UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On Tuesday, May 27, 2025, at 8:00 AM Mountain Time, Westwater Resources, Inc. (the “Corporation”) held its Annual General Meeting of Stockholders (the “Annual Stockholder Meeting”).
At the Annual Stockholder Meeting, five proposals were submitted to the stockholders for approval as set forth in the definitive Proxy Statement filed with the SEC on April 1, 2025 (the “Proxy Statement”). As of the record date, March 31, 2025, a total of 72,096,540 shares of common stock of the Corporation were issued and outstanding and entitled to vote. The holders of record of 36,852,048 shares of common stock were present in person or represented by proxy at said meeting. Such amount represented 51.11% of the shares entitled to vote at such meeting and constituted a quorum in accordance with the applicable provisions of the By-Laws of the Corporation. The five proposals submitted to the stockholders for approval were to:
| 1. | Elect as directors the five nominees named in the proxy statement. |
| 2. | Approve amendments to the Corporation’s 2013 Omnibus Incentive Plan as amended (the “Incentive Plan”): (i) to increase the authorized number of shares of common stock available and reserved for issuance under the Plan by 20,000,000 shares; (ii) to change the limit on the number of shares of stock that may be granted in a calendar year to an eligible person to a formulaic standard based upon a maximum multiple (10X) of base compensation; (iii) to allow a grantee to authorize the Company to withhold shares of stock to satisfy tax withholding requirements equal to or more than the statutory minimum but up to the statutory maximum; and (iv) to allow for shares of stock deducted or delivered to satisfy tax withholding requirements to be available again for issuance under the Plan. |
| 3. | Provide advisory approval of the Corporation’s executive compensation. |
| 4. | Ratify the appointment of Moss Adams LLP as the Corporation’s independent registered public accountant for 2025. |
| 5. | Approve the issuance of 20% or more of the Corporation’s common stock pursuant to the Purchase Agreement with Lincoln Park Capital Fund, LLC. |
At the Annual Stockholder Meeting, the stockholders approved all five proposals submitted. The specific voting results are provided below:
Proposal 1 – Election of Directors
| Nominees | For | Withheld | Broker Non-Votes | |||||||||
| Terence J. Cryan | 12,102,081 | 1,280,599 | 23,469,368 | |||||||||
| Frank Bakker | 12,408,662 | 974,018 | 23,469,368 | |||||||||
| Tracy D. Pagliara | 11,983,216 | 1,399,464 | 23,469,368 | |||||||||
| Karli S. Anderson | 12,367,209 | 1,015,471 | 23,469,368 | |||||||||
| Deborah A. Peacock | 12,395,027 | 987,653 | 23,469,368 | |||||||||
Proposal 2 – Approval of Amendments to the Incentive Plan
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 9,970,733 | 2,949,151 | 462,796 | 23,469,368 | |||||||||||
Proposal 3 – Non-binding Advisory Approval of Executive Compensation
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 10,802,691 | 2,282,921 | 297,068 | 23,469,368 | |||||||||||
Proposal 4 – Ratification of the Appointment of Moss Adams LLP
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 33,440,759 | 3,202,681 | 208,608 | 0 | |||||||||||
Proposal 5 – Issuance of Common Stock to Lincoln Park
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 11,207,783 | 2,032,347 | 142,550 | 23,469,368 | |||||||||||
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: May 29, 2025
| WESTWATER RESOURCES, INC. | ||
| By: | /s/ John W. Lawrence | |
| Name: | John W. Lawrence | |
| Title: | Chief Administrative Officer, General Counsel & Corporate Secretary | |