Energy Fuels Inc filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 12, 2025 (
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Energy Fuels Inc. (the "Company") held its Annual and Special Meeting of Shareholders (the "Meeting") virtually on June 11, 2025. At the Meeting, the Company's shareholders approved an amendment (the "Amendment") of the Company's Omnibus Equity Incentive Compensation Plan (the "Plan") to (i) increase the number of common shares of the Company (the "Common Shares") reserved for issuance to participants under the Plan, from 10,000,000 Common Shares to 17,500,000 Common Shares, (ii) increase the aggregate number of Common Shares that may be issued under all Full Value Awards (defined in the Plan) from 7,500,000 Common Shares to 12,500,000 Common Shares, and (iii) remove the maximum number of Common Shares issuable upon the exercise of tax-qualified incentive stock options. The Amendment was previously approved by the Board of Directors of the Company, subject to shareholder approval.
The Amendment became effective immediately upon shareholder approval at the Meeting. A more complete summary of the terms of the Amendment is set forth in "Proposal 3: Amendment of the Omnibus Equity Incentive Compensation Plan to Increase Share Authorization Limits" in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 23, 2025 (the "Proxy Statement"), which description and text are incorporated herein by reference.
The foregoing description of the terms of the Amendment and the description thereof incorporated by reference from the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Meeting, three (3) proposals were submitted to the shareholders of the Company for approval as set forth in the Company's definitive proxy statement, filed with the United States Securities and Exchange Commission on April 23, 2025. In total, 109,225,842 Common Shares were present virtually or represented by proxy at the Meeting.
Proposal No. 1 - Election of Directors.
The eleven (11) nominees proposed by management for election as directors were elected by the shareholders of the Company as follows:
| Nominee | Votes For | Votes Withheld | Abstentions | Broker Non-Votes |
| J. Birks Bovaird | 60,640,323 | Nil | 6,068,345 | 42,517,174 |
| Mark S. Chalmers | 62,781,778 | Nil | 3,926,890 | 42,517,174 |
| Benjamin Eshleman III | 58,797,648 | Nil | 7,911,020 | 42,517,174 |
| Ivy V. Estabrooke | 60,232,439 | Nil | 6,476,229 | 42,517,174 |
| Barbara A. Filas | 62,661,845 | Nil | 4,046,823 | 42,517,174 |
| Bruce D. Hansen | 62,025,787 | Nil | 4,682,881 | 42,517,174 |
| Jaqueline Herrera | 62,290,714 | Nil | 4,417,954 | 42,517,174 |
| Dennis L. Higgs | 65,193,117 | Nil | 1,515,551 | 42,517,174 |
| Robert W. Kirkwood | 65,482,865 | Nil | 1,225,803 | 42,517,174 |
| Alexander G. Morrison | 65,105,536 | Nil | 1,603,132 | 42,517,174 |
| Michael H. Stirzaker | 65,967,109 | Nil | 741,559 | 42,517,174 |
Proposal No. 2 - Appointment of KPMG LLP as Independent Auditors of the Company.
The shareholders of the Company 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 | Abstentions |
| 107,858,053 | Nil | 1,367,789 |
Proposal No. 3 - Amendment of the Omnibus Equity Incentive Compensation Plan to Increase Share Authorization Limits.
The shareholders of the Company approved the amendment of the Company's Omnibus Equity Incentive Compensation Plan to increase share authorization limits, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 62,484,508 | 3,554,952 | 669,208 | 42,517,174 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 4.1 | Energy Fuels Inc. 2024 Omnibus Equity Incentive Compensation Plan, as amended on May 24, 2024 and April 21, 2025 (incorporated by reference to Exhibit 4.1 of the Registrant's Form S-8, filed with the SEC on April 22, 2025) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENERGY FUELS INC. (Registrant) |
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| Dated: June 12, 2025 | By: /s/ David C. Frydenlund David C. Frydenlund Executive Vice President, Chief Legal Officer and Corporate Secretary |