Stockholder) shall not be less
than 110% of the FMV.
Options will vest and become exercisable at such times and on
the occurrence of such events, and be subject to such restrictions and
conditions, as the Committee in each instance approves.
Options will expire at such time as the Committee determines at
the time of grant; provided, however that no Option will be exercisable later
than the tenth anniversary date of its grant and, provided further, that no ISO
granted to a Significant Stockholder shall be exercisable after the expiration
of five years from the date of grant, except where the expiry date of any NQSO
would occur in a blackout period or within five days of the end of a blackout
period, in which case the expiry date will be automatically extended to the
tenth business day following the last day of a blackout period.
Stock Appreciation Rights
A stock appreciation right or a SAR entitles the holder to
receive the difference between the FMV of the Companys Common Share(s) on the
date of exercise and the grant price. The Committee may grant SARs to any
Eligible Participant at any time and on such terms as will be determined by the
Committee and may grant SARs in tandem with Options or as standalone SARs. The
grant price of a SAR will be determined by the Committee and specified in the
Award Agreement. The price will not be less than the FMV of the Companys Common
Shares on the day of grant. The grant price of a SAR granted in tandem with an
Option will be equal to the price of the related Option. SARs will vest and
become exercisable upon whatever terms and conditions the Committee, in its
discretion, imposes. Additionally, tandem SARs will only be exercisable upon the
surrender of the right to receive the Companys Common Shares under the related
Options. SARs will expire at such time as the Committee determines and, except as determined otherwise by the Committee and
specified in the Award Agreement, no SAR will be exercisable later than the
tenth anniversary date of its grant.
Upon the exercise of a SAR, a Participant shall be entitled to
receive payment from the Corporation in an amount representing the difference
between the FMV of the underlying Common Shares of the Company on the date of
exercise over the grant price. At the discretion of the Committee, the payment
may be in cash, Common Shares of the Company or some combination thereof.
Restricted Stock and Restricted Stock Units.
Restricted Stock are awards of common shares that are subject
to forfeiture based on the passage of time, the achievement of performance
criteria, and/or upon the occurrence of other events, over a period of time, as
determined by the Committee. Restricted Stock Units are similar to Restricted
Stock, but provide a right to receive common shares or cash or a combination of
the two upon settlement. The Committee may grant Restricted Stock and/or RSUs to
any Eligible Participant at any time and on such terms as the Committee
determines. The specific terms, including the number of Restricted Stock or RSUs
awarded, the restriction period, the settlement date and any other restrictions
or conditions that the Committee determines to impose on any Restricted Stock or
RSU shall be set out in an Award Agreement.
To the extent required by law, holders of Restricted Stock
shall have voting rights during the restricted period, however, holders of RSUs
shall have no voting rights until and unless the Companys Common Shares are
issued on the settlement of such RSUs.
Unless otherwise determined by the Committee or as set out in
any Award Agreement, no RSU will vest later than three years after the date of
grant.
Deferred Share Units.
DSUs are awards denominated in units that provide the holder
with a right to receive common shares or cash or a combination of the two upon
settlement. The Committee may grant DSUs to any Eligible Participant at any
time, in such number and on such terms as will be determined by the Committee in
its discretion and as will be set out in the applicable Award Agreement.
Performance Shares and Performance Share Units.
Performance Shares are awards, denominated in the Companys
Common Shares, the value of which at the time it is payable is determined as a
function of the extent to which corresponding performance criteria have been
achieved. Performance Units are equivalent to Performance Shares but are
denominated in units. The Committee may grant Performance Shares and/or
Performance Units to any Eligible Participant at any time, in such number and on
such terms as may be determined by the Committee in its discretion. Each
Performance Share and Performance Unit will have an initial value equal to the
FMV of the Companys Common Shares on the date of grant. The Committee will set
performance criteria for a Performance Share or Performance Unit in its
discretion and the period of time during which the performance criteria must be
met. The extent to which the performance criteria is met will determine the
ultimate value and/or number of Performance Shares or Performance Units that
will be paid to the Participant.
The Committee may pay earned Performance Shares or Performance
Units in the form of cash or the Companys Common Shares equal to the value of
the Performance Share or Performance Unit at the end of the performance period.
The Committee may determine that holders of Performance Shares or Performance
Units be credited with consideration equivalent to dividends declared by the
Board and paid on outstanding Common Shares of the Company.
Stock-Based Awards.
The Committee may, to the extent permitted by the TSX, grant
other types of equity-based or equity-related Awards not otherwise described by
the terms of the Equity Incentive Plan in such amounts and subject to such terms
and conditions as the Committee determines. Such SBAs may involve the transfer
of actual Common Shares of the Company to Participants, or payment in cash or
otherwise of amounts based on the value of the Companys Common Shares.
Assignability
Other than Restricted Stock and RSUs, Awards will be
non-transferable and non-assignable except as provided in an Award Agreement, by
will or by the law of descent and distribution. Such Awards will be exercisable
during the Participants lifetime only by the Participant. Restricted Stock and
RSUs will be non-transferable and non-assignable until the end of the applicable
period of restriction specified in the Award Agreement (and in the case of RSUs
until the date of settlement through delivery or other payment), or upon earlier
satisfaction of any other conditions, as specified by the Committee.
Cessation of Awards
Death.
If a Participant dies while an employee, officer or director
of, or consultant to, the Company or an Affiliate: (i) any Options held by the
Participant that are exercisable at the date of death continue to be exercisable
by the executor or administrator of the Participants estate until the earlier
of twelve months after the date of death and the date on which the exercise
period of the particular Option expires and any Options that are not exercisable
at the date of death shall immediately expire; (ii) any RSUs held that have
vested as at the date of death will be paid to the Participant's estate, and any
RSUs that have not vested as at the date of death will be immediately cancelled;
and (iii) the treatment for all other types of Awards shall be as set out in the
applicable Award Agreement.
Termination other than Death.
Upon termination of the Participants employment or term of
office or engagement with the Company for any reason other than death: (i) any
of the Options held by the Participant that are exercisable on the termination
date continue to be exercisable until the earlier of three months (six months in
the case of a voluntary retirement) after the termination date and the date on
which the exercise period of the Option expires, and any Options that have not
vested at the termination date shall immediately expire; (ii) any RSUs held by a
Participant that have vested at the termination date will be paid to the
Participant and any RSUs that have not at the termination date will be
immediately cancelled; and (iii) the treatment for all other types of Awards
shall be as set out in the applicable Award Agreement.
Corporate Reorganization and Change of Control
Corporate Reorganization.
In the event of any merger, arrangement, amalgamation,
consolidation, reorganization, recapitalization, separation, stock dividend,
extraordinary dividend, stock split, reverse stock split, split up, spin-off or
other distribution of stock or property of the Company, combination of
securities, exchange of securities, dividend in kind, or other like change in
capital structure or distribution to stockholders of the Company, or any similar
corporate event or transaction (a Corporate Reorganization), the Committee
will make or provide for such adjustments or substitutions as are equitably
necessary in: (i) the number and kind of securities that may be issued under the
Equity Incentive Plan, (ii) the number and kind of securities subject to
outstanding Awards, (iii) the price applicable to outstanding Awards, (iv) the
award limits, (v) the limit on issuing Awards except as provided for in the
Equity Incentive Plan, and (vi) any other value determinations applicable to
outstanding Awards or to the Equity Incentive Plan.
In connection with a Corporate Reorganization, the Committee
will have the discretion to permit a holder of Options to purchase, and the
holder shall be required to accept, on the exercise of such Option, in lieu of
the Companys Common Shares, securities or other property that the holder would
have been entitled to receive as a result of the Corporate Reorganization if
that holder had owned all Common Shares of the Company that were subject to the
Option.
Change of Control.
In the event of a Change of Control (as defined in the Equity
Incentive Plan), subject to applicable laws and rules and regulations of a
national exchange or market on which the Companys Common Shares are listed or
as otherwise provided in any Award Agreement, (a) all Options and SARs shall be
accelerated to become immediately exercisable; (b) all restrictions imposed on
Restricted Stock and RSUs shall lapse and RSUs shall be immediately settled and
payable; (c) target payout opportunities attainable under all outstanding Awards
of performance-based Restricted Stock, performance-based Restricted Stock Units,
Performance Units and Performance Shares shall be deemed to have been fully
earned; (d) unless otherwise specifically provided in a written agreement
entered into between the Participant and the Company or an Affiliate, the
Committee shall immediately cause all other Stock-Based Awards to vest and be
paid out as determined by the Committee, and (e) the Committee will have
discretion to cancel all outstanding Awards, and the value of such Awards will
be paid in cash based on the change of control price.
Notwithstanding the above, no acceleration of vesting,
cancellation, lapsing of restrictions, payment of an Award, cash settlement or
other payment will occur with respect to an Award if the Committee determines,
in good faith, that the Award will be honoured, assumed or substituted by a
successor corporation, provided that such honoured, assumed or substituted Award
must: (a) be based on stock which is traded on the TSX and/or an established
securities market in the United States; (b) provide such Participant with rights
and entitlements substantially equivalent to or better than the rights, terms
and conditions applicable under such Award; (c) recognize, for the purpose of
vesting provisions, the time that the Award has been held prior to the Change of
Control; (d) have substantially equivalent economic value to such Award; and (e)
have terms and conditions which provide that in the event a Participants
employment with the Company, and Affiliate or a successor Corporation is
involuntarily terminated or constructively terminated at any time within twelve
months of the Change of Control, any conditions on a Participants rights under,
or any restrictions on transfer or exercisability applicable to such alternative
Award shall be waived or shall lapse, as the case may be.
Amending the Equity Incentive Plan
Except as set out below, and as otherwise provided by law or
stock exchange rules, the Equity Incentive Plan may be amended, altered
modified, suspended or terminated by the Committee at any time, without notice
or approval from shareholders, including but not limited to for the purposes
of:
(a) making any
acceleration of or other amendments to the general vesting provisions of any
Award;
(b) waiving any
termination of, extending the expiry date of, or making any other amendments to
the general term of any Award or exercise period thereunder provided that no
Award held by an insider may be extended beyond its original expiry date;
(c) making any
amendments to add covenants or obligations of the Company for the protection of
Participants;
(d) making any
amendments not inconsistent with the Plan as may be necessary or desirable with
respect to matters or questions which, in the good faith opinion of the Board,
it may be expedient to make, including amendments that are desirable as a result
of changes in law or as a housekeeping matter; or
(e) making such
changes or corrections which are required for the purpose of curing or
correcting any ambiguity or defect or inconsistent provision or clerical
omission or mistake or manifest error.
Amendments requiring the prior approval of the Companys
shareholders are: (i) a reduction in the price of a previously granted Option or
SAR benefitting an insider; (ii) an increase in the total number of Common
Shares available under the Equity Incentive Plan or the total number of the
Companys Common Shares available for ISOs; (iii) an increase to the limit on
the number of Common Shares issued or issuable to insiders; (iv) an extension of
the expiry date of an Option or SAR other than in relation to a blackout period;
and (v) any amendment to the amendment provisions of the Equity Incentive Plan.
Pursuant to the Equity Incentive Plan, on January 27, 2016 the
Board granted RSUs to the following executive officers of the Company:
NAME & TITLE |
RSU GRANT(1)
|
Stephen P. Antony, President & CEO |
156,368 |
David C. Frydenlund, Senior V.P., General Counsel &
Corporate Secretary |
84,906 |
William Paul Goranson, Executive V.P. ISR Operations |
84,906 |
Harold R. Roberts, Executive V.P. Conventional Operations
|
84,906 |
Daniel G. Zang, Chief Financial Officer |
84,906 |
Curtis H. Moore, V.P. Marketing & Corporate Development
|
31,132 |
|
(1) |
RSUs vest as follows: 50% vest on 1/27/2017; 25% vest on
1/27/2018; 25% vest on 1/27/2019 |
Item 9. Financial Statements and Exhibits
(d) Exhibits.
Exhibit |
|
|
Number |
|
Exhibit Description |
|
|
|
10.1 |
|
Energy Fuels Inc. 2015 Omnibus Equity Incentive
Compensation Plan (incorporated by reference from Exhibit 4.1 of the
Companys Form S-8 Registration Statement filed with the United States
Securities and Exchange Commission on June 24, 2015; No. 333-205182)
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
ENERGY FUELS INC. |
|
(Registrant) |
|
|
|
|
Dated: January 29, 2016 |
By: /s/ David C. Frydenlund
|
|
David C. Frydenlund |
|
Senior Vice President, General Counsel and
Corporate |
|
Secretary |
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