Form 8-K - Current report

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

July 20, 2023
Date of Report (Date of earliest event reported)

URANIUM ENERGY CORP.

(Exact name of registrant as specified in its charter)

Nevada	001-33706	98-0399476
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 North Shoreline, Ste. 800, Corpus Christi, Texas, USA	78401
(U.S. corporate headquarters)	(Zip Code)

1030 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada	V6E 2Y3
(Canadian corporate headquarters)	(Zip Code)

(Address of principal executive offices)

(361) 888-8235
Registrant’s telephone number, including area code

Not applicable

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock	UEC	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

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. ☐

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.07. Submission of Matters to a Vote of Security Holders

Results of the Annual General Meeting

An Annual General Meeting of shareholders (the “AGM”) of Uranium Energy Corp. (the “Company”) was held on July 20, 2023 to approve the agenda items described below.

Proxies for the AGM were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company’s solicitation.

A total of 204,610,403 common shares (54.30% of the 376,802,625 issued and outstanding shares of the Company’s common stock entitled to vote as of May 26, 2023; the record date for the AGM) were present in person or by proxy, constituted a quorum for the transaction of business and were voted at the AGM. The agenda items submitted at the AGM were passed as described below. Percentages indicated below reflect the percentage of the total number of shares voted at the AGM with respect to that agenda item.

Agenda Item 1. To elect six directors:

Nominee	For		Withheld
Amir Adnani	143,122,972	96.98%	4,456,531	3.02%
Spencer Abraham	128,998,635	87.41%	18,580,868	12.59%
Vincent Della Volpe	141,404,172	95.82%	6,175,331	4.18%
David Kong	143,569,580	97.28%	4,009,923	2.72%
Gloria Ballesta	146,126,436	99.02%	1,453,067	0.98%
Trecia Canty	146,306,936	99.14%	1,272,567	0.86%

There were 57,030,900 broker non-votes with respect to this agenda item. Votes that were withheld and broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on this agenda item.

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Agenda Item 2. To ratify the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2023. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For		Against		Abstain
203,684,513	99.54%	665,069	0.32%	260,821	0.12%

There were no broker non-votes with respect to this agenda item. Abstentions were counted for purposes of determining the presence or absence of a quorum, and abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item.

Agenda Item 3. To approve the Company’s 2023 Stock Incentive Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For		Against		Abstain
142,200,725	96.35%	4,560,414	3.09%	818,364	0.55%

There were 57,030,900 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be “votes cast”, and therefore had no effect on the vote with respect to this agenda item.

Agenda Item 4. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For		Against		Abstain
140,353,212	95.10%	5,144,278	3.48%	2,082,013	1.41%

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Agenda Item 5. To approve, on a non-binding advisory basis, the frequency of executive compensation votes on an annual basis. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

One year		Two years		Three years		Abstain
144,131,388	97.66%	514,920	0.34%	2,095,866	1.42%	837,334	0.56%

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events

On July 20, 2023, the Company’s Board of Directors convened a meeting immediately following the AGM and reappointed the following executive officers:

	Amir Adnani	President and Chief Executive Officer;

	Pat Obara	Secretary, Treasurer and Chief Financial Officer; and

	Scott Melbye	Executive Vice President.

In addition, on July 20, 2023, the Company issued a news release announcing the results of the AGM.

A copy of the news release is attached as Exhibit 99.1 hereto.

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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

Not applicable.

(b) Pro forma Financial Information

Not applicable.

(c) Shell Company Transaction

Not applicable.

(d) Exhibits

Exhibit	Description

99.1	News Release dated July 20, 2023.

104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

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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.

	URANIUM ENERGY CORP.


DATE: July 20, 2023.	By:	/s/ Amir Adnani
		Amir Adnani
		President, Chief Executive Officer and a director

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Exhibit 99.1

NYSE American symbol – UEC

Uranium Energy Corp Announces Results of Annual General Meeting

July 20, 2023, Corpus Christi, Texas – Uranium Energy Corp (NYSE American: UEC, the “Company” or “UEC”) is pleased to announce that, in conjunction with the holding of the Company’s recent annual general meeting of stockholders on July 20, 2023 (the “AGM”), the following proposals were duly ratified by the Company’s stockholders in the following manner:

●

Amir Adnani, Spencer Abraham, Vincent Della Volpe, David Kong, Gloria Ballesta and Trecia Canty were elected to the Board of Directors of the Company;

●

PricewaterhouseCoopers LLP, Chartered Professional Accountants, were appointed as the Company’s independent registered accounting firm;

●

the Company’s 2023 Stock Incentive Plan was approved – with 96.35% in favor;

●

the Company’s executive compensation was approved – with 95.10% in favor; and

●

the frequency of executive compensation votes on an annual basis was approved – with 97.68% in favor.

Details of the voting will be provided by the Company in a Form 8-K Current Report filing to be made shortly.

Following the AGM the following Executive Officers of the Company were re-appointed by the Board of Directors of the Company:

	Amir Adnani:	President and Chief Executive Officer;

	Pat Obara:	Secretary, Treasurer and Chief Financial Officer; and

	Scott Melbye	Executive Vice President.

About Uranium Energy Corp

Uranium Energy Corp is the fastest growing supplier of the fuel for the green energy transition to a low carbon future. UEC is the largest, diversified North American focused uranium company, advancing the next generation of low-cost, environmentally friendly In-Situ Recovery (“ISR”) mining uranium projects in the United States and high-grade conventional projects in Canada. The Company has two production-ready ISR hub and spoke platforms in South Texas and Wyoming. These two production platforms are anchored by fully operational central processing plants and served by seven U.S. ISR uranium projects with all their major permits in place. Additionally, the Company has diversified uranium holdings including: (1) one of the largest physical uranium portfolios of North American warehoused U₃O₈; (2) a major equity stake in Uranium Royalty Corp., the only royalty company in the sector; and (3) a Western Hemisphere pipeline of resource stage uranium projects. The Company's operations are managed by professionals with decades of hands-on experience in the key facets of uranium exploration, development and mining.

For additional information, please contact:

Uranium Energy Corp Investor Relations
Toll Free: (866) 748-1030
Fax: (361) 888-5041
E-mail: info@uraniumenergy.com

Twitter: @UraniumEnergy

Stock Exchange Information:
NYSE American: UEC
Frankfurt Stock Exchange Symbol: U6Z
WKN: AØJDRR
ISN: US916896103

Safe Harbor Statement

Except for the statements of historical fact contained herein, the information presented in this news release constitutes “forward-looking statements” as such term is used in applicable United States and Canadian securities laws. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any other statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and should be viewed as “forward-looking statements”. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors include, among others, the actual results of exploration activities, variations in the underlying assumptions associated with the estimation or realization of mineral resources, the availability of capital to fund programs and the resulting dilution caused by the raising of capital through the sale of shares, accidents, labor disputes and other risks of the mining industry including, without limitation, those associated with the environment, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, title disputes or claims limitations on insurance coverage. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Many of these factors are beyond the Company’s ability to control or predict. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release and in any document referred to in this news release. Important factors that may cause actual results to differ materially and that could impact the Company and the statements contained in this news release can be found in the Company's filings with the Securities and Exchange Commission. For forward-looking statements in this news release, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities.

Document And Entity Information	Jul. 20, 2023
Document Information [Line Items]
Entity, Registrant Name	URANIUM ENERGY CORP.
Document, Type	8-K
Document, Period End Date	Jul. 20, 2023
Entity, Incorporation, State or Country Code	NV
Entity, File Number	001-33706
Entity, Tax Identification Number	98-0399476
Entity, Address, Address Line One	500 North Shoreline, Ste. 800
Entity, Address, City or Town	Corpus Christi
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	78401
City Area Code	361
Local Phone Number	888-8235
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	UEC
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001334933