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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):
May
22, 2026
WESTWATER
RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
001-33404 |
|
75-2212772 |
| (State or Other Jurisdiction of
|
|
(Commission File Number) |
|
(IRS Employer |
| Incorporation) |
|
|
|
Identification No.) |
6950
S. Potomac Street, Suite 300
Centennial,
Colorado |
|
80112 |
| (Address of Principal Executive
Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (303)
531-0516
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 (see General Instruction A.2. below):
| ¨ | 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, $0.001 par value |
|
WWR |
|
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 5.03 | Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year. |
On Friday, May 22,
2026, at 8:00 a.m. Mountain Time, Westwater Resources, Inc. (the “Corporation”)
held its Annual General Meeting of Stockholders (the “Annual Stockholder Meeting”).
As described under Item
5.07 of this Current Report, the Corporation’s stockholders approved an amendment (“Amendment”)
to the Company's Amended and Restated Certification of Incorporation (as amended, the “Certificate
of Incorporation”) to increase the number of authorized shares of common stock of the Corporation from 200,000,000 shares
to 400,000,000 shares. The Amendment was filed with the office of the Secretary of State of Delaware on May 22, 2026, and became
effective upon filing. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by
reference to the complete text of the Amendment, a copy of which is filed as Exhibit 3.1 to this report and is incorporated by reference
herein.
| Item 5.07 | Submission of Matters
to a Vote of Security Holders. |
At the Annual
Stockholder Meeting, six proposals were submitted to the stockholders for approval as set forth in the definitive Proxy Statement as
filed with the SEC on March 31, 2026 (the “Proxy Statement”). As of the record date, March 30, 2026, a
total of 124,702,952 shares of common stock of the Corporation were issued and outstanding and entitled to vote. The holders of
record of
63,938,258
shares of common stock were present in person or represented by proxy at the Annual Stockholder Meeting. Such amount represented
51.27%
of the shares entitled to vote at such meeting and constituted a quorum in accordance with the applicable provisions of the By-Laws
of the Corporation. The six proposals submitted to the stockholders for approval were to:
1. Elect
as directors the five nominees named in the Proxy Statement.
2. Approve
an amendment to the Corporation’s 2013 Omnibus Incentive Plan as amended (the “Incentive
Plan”), to increase the authorized number of shares of common stock of the Corporation available and reserved for issuance
under the Incentive Plan by 6,100,000 shares.
3. Approve
an Amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock of the Corporation from
200,000,000 shares to 400,000,000 shares.
4. Provide
advisory approval of the Corporation’s executive compensation.
5. Ratify
the appointment of Baker Tilly US, LLP as the Corporation’s independent registered public accountant for 2026.
6. Approve,
for purposes of complying with NYSE American Rule 713(a), the issuance of shares of common stock representing 20% or more upon the
conversion of certain Convertible Notes.
At the Annual Stockholder Meeting, the stockholders approved all six
of the proposals submitted. The specific voting results are provided below:
Proposal 1 - Election
of Directors
| Nominees |
|
For |
|
|
Withheld |
|
|
Broker Non-Votes |
|
| Terence J. Cryan |
|
20,750,583 |
|
|
|
2,321,996 |
|
|
|
40,865,679 |
|
| Frank Bakker |
|
21,392,651 |
|
|
|
1,679,928 |
|
|
|
40,865,679 |
|
| Tracy D. Pagliara |
|
20,132,879 |
|
|
|
2,939,700 |
|
|
|
40,865,679 |
|
| Karli S. Anderson |
|
21,478,298 |
|
|
|
1,594,281 |
|
|
|
40,865,679 |
|
| Deborah A. Peacock |
|
21,554,527 |
|
|
|
1,518,052 |
|
|
|
40,865,679 |
|
Proposal 2 - Approval
of an Amendment to the Incentive Plan
| For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
| 16,580,833 |
|
|
|
6,143,016 |
|
|
|
348,730 |
|
|
|
40,865,679 |
|
Proposal 3 - Amendment to Certificate
of Incorporation to Increase the Authorized Common Shares
| For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
| 50,462,758 |
|
|
|
12,980,650 |
|
|
|
494,850 |
|
|
|
0 |
|
Proposal 4 - Non-binding
Advisory Approval of Executive Compensation
| For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
| 19,109,776 |
|
|
|
3,489,887 |
|
|
|
472,916 |
|
|
|
40,865,679 |
|
Proposal 5 - Ratification of the Appointment
of Baker Tilly US, LLP
| For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
| 61,571,486 |
|
|
|
1,426,753 |
|
|
|
940,019 |
|
|
|
0 |
|
Proposal 6 - Issuance of Common Stock Upon Conversion of Convertible
Notes
| For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
| 20,360,680 |
|
|
|
2,148,847 |
|
|
|
563,052 |
|
|
|
40,865,679 |
|
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate
of Amendment to Amended and Restated Certificate of Incorporation of Westwater Resources, Inc. |
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL
tags are embedded in 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.
| |
Westwater Resources, Inc. |
| |
|
| Dated: May 22, 2026 |
/s/ John
W. Lawrence |
| |
John W. Lawrence |
| |
Chief Administrative Officer, General Counsel &
Corporate Secretary |
