Current Report

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 29, 2014



(Exact name of registrant as specified in its charter)


Canada 001- 33905 Not applicable
(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number)


10758 W Centennial Road, Suite 200  
Littleton, Colorado 80127
(Address of principal executive offices) (Zip code)


Registrant’s telephone number, including area code: (720) 981-4588


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))




Item 5.07 Submission of a Matter to a Vote of Security Holders.


Ur-Energy Inc. (the “Company”) held its Annual and Special Meeting of Shareholders (the “Meeting”) on April 29, 2014. At the Meeting, five proposals were submitted to the shareholders for approval as set forth in the Company’s definitive proxy statement, filed March 27, 2014. As of the record date, a total of 128,704,796 Common Shares were outstanding and entitled to vote. In total, 73,952,712 Common Shares were present in person or represented by proxy at the Meeting, which represented approximately 57.46% of the Common Shares outstanding and entitled to vote as of the record date.


Proposal No. 1 – Election of Directors. The shareholders elected all directors presented to the shareholders. For the election of directors, there were a total of 35,291,852 broker non-votes.


Name For % Withheld %
Jeffrey T. Klenda 35,678,714 92.29 2,982,146 7.71
Wayne W. Heili 36,762,742 95.09 1,898,118 4.91
Paul Macdonell 30,851,907 79.80 7,808,953 20.20
W. William Boberg 35,120,727 90.84 3,540,133 9.16
James M. Franklin 37,245,988 96.34 1,414,872 3.66
Thomas Parker 35,721,160 92.40 2,939,700 7.60


Proposal No. 2 – Reappointment of PricewaterhouseCoopers LLP as our independent auditors of the Company and authorization for the directors to fix the remuneration of the auditors.


For Against
73,226,994 725,718


Proposal No. 3 – Advisory (non-binding) vote regarding the compensation of the Company’s named executive officers. There were a total of 35,291,852 broker non-votes on Proposal No. 3.


For Against Abstain
35,467,179 2,748,017 445,664


Proposal No. 4 – Advisory (non-binding) vote regarding frequency of shareholder advisory votes on executive compensation. There were a total of 35,291,852 broker non-votes on Proposal No. 4.


The Board of Directors of the Company has adopted the preference expressed by the shareholders in this advisory vote and will conduct advisory votes on executive compensation every year until the Company’s next “say when on pay” vote in 2020.


One Two Three Abstain
16,980,663 14,051,318 7,051,320 577,558


Proposal No. 5 – Ratification, confirmation and approval of the renewal of the Ur-Energy Inc. Amended and Restated Stock Option Plan 2005 (the “Option Plan”), and approval and authorization for a period of three years all unallocated options issuable pursuant to the Option Plan. There were a total of 35,294,852 broker non-votes on Proposal No. 5.


For1 Against
31,490,467 3,412,693



1 Excluding 3,304,700 shares held by certain insiders and their affiliates.






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 hereunto duly authorized.


Date: May 2, 2014


  Ur-Energy Inc.
  By:   /s/ Penne A. Goplerud
    Name: Penne A. Goplerud
    Title: Corporate Secretary and General Counsel