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): May 31, 2017
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)) |
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.
The Company held its 2017 annual meeting of stockholders on May 31, 2017. As of the record date, April 3, 2017, there were 7,563,600 shares of Class A common stock outstanding, each entitled to one vote. Approximately 87% of those shares were represented at the annual meeting.
At the annual meeting, the Company’s stockholders voted on six 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 six 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:
Name | Votes For | Votes Withheld | Broker Non-Votes |
Mikel H. Williams, Chairman | 4,499,526 | 78,880 | 2,024,519 |
Michael Diament | 4,500,837 | 77,569 | 2,024,519 |
W. Thomas Jagodinski | 4,499,772 | 78,634 | 2,024,519 |
Patricia J. Jamieson | 4,500,099 | 78,307 | 2,024,519 |
William J. Madia | 4,500,664 | 77,742 | 2,024,519 |
Daniel B. Poneman | 4,500,780 | 77,626 | 2,024,519 |
Proposal 2
The Company’s stockholders cast their votes with respect to the advisory approval of the Company’s executive compensation as set forth below:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
4,168,951 | 100,553 | 308,902 | 2,024,519 |
Proposal 3
The Company’s stockholders cast their votes with respect to the frequency of holding the advisory vote on the Company’s executive compensation as set forth below:
1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
4,246,524 | 7,811 | 11,621 | 312,450 | 2,024,519 |
Based upon these results, the Board of Directors has determined to continue to hold an annual advisory vote on executive compensation.
Proposal 4
The Company’s stockholders cast their votes with respect to the Company’s Section 382 Rights Agreement as set forth below:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
4,054,712 | 502,052 | 21,642 | 2,024,519 |
Proposal 5
The Company’s stockholders cast their votes with respect to the amendments to the Company’s 2014 Equity Incentive Plan as set forth below:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
4,034,272 | 527,515 | 16,619 | 2,024,519 |
Proposal 6
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2017 as set forth below:
Votes For | Votes Against | Abstentions |
6,309,694 | 171,203 | 122,028 |
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 2, 2017 | By: | /s/ Dennis J. Scott | |
Dennis J. Scott | ||||
Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | ||||