Westwater Resources Inc

This proposal asks stockholders to approve an amendment increasing the share reserve under the Company’s long-standing 2013 Omnibus Incentive Plan by 6.1 million shares. Management seeks approval because, as of the March 19, 2026 measurement date, only 4,622,837 shares remained available under the plan while the Compensation Committee anticipates near-term grants (including performance- and time-based RSUs) sufficient to exhaust available capacity. The board frames the increase as necessary for recruiting, retaining and motivating employees and executives during a growth phase (battery materials/graphite processing), and to align management incentives with long-term shareholder value. Management also emphasizes governance features of the plan — no evergreen provision, prohibition on discounted awards and no repricing without shareholder approval — to mitigate governance risks typically associated with share requests. The Compensation Committee quantified the requested amount as roughly the annual burn-rate (approximately 4.89% on a fully diluted basis), indicating an effort to limit dilution while providing operational flexibility for compensation. Notwithstanding these protections, additional authorized shares will enable sizable future equity awards and could increase overhang if not carefully managed; shareholders should evaluate historic grant pacing, the link between award vesting and rigorous performance metrics, and potential impact on existing ownership percentages. The board recommends FOR given the compensation philosophy emphasizing high “at-risk” pay (large portions of CEO and NEO packages are performance-based) and the stated need to meet stock ownership guidelines, but investors should monitor grant sizes, performance targets, and aggregate dilution over time.

This proposal requests shareholder approval to amend Article 4 of the Certificate of Incorporation to double the authorized common shares from 200 million to 400 million. Management and the Board present the change as a pre-emptive administrative step to preserve flexibility for financing, employee equity programs, strategic transactions, and other corporate purposes without needing immediate further stockholder action. The filing describes current reserves (outstanding shares, shares reserved for incentive plans, convertible notes, and other agreements) and shows limited remaining unissued authorized shares absent this amendment, supporting management’s stated need for additional authorization. The Board disclaims any intent to use the increase specifically for anti-takeover defenses, although it acknowledges that future issuances could, in certain circumstances, affect control or depress share price via dilution. Importantly, adoption of the amendment itself does not immediately dilute existing holders—the dilutionary effect occurs only upon actual issuance of additional shares—yet any future issuances would reduce existing owners’ proportional voting and economic interests. Given this trade-off, the Board recommends FOR to maintain financing and strategic flexibility, but investors should weigh potential dilution against the company’s near-term capital needs and any planned issuance programs tied to the expanded authorization.

This non-binding ‘say-on-pay’ proposal asks shareholders to approve the Company’s executive compensation policies and amounts as disclosed in the Compensation Discussion and Analysis and related tables. Management’s program emphasizes retention and alignment: a high proportion of executive pay is ‘at-risk’ through STI cash bonuses and multi-year LTI RSUs tied to specific operational, project and TSR targets, plus stock ownership guidelines intended to align executives with longer-term shareholder interests. The proxy discloses detailed STI and LTI goals (project commissioning, budget performance, ISO and R&D milestones, TSR targets) and shows how the Compensation Committee assessed attainment across multiple plan vintages; for 2025 the committee reported mixed attainment with overall STI at ~68.5% and LTI partial attainment. The board points to past shareholder support (approximately 79–84% FOR in recent years) and a Compensation Recovery Policy to justify continued reliance on equity-based incentives. While management argues these structures better align pay-for-performance and conserve cash during a capital-intensive build-out, investors should consider whether disclosed metrics are sufficiently rigorous, how goal achievement correlates with sustainable value creation, the magnitude and pace of equity grants (and resulting dilution), and the reasonableness of employment and change‑in‑control provisions. The Board recommends FOR, but shareholders should use the advisory vote to signal approval or concerns regarding plan design, achievement thresholds, and disclosure transparency.

This proposal seeks shareholder approval required by NYSE American Rule 713(a) to allow the Holder of the Series A‑1 and Series B‑1 convertible notes to convert outstanding principal into common stock even if the conversion would result in issuance equal to 20% or more of then‑outstanding shares. The Company entered into two securities purchase agreements in 2025 (Series A‑1 and Series B‑1 Notes) that include conversion mechanics, beneficiary ownership caps (9.99% per holder), conversion prices ($0.63 and $0.83 subject to adjustment), and amortization/repayment features; the agreements also obligate the Company to seek shareholder approval to permit conversions above the NYSE threshold. Management argues that approval preserves flexibility to satisfy note obligations in equity instead of cash, which is important to conserve liquidity for project execution; the Company also entered into voting agreements with officers and directors to support approval. The filing discloses conversions already executed and models that, at current conversion prices and $3.0 million outstanding, up to ~2.33 million additional shares may be required to complete conversions—however conversion price adjustments on future issuances could materially increase potential dilution and there is no fixed cap on future issuable shares. The Board recommends FOR to avoid forced cash repayments that could strain liquidity, but shareholders should weigh the material dilution risk, the conversion price protection that can materially increase issuance, the beneficial ownership caps, and the governance implications of large convertible financings.