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 23, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
, 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:
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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))
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
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 2022 annual meeting of stockholders on June 23, 2022. As of April 25, 2022, the record date for the Annual Meeting, there were
13,781,467 shares of Centrus Class A common stock outstanding, each entitled to one vote. The number of shares present at the annual meeting was 11,277,895, or approximately 82%.
At the annual meeting, the Company’s stockholders voted on three 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 | |
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Kirkland H. Donald
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9,125,121
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37,232
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W. Thomas Jagodinski
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9,111,014
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51,339
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Tina W. Jonas
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8,326,414
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835,939
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William J. Madia
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9,124,746
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37,607
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Daniel B. Poneman
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9,139,477
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22,876
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Bradley J. Sawatzke
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9,040,039
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122,314
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Neil S. Subin
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8,488,027
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674,326
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Mikel H. Williams
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9,110,408
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51,945
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| Broker Non-Votes: 2,115,542 | |||
Proposal 2
The Company’s stockholders cast their votes with respect to the advisory approval of the Company’s executive compensation (i.e., "say on pay") as set
forth below:
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For
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Against
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Abstain
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Broker Non-Votes
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9,105,287
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43,009
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14,056
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2,115,542
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Proposal 3
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2022 as
set forth below:
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For
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Against
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Abstain
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Broker Non-Votes
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11,178,045
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24,884
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74,966
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0
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Item 9.01 Financial Statements and Exhibits.
On June 23, 2022, the Company issued a press release with respect to the results of the annual meeting of stockholders. The press release, furnished
as Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such filing.
(d) Exhibits.
| Exhibit Number | Description |
| 99.1 | Press release dated June 23,2022 |
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.
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Centrus Energy Corp.
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Date:
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June 23, 2022
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By:
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/s/ Philip O. Strawbridge
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Philip O. Strawbridge
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Senior Vice President, Chief Financial Officer,
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Chief Administrative Officer and Treasurer
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE:
June 23, 2022
June 23, 2022
Centrus Energy Corp. Reports Results of Annual Stockholder Meeting
BETHESDA, Md. – Centrus Energy Corp. (NYSE American: LEU) (the “Company”) announced the results of its 2022 annual meeting of stockholders held on June 23,
2022. As of April 25, 2022, the record date for the Annual Meeting, there were 13,781,467 shares of Centrus Class A common stock outstanding, each entitled to one vote, and the number of shares present at the annual meeting was 11,277,895.
The Company’s stockholders passed all three proposals, including electing the eight director nominees for a term of one year; approving, on an advisory basis,
the Company’s executive compensation (i.e., “say on pay”); and ratifying the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2022.
Stockholders reelected Kirkland H. Donald, W. Thomas Jagodinski, Tina W. Jonas, William J. Madia, Daniel B. Poneman, Bradley J. Sawatzke, Neil S. Subin, and
Mikel H. Williams to the Board of Directors.
About Centrus Energy Corp.
Centrus Energy 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 and engineering capabilities, Centrus 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.
Forward Looking Statements
This press release may contain statements that constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. Readers are urged to carefully review and
consider this press release and our other filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2021 and our Quarterly Reports filed on Form 10-Q. We do not undertake to update
our forward-looking statements to reflect events or circumstances that may arise after the date of this press release, except as required by law.