URANIUM ENERGY CORP - FORM 8-K - July 28, 2017

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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

July 27, 2017
Date of Report (Date of earliest event reported)

URANIUM ENERGY CORP.
(Exact name of registrant as specified in its charter)

Nevada

001-33706

98-0399476

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1030 West Georgia Street, Suite 1830
Vancouver, British Columbia

  


V6E 2Y3

(Address of principal executive offices)

  

(Zip Code)

(604) 682-9775
Registrant's telephone number, including area code

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[     ]

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company  o

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.    o

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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

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

Results of the Annual General Meeting

An Annual General Meeting of Shareholders (the "AGM") of the Company was held on July 27, 2017 to approve the agenda items described below.

Proxies for the AGM were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company's solicitation.

A total of 78,222,885 shares (56.42% of the 138,631,675 issued and outstanding shares of the Company's common stock entitled to vote as of May 30, 2017, the record date for the AGM) were present in person or by proxy, constituted a quorum for the transaction of business and were voted at the AGM. The agenda items submitted at the AGM were passed as described below. Percentages indicated below reflect the percentage of the total number of shares voted at the AGM with respect to that agenda item.

Agenda Item 1.                   To elect six directors:

Nominee

For

Withheld

Amir Adnani

29,103,443

98.60%

412,207

1.40%

Spencer Abraham

28,624,887

96.98%

890,763

3.02%

Ivan Obolensky

28,974,298

98.17%

541,352

1.83%

Vincent Della Volpe

29,012,300

98.29%

503,350

1.71%

David Kong

29,082,950

98.53%

432,700

1.47%

Ganpat Mani

29,058,146

98.45%

457,504

1.55%

There were 48,707,235 broker non-votes with respect to this agenda item. Votes that were withheld and broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on the election of directors.

Agenda Item 2.                    To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2017. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For

Against

Abstain

76,966,669

98.39%

722,887

0.92%

533,329

0.68%

There were no broker non-votes with respect to this agenda item. Abstentions were counted for purposes of determining the presence or absence of a quorum, and abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item.

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Agenda Item 3.                    To approve the Company's 2017 Stock Incentive Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For

Against

Abstain

27,181,982

92.09%

1,800,996

6.10%

532,672

1.80%

There were 48,707,235 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be "votes cast", and therefore had no effect on the vote with respect to this proposal.

Agenda Item 4.                    To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For

Against

Abstain

27,197,900

92.14%

1,513,721

5.12%

804,029

2.72%

There were 48,707,235 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be "votes cast", and therefore had no effect on the vote with respect to this proposal.

Agenda Item 5.                    To approve, on a non-binding advisory basis, the frequency of executive compensation votes. The votes cast for each of 1 year, 2 years, 3 years, and the number of abstentions, were as follows:

1 year

2 years

3 years

Abstain

27,401,452

92.83%

421,073

1.42%

1,147,225

3.88%

545,900

1.84%

Determination on Frequency of Shareholder Vote on the Compensation of Executives

The Company's Board of Directors has determined to include on an annual basis a shareholder vote on the compensation of executives in its proxy materials until the next required vote on the frequency of shareholder votes on the compensation of executives.

SECTION 8 - OTHER EVENTS

Item 8.01       Other Events

On July 27, 2017, the Company's Board of Directors convened a meeting immediately following the AGM and reappointed the following executive officers:

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Amir Adnani

President and Chief Executive Officer;
 

Spencer Abraham

Chairman of the Board;
 

Pat Obara

Secretary, Treasurer and Chief Financial Officer; and
 

Scott Melbye

Executive Vice President.

In addition, on July 27, 2017, the Company issued a news release announcing the results of the AGM. A copy of the news release is attached as Exhibit 99.1 hereto.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

Not applicable.

(b) Pro forma Financial Information

Not applicable.

(c) Shell Company Transaction

Not applicable.

(d) Exhibits

Exhibit

Description

99.1

News Release dated July 27, 2017.

__________

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SIGNATURES

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.

URANIUM ENERGY CORP.

DATE:  July 27, 2017.

By:        /s/ Amir Adnani                       
             Amir Adnani
             President, Chief Executive Officer and
             a director

__________

 

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URANIUM ENERGY CORP Reports

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