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 30, 2020
Date of Report (Date of earliest event reported)

 

URANIUM ENERGY CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

001-33706

98-0399476

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

1030 West Georgia Street, Suite 1830
Vancouver, British Columbia

 


V6E 2Y3

(Address of principal executive offices)

 

(Zip Code)

 

(604) 682-9775
Registrant’s telephone number, including area code

 

Not applicable

(Former name or former address, if changed since last report)

 

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:

[     ]

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

[     ]

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 (s)

Name of each exchange on which registered

Common Stock

UEC

NYSE American

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

__________

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 30, 2020 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 78,773,850 common shares (42.76% of the184,187,920 issued and outstanding shares of the Company’s common stock entitled to vote as of June 4, 2020, 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 six directors: 

Nominee

For

Withheld

Amir Adnani

31,711,493

96.76%

1,063,353

3.24%

Spencer Abraham

29,563,448

90.20%

3,211,398

9.80%

Vincent Della Volpe

31,402,355

95.81%

1,372,491

4.19%

David Kong

29,189,9031

89.06%

3,585,815

10.94%

Ganpat Mani

31,711,287

96.75%

1,063,559

3.25%

Gloria Ballesta

31,532,216

96.21%

1,242,630

3.79%

There were 52,406,803 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 this agenda item.

Agenda Item 2.To ratify the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2020.  The votes cast for or against this agenda item, and the number of abstentions, were as follows: 

 

 

 

- 2 -

 

For

Against

Abstain

82,203,173

96.50%

2,371,523

2.78%

606,953

0.71%

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 2020 Stock Incentive Plan.  The votes cast for or against this agenda item, and the number of abstentions, were as follows: 

For

Against

Abstain

29,486,201

89.96%

2,626,492

8.01%

662,153

2.02%

There were 52,406,803 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 agenda item.

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

29,185,224

89.04%

2,775,618

8.46%

814,004

2.48%

There were 52,416,696 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 agenda item.

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.

 

 

 

- 3 -

 

SECTION 8 –OTHER EVENTS 

Item 8.01Other Events 

On July 30, 2020, the Company’s Board of Directors convened a meeting immediately following the AGM and reappointed the following executive officers:

Amir AdnaniPresident and Chief Executive Officer; 

Pat ObaraSecretary, Treasurer and Chief Financial Officer; and 

Scott MelbyeExecutive Vice President. 

In addition, on July 31, 2020, 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

99.1

News Release dated July 31, 2020.

__________

 

 

 

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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.

 

 

URANIUM ENERGY CORP.

DATE:  July 31, 2020.

By:/s/ Amir Adnani__________________ 

Amir Adnani

President, Chief Executive Officer and a director

__________

 

 

 

- 5 -

 

 

 

NYSE American symbol – UEC

 

 

Uranium Energy Corp Announces Results of Annual General Meeting

July 31, 2020, Corpus Christi, Texas – Uranium Energy Corp (NYSE American: UEC, the “Company” or “UEC”) is pleased to announce that, in conjunction with the holding of the Company’s recent annual general meeting of stockholders on July 30, 2020, the following matters were duly ratified by the Company’s stockholders and have now been implemented by the Board of Directors in the following manner:

●Amir Adnani, Spencer Abraham, Vincent Della Volpe, David Kong, Ganpat Mani and Gloria Ballesta were elected to the Board of Directors of the Company; 

●PricewaterhouseCoopers LLP, Chartered Professional Accountants, were appointed as the Company’s independent registered accounting firm; 

●the Company’s 2020 Stock Incentive Plan was approved; 

●the Company’s executive compensation was approved; and 

●the following Executive Officers of the Company were re-appointed by the Board of Directors of the Company immediately following the AGM: 

Amir Adnani:President and Chief Executive Officer;  

Pat Obara:Secretary, Treasurer and Chief Financial Officer; and 

Scott MelbyeExecutive Vice President. 

About Uranium Energy Corp

Uranium Energy Corp is a U.S.-based uranium mining and exploration company.  In South Texas, the Company’s hub-and-spoke operations are anchored by the fully-licensed Hobson Processing Facility which is central to the Palangana, Burke Hollow and Goliad ISR projects.  In Wyoming, UEC controls the Reno Creek project which is the largest permitted, pre-construction ISR uranium project in the U.S.  Additionally, the Company controls a pipeline of uranium projects in Arizona, New Mexico and Paraguay, a uranium/vanadium project in Colorado and one of the highest-grade and largest undeveloped Ferro-Titanium deposits in the world, located in Paraguay.  The Company’s operations are managed by professionals with a recognized profile for excellence in their industry, a profile based on many decades of hands-on experience in the key facets of uranium exploration, development and mining.

Contact Uranium Energy Corp Investor Relations at:
Toll Free: (866) 748-1030
Fax: (361) 888-5041
E-mail: info@uraniumenergy.com

Twitter: @UraniumEnergy

Stock Exchange Information:
NYSE American: UEC
+Frankfurt Stock Exchange Symbol: U6Z
WKN: AØJDRR
ISN: US916896103

Safe Harbor Statement

Except for the statements of historical fact contained herein, the information presented in this news release constitutes “forward-looking statements” as such term is used in applicable United States and Canadian laws. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any other statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and should be viewed as “forward-looking statements”. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors include, among others, the actual results of exploration activities, variations in the underlying assumptions associated with the estimation or realization of mineral resources, the availability of capital to fund programs and the resulting dilution caused by the raising of capital through the sale of shares, accidents, labor disputes and other risks of the mining industry including, without limitation, those associated with the environment, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, title disputes or claims limitations on insurance coverage. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release and in any document referred to in this news release.