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 19, 2018
URANIUM ENERGY CORP.
|
Nevada |
001-33706 |
98-0399476 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
1030 West Georgia Street, Suite 1830 |
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(Address of principal executive offices) |
(Zip Code) |
(604) 682-9775
Not applicable
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:
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[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] |
Pre-commencement communications 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 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 o
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. o
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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 the Company was held on July 19, 2018 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 101,261,440 shares (63.15% of the 160,338,864 issued and outstanding shares of the Company's common stock entitled to vote as of May 29, 2018, 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 seven directors:
|
Nominee |
For |
Withheld |
||
|
Amir Adnani |
45,924,823 |
98.84% |
541,214 |
1.16% |
|
Spencer Abraham |
43,138,120 |
92.84% |
3,327,917 |
7.16% |
|
Ivan Obolensky |
45,784,937 |
98.53% |
681,100 |
1.47% |
|
Vincent Della Volpe |
45,790,783 |
98.55% |
675,254 |
1.45% |
|
David Kong |
45,827,668 |
98.63% |
638,369 |
1.37% |
|
Ganpat Mani |
45,934,892 |
98.86% |
531,145 |
1.14% |
|
Gloria Ballesta |
45,933,548 |
98.85% |
532,489 |
1.15% |
There were 54,795,403 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 the election of directors.
Agenda Item 2. To ratify the appointment of Ernst & Young LLP, Charetered Professional Accountants, as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2018. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
|
For |
Against |
Abstain |
|||
|
99,193,612 |
97.95% |
1,686,459 |
1.66% |
381,369 |
0.37% |
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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 2018 Stock Incentive Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
|
For |
Against |
Abstain |
|||
|
41,067,010 |
88.38% |
4,926,577 |
10.60% |
472,450 |
1.01% |
There were 54,795,403 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 proposal.
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 |
|||
|
41,199,890 |
88.66% |
4,723,236 |
10.16% |
542,911 |
1.16% |
There were 54,795,403 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 proposal.
Determination on Frequency of Shareholder Vote on the Compensation of Executives
The Company's Board of Directors has determined to include on an annual basis a shareholder vote on the compensation of executives in its proxy materials until the next required vote on the frequency of shareholder votes on the compensation of executives.
SECTION 8 - OTHER EVENTS
Item 8.01
Other EventsOn July 19, 2018, 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; |
|
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Pat Obara |
Secretary, Treasurer and Chief Financial Officer; and |
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Scott Melbye |
Executive Vice President. |
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In addition, on July 19, 2018, 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.
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 |
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99.1 |
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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.
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URANIUM ENERGY CORP. |
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DATE: July 19, 2018. |
By: "Pat Obara" |
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