UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 28, 2021 (May 26, 2021)


ENERGY FUELS INC.

(Exact Name of Registrant as Specified in Charter)


 

 

 

Ontario

001-36204

98-1067994

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

225 Union Blvd., Suite 600

Lakewood, Colorado

80228

(Address of Principal Executive Offices, and Zip Code)

(303)974-2140

Registrant's Telephone Number, Including Area Code

N/A

(Former Name or Former Address, if Changed Since Last Report)

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 shares, no par value

UUUU
EFR

NYSE American
Toronto Stock Exchange

Warrants to purchase common shares

UUUU-WT
EFR.WT

NYSE American
Toronto Stock Exchange



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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


 

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

     

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. ☐



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

Energy Fuels Inc. (the "Corporation") held its Annual and Special Meeting of Shareholders (the "Meeting") virtually on May 26, 2021. At the Meeting, five (5) proposals were submitted to the shareholders for approval as set forth in the Corporation's definitive proxy statement, filed with the United States Securities and Exchange Commission on April 2, 2021. In total, 54,796,147 Common Shares were present virtually or represented by proxy at the Meeting.

Proposal No. 1 - Election of Directors.

The eight (8) nominees proposed by management for election as directors were elected by the shareholders of the Corporation as follows:

Nominee

Votes For

Votes Withheld

Broker Non-Votes

J. Birks Bovaird

16,494,553

2,753,377

35,548,217

Mark S. Chalmers

18,494,309

753,621

35,548,217

Benjamin Eshleman III

14,978,861

4,269,069

35,548,217

Barbara A. Filas

18,358,186

889,744

35,548,217

Bruce D. Hansen

16,600,408

2,647,522

35,548,217

Dennis L. Higgs

18,275,526

972,404

35,548,217

Robert W. Kirkwood

15,876,006

3,371,924

35,548,217

Alexander G. Morrison

16,631,280

2,616,650

35,548,217

Proposal No. 2 - Appointment of KPMG LLP as Independent Auditors of the Corporation.

The shareholders of the Corporation approved the appointment of KPMG LLP of Denver, Colorado, an independent registered public accounting firm, as auditors of the Company until the next annual meeting of shareholders, and authorized the Directors to fix the remuneration of the auditors as follows:

Votes For

Votes Withheld

54,405,054

391,093

Proposal No. 3 - Amendment and Extension of the Omnibus Equity Incentive Compensation Plan for a Further Three-Year Term.

The shareholders of the Corporation approved the amendment and extension of the Corporation's Omnibus Equity Incentive Compensation Plan for a further three-year term, and approved all unallocated options, rights or other entitlements under the Plan, as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

14,825,697

4,103,654

318,579

35,548,217



Proposal No. 4 - Ratification and Approval of the Shareholder Rights Plan for a Three-Year Term.

The shareholders of the Corporation approved the ratification and approval of the Corporation's Shareholder Rights Plan with American Stock Transfer & Trust Company, LLC for a three-year term as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

16,340,217

2,629,265

278,448

35,548,217

Proposal No. 5 - Ratification and Approval of Amendment to the Corporation's By-Laws.

The number of votes cast for and against as well as the number of abstentions and broker non-votes by shareholders of the Corporation for the ratification and approval of By-Law No. 3 and the repeal the Corporation's By-Law No. 2, as amended, was as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

38,910,459

14,657,586

1,228,102

0

Following the Meeting, it became apparent that there was an inconsistency related to broker discretion to vote shares on Proposal No. 5. The definitive proxy materials for the Meeting described Proposal No. 5 as a “non-routine” proposal on which brokers would not be permitted to vote in the absence of specific voting instructions; however, brokers treated Proposal No. 5 as a “routine” proposal  on which brokers were permitted to use their discretionary authority to vote shares held as record owners despite the absence of specific voting instructions. As a result, the Corporation has determined that Proposal No. 5 cannot be considered to have been properly ratified and approved by shareholders at this time.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ENERGY FUELS INC.
(Registrant)


Dated: May 28, 2021

By: /s/ David C. Frydenlund
David C. Frydenlund

Chief Financial Officer, General Counsel

and Corporate Secretary