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
_________________

Date of Report (Date of earliest event reported): November 28, 2018

Centrus Energy Corp.
(Exact name of registrant as specified in its charter)


Delaware
1-14287
52-2107911
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 

6901 Rockledge Drive, Suite 800
Bethesda, MD 20817
(301) 564-3200


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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
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 Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

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.  ☐

 









Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 28, 2018 the Company entered into an amendment (the “Amendment”) with Daniel B. Poneman, President and Chief Executive Officer of the Company, to the employment agreement, dated as of March 6, 2015, between the Company and Mr. Poneman (the “Employment Agreement”). The Amendment provides that beginning with the 2018 performance year, Mr. Poneman may be paid up to ten percent of his annual bonus under the Employment Agreement in fully vested shares of the Company’s Class A common stock (the “Common Stock”) in lieu of cash, with the remainder of the annual bonus to be paid in cash. The actual percentage of the annual bonus to be paid in Common Stock will be determined by the Compensation Committee in its sole discretion and subject to the terms and conditions of the Company’s 2014 Equity Incentive Plan, as amended, provided, that the number of shares awarded to Mr. Poneman will not exceed 20,000 shares of Common Stock.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the text of the agreement, a copy of which is expected to be filed as an exhibit to Centrus’ annual report on Form 10-K for the year ending December 31, 2018.








SIGNATURE

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 thereunto duly authorized.



 
 
 
Centrus Energy Corp.
 
 
 
 
 
 
 
 
 
 
 
Date:
December 3, 2018
By:
/s/ Marian K. Davis
 
 
 
 
Marian K. Davis
 
 
 
 
Senior Vice President, Chief Financial Officer and Treasurer