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): June 17, 2020

Centrus Energy Corp.
(Exact name of registrant as specified in its charter)

Delaware
1-14287
52-2107911
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

6901 Rockledge Drive, Suite 800
Bethesda, MD 20817
(301) 564-3200

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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
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:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Class A Common Stock, par value $0.10 per share
LEU
NYSE American


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.  ☐


 




Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2020 annual meeting of stockholders on June 17, 2020. As of the record date, April 20, 2020, there were 8,783,189 shares of Centrus Class A common stock outstanding, each entitled to one vote. 87.67% of those shares were represented at the annual meeting.
At the annual meeting, the Company’s stockholders voted on four proposals and cast their votes as described below. The proposals are described in detail in the Company’s proxy statement.
Proposal 1
The Company’s stockholders elected eight directors (listed below) to hold office until the next annual meeting of stockholders and until his or her successor is elected and has qualified. There were no abstentions. The number of votes cast for or withheld and the broker non-votes were as follows:
Nominee
For
Withheld
Michael Diament
5,228,526
706,875
W. Thomas Jagodinski
5,889,907
45,494
Patricia J. Jamieson
5,262,455
672,946
Tina W. Jonas
5,924,093
11,308
William J. Madia
5,889,494
45,907
Daniel B. Poneman
5,923,766
11,635
Neil S. Subin
5,228,489
706,912
Mikel H. Williams
5,914,445
20,956
Broker Non-Votes: 1,765,226
Proposal 2
The Company’s stockholders cast their votes with respect to the approval of the Section 382 Rights Agreement, as amended as set forth below:
For
Against
Abstain
Broker Non-Votes
5,915,475
15,097
4,829
1,765,226

Proposal 3
The Company’s stockholders cast their votes with respect to the advisory approval of the Company’s executive compensation as set forth below:
For
Against
Abstain
Broker Non-Votes
5,176,183
742,140
17,078
1,765,226

Proposal 4
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2020 as set forth below:
For
Against
Abstain
Broker Non-Votes
7,681,406
15,943
3,278
0




Item 9.01 Financial Statements and Exhibits

(d)    Exhibits.

Exhibit
 
Description
 
 
 
99.1
 




SIGNATURE

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 thereunto duly authorized.



 
 
 
Centrus Energy Corp.
 
 
 
 
 
 
 
 
 
 
 
Date:
June 18, 2020
By:
/s/ Philip O. Strawbridge
 
 
 
 
Philip O. Strawbridge
 
 
 
 
Senior Vice President, Chief Financial Officer,
 
 
 
 
Chief Administrative Officer and Treasurer
 






EXHIBIT 99.1



FOR IMMEDIATE RELEASE:
June 18, 2020

Centrus Reports Results of Annual Shareholder Meeting

BETHESDA, Md. - Centrus Energy Corp. (NYSE American: LEU) announced the results of the 2020 annual meeting of shareholders held on June 17, 2020. As of the record date, April 20, 2020, there were 8,783,189 shares of Centrus Class A common stock outstanding, each entitled to one vote, and 87.67 percent of those shares were represented at the annual meeting.

The Company’s stockholders passed all four questions, including electing the nine director nominees for a term of one year; approving the Section 382 Rights Agreement, as amended; holding an advisory vote to approve the Company’s executive compensation; and ratifying the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2020.

Stockholders reelected Michael Diament, W. Thomas Jagodinski, Patricia J. Jamieson, William J. Madia, Daniel B. Poneman, Neil S. Subin, and Mikel H. Williams to the Board of Directors, and newly elected Tina W. Jonas.

Jonas is an executive with a distinguished career in government and in the private sector. She is currently an independent consultant and serves on several boards in the defense and aerospace sectors. Prior to becoming an independent consultant, Jonas served as an executive with UnitedHealth Group, as President of UnitedHealthcare, Military and Veterans, and as Senior Vice President, Operations for Optum, from 2012 to 2014. A recognized expert in military and defense issues, she served more than two decades in government including as Undersecretary of Defense (Chief Financial Officer/Comptroller) for the Department of Defense, from 2004 to 2008. Her corporate experience included serving as director of operations with United Technologies Corp, Sikorsky Aircraft, from 2008 to 2010.

About Centrus Energy Corp.

Centrus is a trusted supplier of nuclear fuel and services for the nuclear power industry. Centrus provides value to its utility customers through the reliability and diversity of its supply sources - helping them meet the growing need for clean, affordable, carbon-free electricity. Since 1998, the Company has provided its utility customers with more than 1,750 reactor years of fuel, which is equivalent to 7 billion tons of coal.

With world-class technical capabilities, Centrus offers turnkey engineering and advanced manufacturing solutions to its customers. The Company is also advancing the next generation of centrifuge technologies so that America can restore its domestic uranium enrichment capability in the future. Find out more at www.centrusenergy.com.

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Contacts:

Investors: Dan Leistikow (301) 564-3399 or LeistikowD@centrusenergy.com
Media: Lindsey Geisler (301) 564-3392 or GeislerLR@centrusenergy.com