Centrus Energy Corp

This non-binding advisory proposal asks shareholders to approve, on an advisory basis, the Company’s executive compensation as disclosed in the proxy statement. Management is seeking a shareholder endorsement of its pay program to validate its governance approach and to demonstrate alignment between executive pay and Company performance. The Company describes a pay-for-performance framework with base salary, annual cash incentives tied to pre-set Corporate Goals, and performance-based long-term equity awards; the CN&G Committee used an independent consultant and a peer/market reference set to design pay. In 2025 the Company reports strong operational and financial performance (notably revenue of $448.7 million, net income of $77.8 million, and a large unrestricted cash balance) and a Corporate Goals Achievement Percentage of 121%, which management says drove above-target annual incentive payouts and vesting outcomes for LTIP cycles. The board recommends FOR on the basis that compensation supports retention and alignment with stockholders, includes clawback and governance protections, and employs balanced short- and long-term incentives. Investors should weigh the advisory nature of the vote — it does not change pay contracts — against the disclosed governance safeguards (independent committee oversight, consultant advice, clawback policy) and the Company’s recent financial and operational milestones. A FOR vote signals shareholder acceptance of the structure and outcomes of the 2025 compensation program; a dissenting vote would likely prompt the board and CN&G Committee to engage with dissenting holders and reassess program features. Considerations for sophisticated investors include pay quantum relative to peers, the mix of performance metrics, and the discretion retained by the committee in payouts.

This management proposal requests shareholder approval to amend the Company’s certificate of incorporation to add officers to the exculpatory provision currently applicable to directors, thereby limiting officers’ monetary liability for breaches of the duty of care to the fullest extent permitted by Delaware law while preserving express exceptions. The amendment would continue to exclude liability for breaches of the duty of loyalty, acts or omissions not in good faith, intentional misconduct, knowing violations of law, Section 174 director-specific liability, and transactions involving improper personal benefit; for officers it also preserves claims brought by or in right of the corporation. Management’s stated rationale is to assist in attracting and retaining qualified officers and to reduce the deterrence effect and defense costs from meritless litigation in the current litigious environment. The board recommends FOR, arguing that protections are narrow, targeted, and consistent with DGCL Section 102(b)(7), and that alignment of officer and director protections is prudent. From a governance perspective, investors should weigh the benefits — improved recruitment and reduced expense and distraction — against concerns that expanded exculpation can reduce accountability if not paired with robust oversight and explicit exceptions: here, the preservation of duty-of-loyalty and bad-faith exceptions, plus derivative-claim carve-outs for officers, mitigate those concerns. The required vote is a majority of the Class A voting power; if approved, the amendment will be filed promptly and will be prospective; if not approved, the charter remains unchanged. Sophisticated investors should consider the company-specific context — significant government contracting exposure, reliance on experienced nuclear-industry management — alongside market practice on officer exculpation and the company’s other governance safeguards (independent board, committee oversight, related-party policies). Overall, the proposal tightens director/officer parity with specific, legally recognized limitations designed to preserve accountability while reducing litigation risk.

This proposal asks shareholders to approve the Company’s existing Section 382 Rights Agreement as amended by the Seventh Amendment, which would extend the rights plan’s expiration date and materially increase the per-right purchase price to reflect the Company’s higher trading price and preserve the intended economic deterrent. Management adopted the rights plan originally to protect the value of Centrus’ net operating loss carryforwards and other tax attributes (Tax Benefits) by discouraging transfers or accumulations of stock ownership that could trigger an “ownership change” under Section 382 of the Internal Revenue Code and materially limit the Company’s ability to use those Tax Benefits. The Seventh Amendment would extend the effective life of the protective regime and raise the one‑one‑thousandth preferred-share purchase price from $160.38 to $1,143.95, increasing the economic cost to an acquiring person and thereby maintaining the plan’s effectiveness given the Company’s stock-price appreciation. The board argues this protects stockholder value because the Company has substantial NOLs and tax attributes that could be impaired by an ownership change; losing those assets could reduce future cash taxes and value. However, the Rights Agreement and its amendments have anti‑takeover effects—potentially deterring unsolicited bids and reducing the market for corporate control—so shareholders must weigh the protective tax rationale against the potential for entrenchment and reduced takeover liquidity. The board has preserved mechanisms (redemption, exchange, and board discretion to exempt transactions) to permit friendly or strategic transactions that management and the board approve, and it seeks shareholder approval as required. A FOR vote maintains the Company’s defenses to protect tax assets and preserve long-term value, while a vote against would allow the current Rights Agreement to expire per its terms on June 30, 2026, with the attendant risk that a future ownership change could curtail the Company’s NOL utilization; sophisticated investors should evaluate the relative value of the NOLs, the company’s strategic position, and the governance trade-offs posed by the poison‑pill style arrangement.