BETHESDA, Md., June 16, 2021 /PRNewswire/ -- Centrus Energy
Corp. (NYSE American: LEU) (the "Company") announced the results of
its 2021 annual meeting of stockholders held on June 16, 2021. As of April
19, 2021, the meeting's record date, there were 12,918,602
shares of the Company's Class A common stock outstanding, each
entitled to one vote, and approximately 79.8 percent of those
shares were represented at the annual meeting.
The Company's stockholders passed all five proposals, including
electing the eight director nominees for a term of one year;
approving the Section 382 Rights Agreement, as amended; approving
the 2014 Equity Incentive Plan, as amended and restated; approving,
on an advisory basis, the Company's 2020 executive compensation
(i.e., "say on pay"); and ratifying the appointment of
PricewaterhouseCoopers LLP as the Company's independent auditors
for 2021.
Stockholders reelected W. Thomas
Jagodinski, Tina W. Jonas,
William J. Madia, Daniel B. Poneman, Neil
S. Subin, and Mikel H.
Williams to the Board of Directors, and newly elected
Kirkland H. Donald and Bradley J. Sawatzke to the Board of
Directors.
Kirkland H. Donald served as a
nuclear trained submarine officer for 37 years, achieving the rank
of Admiral. His last assignment in the Navy was a successful eight-year term as the
Director, Naval Nuclear Propulsion Program. This is a dual agency
program responsible to the United States Departments of Defense and
Energy for the safe and effective operation of all nuclear-powered
warships and supporting infrastructure. The program is recognized
worldwide for excellence in reactor safety and reliability.
Following retirement in 2013, he was the President and Chief
Executive Officer of Systems Planning and Analysis, Inc., until
2015. His public board service includes Entergy Corporation (NYSE:
ETR), where he serves on the Finance Committee and is Chairman of
the Nuclear Committee. He supports the Audit Committee on matters
pertaining to cybersecurity. He also serves as Chairman of the
Board for Huntington Ingalls Industries, Inc. (NYSE: HII) and is a
member of the Finance and Cybersecurity Committees. Additionally,
Admiral Donald serves on the board of the non-profit, Battelle, and
the privately held CyberCore Technologies. Admiral Donald advises
the Australian government on matters pertaining to submarine
programs. Admiral Donald graduated from the United States Naval Academy with a Bachelor of
Science in Ocean Engineering.
Bradley J. Sawatzke was appointed
Chief Executive Officer of Energy Northwest (EN) in April 2018. He previously served as Chief
Operating Officer/Chief Nuclear Officer, beginning in December 2014, with responsibility for all EN
generating units. He joined Energy Northwest as vice president of
Nuclear Generation/Chief Nuclear Officer in December 2010. Mr. Sawatzke also serves on the
Institute of Nuclear Power Operations board of directors and
accrediting board, Association of Washington Business executive
committee, Nuclear Energy Institute board of directors, and the
Tri-City Development Council (serving the Pacific Northwest)
executive committee. Mr. Sawatzke holds a Bachelor of Science and
Applied Physics from Winona State
University and is a graduate of the Harvard Advanced
Management Program.
The Company also announced today that after obtaining the
approval of stockholders at it 2021 annual meeting, it had entered
into the fourth amendment to the Company's Section 382 Rights
Agreement (the "Rights Plan") designed to preserve the Company's
substantial tax assets associated with net operating loss
carryforwards ("NOLs") under Section 382 of the Internal Revenue
Code ("Section 382"). The fourth amendment extends the Rights Plan
through June 30, 2023. The Rights
Plan is similar to plans adopted by other public companies with
significant NOLs.
Pursuant to U.S. federal income tax rules, the Company's use of
certain tax assets could be substantially limited if the Company
experiences an "ownership change" (as defined in Section 382). In
general, an ownership change occurs if the ownership of the
Company's stock by "5 percent stockholders" increases by more than
50 percent over the lowest percentage owned by such stockholders at
any time during the prior three years on a rolling basis.
For additional details regarding the amendment to the Rights
Plan, please see the Company's forthcoming Current Report on Form
8-K and amendment to Registration Statement on Form 8-A to be filed
with the Securities and Exchange Commission.
About Centrus Energy
Centrus Energy is a trusted supplier of nuclear fuel and
services for the nuclear power industry. Centrus provides value to
its utility customers through the reliability and diversity of its
supply sources – helping them meet the growing need for clean,
affordable, carbon-free electricity. Since 1998, the Company has
provided its utility customers with more than 1,750 reactor years
of fuel, which is equivalent to 7 billion tons of coal. With
world-class technical and engineering capabilities, Centrus is also
advancing the next generation of centrifuge technologies so that
America can restore its domestic uranium enrichment capability in
the future. Find out more at www.centrusenergy.com.
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Forward Looking Statements
This news release contains "forward-looking statements" within
the meaning of Section 21E of the Securities Exchange Act of 1934.
In this context, forward-looking statements mean statements related
to future events, may address our expected future business and
financial performance, and often contain words such as "expects",
"anticipates", "intends", "plans", "believes", "will", "should",
"could", "would" or "may" and other words of similar meaning.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain. For Centrus Energy Corp.,
particular risks and uncertainties that could cause our actual
future results to differ materially from those expressed in our
forward-looking statements include but are not limited to the
following which are, and will be, exacerbated by the novel
coronavirus (COVID-19) pandemic and any worsening of the global
business and economic environment as a result: risks related to
natural and other disasters, including the continued impact of the
March 2011 earthquake and tsunami in
Japan on the nuclear industry and
on our business, results of operations and prospects; risks related
to financial difficulties experienced by customers, including
possible bankruptcies, insolvencies or any other inability to pay
for our products or services or delays in making timely payment;
risks related to pandemics and other health crises, such as the
global COVID-19 pandemic; the impact and potential extended
duration of the current supply/demand imbalance in the market for
low-enriched uranium ("LEU"); risks related to our ability to sell
the LEU we procure pursuant to our purchase obligations under our
supply agreements; risks related to the imposition of sanctions,
restrictions or other requirements, including those imposed under
the 1992 Russian Suspension Agreement ("RSA"), as amended,
international trade legislation and other international trade
restrictions; risks related to existing or new trade barriers and
contract terms that limit our ability to deliver LEU to customers;
pricing trends and demand in the uranium and enrichment markets and
their impact on our profitability; movement and timing of customer
orders; our dependence on others for deliveries of LEU including
deliveries from the Russian government-owned entity TENEX,
Joint-Stock Company ("TENEX"), under a commercial supply agreement
with TENEX and deliveries under a long-term supply agreement with
Orano Cycle ("Orano"); risks associated with our reliance on
third-party suppliers to provide essential products and services to
us; the fact that we face significant competition from major
producers who may be less cost sensitive or are wholly or partially
government owned; limitations on our ability to compete in foreign
markets; our revenue is largely dependent on our largest customers;
risks related to our sales order book, including uncertainty
concerning customer actions under current contracts and in future
contracting due to market conditions and our lack of current
production capability; risks related to whether or when government
funding or demand for high-assay low-enriched uranium ("HALEU") for
government or commercial uses will materialize; risks and
uncertainties regarding funding for continuation and deployment of
the American Centrifuge technology and our ability to perform and
absorb costs under our agreement with DOE to demonstrate the
capability to produce HALEU and our ability to obtain and/or
perform under other agreements; uncertainty regarding our ability
to commercially deploy competitive enrichment technology; the
potential for further demobilization or termination of our American
Centrifuge work; risks that we will not be able to timely complete
the work that we are obligated to perform; risks related to our
ability to perform fixed-price and cost-share contracts, including
the risk that costs could be higher than expected; risks related to
our significant long-term liabilities, including material unfunded
defined benefit pension plan obligations and postretirement health
and life benefit obligations; risks relating to our 8.25% notes
(the "8.25% Notes") maturing in February
2027 and our Series B Senior Preferred Stock; the risks of
revenue and operating results fluctuating significantly from
quarter to quarter, and in some cases, year to year; the impact of
financial market conditions on our business, liquidity, prospects,
pension assets and insurance facilities; risks related to the
Company's capital concentration; risks related to the value of our
intangible assets related to the sales order book and customer
relationships; risks related to the limited trading markets in our
securities; risks related to decisions made by our Class B
stockholders and our Series B Senior Preferred stockholders
regarding their investment in the Company based upon factors that
are unrelated to the Company's performance; risks that a small
number of Class A stockholders, whose interests may not be aligned
with other Class A stockholders, may exert significant influence
over the direction of the Company; risks related to the use of our
net operating loss ("NOLs") carryforwards and net unrealized
built-in losses ("NUBILs") to offset future taxable income and the
use of the Rights Agreement (as defined herein) to prevent an
"ownership change" as defined in Section 382 of the Internal
Revenue Code of 1986, as amended (the "Code") and our ability to
generate taxable income to utilize all or a portion of the NOLs and
NUBILs prior to the expiration thereof; failures or security
breaches of our information technology systems; our ability to
attract and retain key personnel; the potential for the U.S.
Department of Energy ("DOE") to seek to terminate or exercise its
remedies under its agreements with the Company; risks related to
actions, including government reviews, that may be taken by
the United States government, the
Russian government or other governments that could affect our
ability to perform under our contract obligations or the ability of
our sources of supply to perform under their contract obligations
to us; risks related to our ability to perform and receive timely
payment under agreements with DOE or other government agencies,
including risks and uncertainties related to the ongoing funding by
the government and potential audits; any changes or termination of
agreements with the U.S. government; the competitive environment
for our products and services; changes in the nuclear energy
industry; the competitive bidding process associated with obtaining
contracts, including government contracts; risks that we will be
unable to obtain new business opportunities or achieve market
acceptance of our products and services or that products or
services provided by others will render our products or services
obsolete or noncompetitive; potential strategic transactions that
could be difficult to implement, disrupt our business or change our
business profile significantly; the outcome of legal proceedings
and other contingencies (including lawsuits and government
investigations or audits); the impact of government regulation and
policies including by the DOE and the U.S. Nuclear Regulatory
Commission; risks of accidents during the transportation, handling
or processing of hazardous or radioactive material that may pose a
health risk to humans or animals, cause property or environmental
damage, or result in precautionary evacuations; risks associated
with claims and litigation arising from past activities at sites
that we no longer operate, including the Paducah, Kentucky, and Portsmouth, Ohio, gaseous diffusion plants;
and other risks and uncertainties discussed in this and our other
filings with the Securities and Exchange Commission, including
under Part I, Item1A - "Risk Factors" in our Annual Report on Form
10-K for the year ended December 31,
2020 and our quarterly reports on Form 10-Q.
These factors may not constitute all factors that could cause
actual results to differ from those discussed in any
forward-looking statement. Accordingly, forward-looking statements
should not be relied upon as a predictor of actual results. Readers
are urged to carefully review and consider the various disclosures
made in this report and in our other filings with the Securities
and Exchange Commission that attempt to advise interested parties
of the risks and factors that may affect our business. We do not
undertake to update our forward-looking statements to reflect
events or circumstances that may arise after the date of this News
Release, except as required by law.
Contacts:
Investors: Dan Leistikow (301)
564-3399 or LeistikowD@centrusenergy.com
Media: Lindsey Geisler (301)
564-3392 or GeislerLR@centrusenergy.com
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SOURCE Centrus Energy Corp.