Not independent
Tenure on this board
4.3 yrs
8 nominees · 5 ballot items.
Elect eight directors; re-appoint BDO USA, P.C. as auditors; cast an advisory (non-binding) vote to approve named executive officer compensation; cast an advisory vote on the frequency of future say-on-pay votes; and approve renewal and three-year reauthorization of the Amended and Restated Stock Option Plan 2005.
Elect eight (8) directors (John W. Cash, Rob Chang, Elmer W. Dyke, Matthew D. Gili, Gary C. Huber, Thomas H. Parker, John Paul Pressey, and Kathy E. Walker) to serve until the next annual meeting or until their successors are elected.
Re-appoint BDO USA, P.C. as the Company’s independent auditors for the ensuing year and authorize the Board to fix their remuneration.
A non-binding advisory vote asking shareholders to approve the compensation of the Company’s Named Executive Officers as disclosed in the Management Proxy Circular, including the Compensation Program and Executive Compensation sections and related tables and narrative.
This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation as disclosed in the proxy. Management seeks this advisory endorsement to validate its compensation philosophy and practices—linking pay to operational, safety, and corporate objectives during a period of production ramp-up and construction at Shirley Basin—while maintaining a mix of base salary, at-risk short-term incentives, and long-term equity incentives. The Compensation Committee emphasizes that a substantial portion of executive pay is at risk (approximately 62% for the CEO and 54% for other executives), and that incentives are structured with threshold-to-maximum performance bands and share ownership guidelines to align management with shareholder interests. The vote is non-binding, but management will review results and consider shareholder feedback when setting future compensation. The Board recommends a “FOR” vote on grounds that the program promotes retention, operational focus, and long-term value creation, and that past advisory votes showed strong shareholder support. Key contextual considerations for analysts include the company’s recent operational ramp at Lost Creek, ongoing Shirley Basin construction and commissioning, and recent executive transitions (new CEO appointed December 2025), which make continuity and retention-focused pay practices material to near-term execution risk. Potential counterarguments include the non-binding nature of the vote and sensitivity of pay outcomes to volatile uranium markets; however, management highlights governance controls (clawback policy, anti-hedging/anti-pledging, no repricing of options) designed to mitigate excessive risk-taking. Analysts should weigh the advisory outcome alongside disclosed pay-for-performance metrics, peer benchmarking, and the Company’s operational milestones when assessing alignment between realized pay and shareholder value.
An advisory (non-binding) vote where shareholders select whether future advisory votes on Named Executive Officer compensation should occur every year, every two years, or every three years (management recommends ANNUAL).
This proposal asks shareholders to choose the preferred frequency—one, two, or three years—of future non-binding advisory votes on executive compensation. Management recommends an annual vote to ensure regular shareholder input during a period of operational scaling and potential compensation program changes informed by a retained consultant (Zayla) and ongoing strategic execution at Lost Creek and Shirley Basin. The Board frames an annual cadence as the optimal balance between shareholder oversight and administrative burden, believing yearly feedback will help the Compensation Committee respond to governance trends and any material changes. For sophisticated analysts, the key evaluation points include: whether an annual vote encourages meaningful engagement versus tokenism; how often major peer companies in the sector hold say-on-pay votes; and whether frequent advisory votes increase governance responsiveness or create volatility in compensation-setting. The advisory nature of the vote means the Board retains discretion, but repeated negative outcomes could signal a need for program adjustments. Given the Company’s recent executive changes and a planned consultant review of compensation, an annual vote arguably provides timely shareholder input as pay policies evolve. Risks include shareholder fatigue or inconclusive plurality outcomes when votes are dispersed across multiple options; nevertheless, the Board’s clear recommendation for ANNUAL provides a focal choice for shareholders seeking to influence governance cadence.
Ratify, confirm, and approve renewal of the Amended and Restated Stock Option Plan 2005 and authorize all unallocated stock options issuable pursuant to the Option Plan until June 4, 2029 (three-year renewal).
This proposal asks shareholders to ratify and renew the Company’s long-standing Option Plan and to approve the unallocated pool of options for an additional three years, consistent with TSX rules for plans without fixed maximum share issuances. Management frames the renewal as necessary to preserve the Company’s principal mechanism for long-term incentives—stock options and RSUs—used to attract, retain and motivate employees, executives, consultants and directors during a material growth phase (Lost Creek optimization and Shirley Basin construction). The Board emphasizes that no changes to the Plan’s terms are proposed and that the renewal does not increase the maximum percentage available under the Plan; rather it permits continued grants under existing mechanics (10% of outstanding shares aggregate limit). Analysts should evaluate the renewal against dilution metrics (current outstanding options, run rate, and reserved pool), historical burn rates (approximately 0.7% Option Plan run rate in 2025), and the company’s near-term equity needs given planned staffing and retention for Shirley Basin ramp-up. Governance considerations include anti-dilution provisions, vesting schedules (three-year vesting typical), no repricing policy, and insider limits (insider issuance caps); these features mitigate some shareholder dilution concerns. The Board’s recommendation is unanimous and supported by the Compensation Committee; failure to approve would not affect outstanding awards but would prevent further option grants and could hinder retention and executive motivation during a critical operational period. Market context—low absolute share price and the need to remain competitive with peer compensation—favors continued availability of equity incentives, but analysts should monitor grant practices and post-approval granting cadence for indicators of governance discipline.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ALPS ADVISORS INC | 12.3% | 48,881,160 | $73M |
| 2 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 6.3% | 25,228,478 | $38M |
| 3 | STATE STREET CORP | 5.3% | 21,224,562 | $32M |
| 4 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 4.2% | 16,516,010 | $24M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 15,493,942 | $23M |
| 6 | Azarias Capital Management, L.P. | 3.4% | 13,604,304 | $20M |
| 7 | MILLENNIUM MANAGEMENT LLC | 2.0% | 8,040,856 | $12M |
| 8 | Vident Advisory, LLC | 1.8% | 7,283,587 | $11M |
| 9 | MARSHALL WACE, LLP | 1.8% | 7,118,785 | $11M |
| 10 | Lloyd Harbor Capital Management, LLC | 1.6% | 6,255,707 | $9M |
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