[8-K] Centrus Energy Corp. Reports Material Event

Rhea-AI Filing Summary

Centrus Energy Corp (NYSE American: LEU) held its 2025 annual meeting of stockholders on June 20, 2025, with 69% shareholder participation (11,196,692 shares present out of 16,318,066 outstanding shares).

Three key proposals were voted on:

• Board Elections: Seven directors were elected, with Stephanie O'Sullivan and Ray A. Rothrock receiving the highest approval rates (96% and 96.2% respectively), while William J. Madia received the lowest support (69%).
• Say-on-Pay: The executive compensation package was approved with 90.1% support (5,632,737 votes in favor).
• Auditor Appointment: Shareholders overwhelmingly ratified Deloitte & Touche LLP as independent auditors for 2025, with 97.7% approval (10,942,858 votes in favor).

Positive

• Strong shareholder participation with approximately 69% of shares represented at the annual meeting
• Executive compensation plan ('say-on-pay') received strong shareholder support with 5.6M votes in favor versus 390K against

Negative

• Significant opposition to director William J. Madia with 1.9M votes withheld (31% of votes cast), indicating potential governance concerns

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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 20, 2025

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:

☐			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			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 2025 annual meeting of stockholders on June 20, 2025. As of April 21, 2025, the record date for the Annual meeting, there were 16,318,066 shares of the Company’s Class A common stock outstanding, each entitled to one vote. The number of shares present at the annual meeting was 11,196,692, or approximately 69%.

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 seven 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
Kirkland H. Donald						5,719,721						532,561
Tina W. Jonas						5,623,393						628,889
William J. Madia						4,315,121						1,937,161
Stephanie O'Sullivan						6,007,698						244,584
Ray A. Rothrock						6,014,223						238,059
Amir V. Vexler						5,984,038						268,244
Mikel H. Williams						5,701,449						550,833

Broker Non-Votes: 4,944,410

Proposal 2

The Company’s stockholders cast their votes with respect to the approval on an advisory basis of the Company’s executive compensation (i.e., "say-on-pay") as follows:

For			Against			Abstain			Broker Non-Votes
5,632,737			389,847			229,698			4,944,410

Proposal 3

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2025 as follows:

For			Against			Abstain			Broker Non-Votes
10,942,858			27,722			226,112			--

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
104			Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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 20, 2025

By:

/s/ Kevin J. Harrill

Kevin J. Harrill

Senior Vice President, Chief Financial Officer,

and Treasurer

FAQ

What was the voter turnout at LEU's 2025 annual shareholder meeting?

At Centrus Energy Corp's (LEU) 2025 annual shareholder meeting, 11,196,692 shares were present, representing approximately 69% of the 16,318,066 outstanding shares of Class A common stock eligible to vote as of the April 21, 2025 record date.

Who received the highest shareholder approval among LEU's director nominees in 2025?

Ray A. Rothrock received the highest shareholder approval with 6,014,223 votes 'For' and only 238,059 votes 'Withheld', followed closely by Stephanie O'Sullivan with 6,007,698 votes 'For' and 244,584 votes 'Withheld'.

How did LEU shareholders vote on the 2025 Say-on-Pay proposal?

Centrus Energy's (LEU) shareholders approved the Say-on-Pay proposal with 5,632,737 votes 'For', 389,847 votes 'Against', and 229,698 abstentions. There were 4,944,410 broker non-votes.

Did LEU shareholders approve Deloitte & Touche as auditors for 2025?

Yes, LEU shareholders overwhelmingly approved Deloitte & Touche LLP as the company's independent auditors for 2025, with 10,942,858 votes 'For', only 27,722 votes 'Against', and 226,112 abstentions.

Which LEU director nominee received the most opposition in the 2025 election?

William J. Madia received the most opposition among LEU's director nominees, with 1,937,161 votes 'Withheld' compared to 4,315,121 votes 'For', representing significantly more withheld votes than any other nominee.