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): April 28, 2020
WESTWATER RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-33404
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75-2212772
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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6950 S. Potomac Street, Suite 300
Centennial, Colorado
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80112
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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: (303) 531-0516
(Former Name or Former Address, if Changed Since Last Report)
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):
☐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:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange
on Which Registered
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Common Stock, $0.001 par value
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WWR
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Nasdaq Capital Market
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐
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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, Westwater Resources, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on April 28, 2020. At the Annual Meeting, the Company’s stockholders approved an amendment to the Westwater Resources, Inc. 2013 Omnibus Incentive Plan (as amended, the “2013 OIP”). The amendment to the 2013 OIP became effective upon stockholder approval and, among other changes, increased by 350,000 the number of shares available under the 2013 OIP and to modify certain issuance limitations thereunder, as described under Proposal 2 of the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on March 3, 2020, which description is incorporated herein by reference.
The foregoing description of the amended 2013 OIP is qualified in its entirety by reference to the text of the amended 2013 OIP, which is set forth in Appendix B to the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on March 3, 2020.
Item 5.07Submission of Matters to a Vote of Security Holders.
The Company held its 2020 Annual Meeting of Stockholders on April 28, 2020. The total number of shares of the Company’s common stock voted in person or by proxy at the Annual Meeting was 2,620,541, representing approximately 61% of the 4,299,731 shares issued and outstanding and entitled to vote at the Annual Meeting and constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each matter is set out below.
Proposal 1.Approval of Share Issuance
By the vote reflected below, the stockholders approved the issuance of up to $12.0 million in shares of the Company’s common stock to Lincoln Park Capital Fund, LLC pursuant to a purchase agreement to be entered into between the Company and Lincoln Park Capital Fund, LLC within 90 days after the date of the Annual Meeting:
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For
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Against
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Abstain
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Broker
Non-Votes
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1,503,430
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199,834
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7,588
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909,689
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Proposal 2.Approval of an Amendment to the 2013 Omnibus Incentive Plan
The stockholders approved an amendment to the 2013 OIP to increase the authorized number of shares of common stock available and reserved for issuance under such plan by 350,000 shares, and to modify certain issuance limitations thereunder. The voting results were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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1,247,539
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453,335
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9,978
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909,689
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Proposal 3.Election of Directors
The stockholders elected all five nominees at the Annual Meeting to serve as directors until the Company’s Annual Meeting of Stockholders in 2021. The voting results were as follows:
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Nominee
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For
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Withheld
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Broker Non-Votes
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Terence J. Cryan
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1,574,705
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136,147
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909,689
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Christopher M. Jones
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1,539,999
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170,853
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909,689
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Karli S. Anderson
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1,570,860
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139,992
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909,689
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Tracy D. Pagliara
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1,567,658
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143,194
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909,689
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Deborah A. Peacock
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1,575,463
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135,389
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909,689
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Proposal 4.Advisory Approval of the Compensation of the Named Executive Officers
The stockholders approved, on advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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1,239,501
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436,142
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35,209
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909,689
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Proposal 5.Ratification of the Appointment of the Independent Registered Public Accountants
The stockholders ratified the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The voting results were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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2,500,011
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74,392
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46,138
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909,689
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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.
Dated: April 28, 2020
WESTWATER RESOURCES, INC.
By: /s/ Jeffrey L. Vigil
Name:Jeffrey L. Vigil
Title:Vice President–Finance and Chief Financial Officer
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