Current Report Filing (8-k)
May 06 2019 - 5:29PM
Edgar (US Regulatory)
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):
May 2, 2019
UR-ENERGY INC.
(Exact name of registrant as specified in
its charter)
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Canada
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001- 33905
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Not applicable
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(State or
other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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10758 W Centennial Road, Suite 200
Littleton, Colorado
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80127
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including
area code:
(720) 981-4588
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading Symbol
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Name of each exchange on which registered:
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Common stock
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URG
(NYSE American): URE (TSX)
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NYSE American; TSX
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Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
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Item 2.02
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Results of Operations and Financial Condition.
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On May 3, 2019, Ur-Energy Inc. issued a
press release providing earnings results and an operational update for the quarter ended March 31, 2019.
A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02 of this
Current Report on Form 8-K, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the company under the Securities
Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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The Company held its Annual and Special
Meeting of Shareholders (the “Meeting”) on May 2, 2019. At the Meeting, four proposals were submitted to the shareholders
for approval as set forth in the Company’s definitive proxy statement, filed April 5, 2019. As of March 26, 2019, the record
date for the meeting, a total of 159,729,403 Common Shares were outstanding and entitled to vote. In total, 90,540,760 Common Shares
were present in person or represented by proxy at the Meeting, which represented 56.68% of the Common Shares outstanding and entitled
to vote as of the record date.
Proposal No. 1 – Election of Directors.
The shareholders elected all of the directors presented to the shareholders. For the election of directors, there 46,529,870 broker
non-votes.
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Nominee
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Votes For
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%
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Votes Withheld
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%
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Jeffrey T. Klenda
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41,487,699
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94.31
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2,502,625
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5.69
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James M. Franklin
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35,610,614
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80.95
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8,379,710
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19.05
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W. William Boberg
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35,386,061
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80.44
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8,604,263
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19.56
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Thomas Parker
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35,618,104
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80.97
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8,372,220
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19.03
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Gary C. Huber
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37,821,483
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85.98
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6,168,841
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14.02
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Kathy E. Walker
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41,482,729
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94.30
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2,507,595
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5.70
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Rob Chang
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40,035,762
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91.01
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3,954,562
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8.99
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Proposal No. 2
– Reappointment
of PricewaterhouseCoopers LLP as our independent auditors of the Company and authorization for the directors to fix the remuneration
of the auditors.
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For
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Withheld
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88,074,721
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2,445,473
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Proposal No. 3
– Advisory
(non-binding) vote regarding the compensation of the Company’s named executive officers. There were 46,529,870 broker non-votes
on Proposal No. 3.
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For
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Against
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40,615,772
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3,395,118
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Proposal No. 4 –
Ratification,
confirmation and approval of the renewal of the Ur-Energy Inc. Restricted Share Unit Plan (the “RSU Plan”), as amended,
and approval and authorization for a period of three years all unallocated restricted share units issuable pursuant to the RSU
Plan. There were 46,529,870 broker non-votes on Proposal No. 4.
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For
(1)
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Against
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29,150,991
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9,588,359
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(1) Excluding 5, 271,540 shares held by certain insiders
and their affiliates.
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Item 9.01
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Financial Statements and Exhibits.
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*This Exhibit is intended to be
furnished to, not filed with, the SEC pursuant to General Instruction B.2 of Form 8-K.
SIGNATURE
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.
Date: May 6, 2019
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Ur-Energy Inc.
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By:
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/s/ Penne A. Goplerud
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Name:
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Penne A. Goplerud
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Title:
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Corporate Secretary and General Counsel
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EXHIBIT INDEX
*This
Exhibit is intended to be furnished to, not filed with, the SEC pursuant to General Instruction B.2 of Form 8-K.
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