Current Report Filing (8-k)
May 11 2020 - 3:58PM
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 7, 2020
UR-ENERGY INC.
(Exact name of registrant as specified in
its charter)
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
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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:
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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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 8, 2020, Ur-Energy
Inc. issued a press release providing earnings results for the quarter ended March 31, 2020.
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 7, 2020. At the Meeting, five proposals were submitted
to the shareholders for approval as set forth in the Company’s definitive proxy statement, filed April 9, 2020. As of March
30, 2020, the record date for the meeting, a total of 160,478,059 Common Shares were outstanding and entitled to vote. In total,
83,595,932 Common Shares were present in person or represented by proxy at the Meeting, which represented 52.09% 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 50,931,734 broker non-votes.
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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32,329,408
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98.98
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333,790
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1.02
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James M. Franklin
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27,627,804
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84.58
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5,035,394
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15.42
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W. William Boberg
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27,208,148
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83.30
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5,455,050
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16.70
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Thomas Parker
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31,111,516
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95.25
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1,551,682
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4.75
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Gary C. Huber
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27,847,433
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85.26
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4,815,765
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14.74
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Kathy E. Walker
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31,314,160
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95.87
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1,349,038
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4.13
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Rob Chang
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27,786,090
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85.07
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4,877,108
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14.93
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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.
For
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Withheld
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81,386,158
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2,208,774
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Proposal No. 3
– Advisory (non-binding) vote regarding the compensation of the Company’s named executive officers. There were 50,931,734
broker non-votes on Proposal No. 3.
For
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Against
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28,185,260
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4,478,938
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Proposal No. 4
– Advisory (non-binding) vote regarding the frequency of shareholder advisory votes on the compensation of the Company’s
named executive officers (“say when on pay”). There were 50,931,734 broker non-votes on Proposal No. 4.
The Board of Directors
of the Company has adopted the preference expressed by the shareholders in this advisory vote and will conduct advisory votes on
executive compensation every year until the Company’s next “say when on pay” vote in 2026.
One
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Two
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Three
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Abstain
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31,241,064
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328,593
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820,037
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274,504
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Proposal No. 5 –
Ratification, confirmation and approval of the renewal of the Ur-Energy Inc. Amended and Restated Stock Option Plan (the “Option
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 50,931,734 broker non-votes on Proposal No. 5.
For
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Against
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26,286,153
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6,378,045
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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 11, 2020
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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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