Centrus Energy (LEU) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 18, 2026, will be held virtually, allowing shareholders to vote and ask questions online.

• Shareholders will vote on five key proposals, including director elections, executive compensation, amendments to the certificate of incorporation, the Section 382 Rights Agreement, and auditor ratification.

• The board recommends voting in favor of all proposals and has engaged extensively with institutional and retail shareholders to inform operational and governance decisions.

Voting matters and shareholder proposals

• Six directors are nominated for one-year terms; all are current board members with diverse backgrounds in nuclear, finance, and technology.

• Advisory vote on executive compensation (say-on-pay) is included, with the last vote receiving 90% approval.

• Proposal to amend the certificate of incorporation to extend exculpation protections to officers, aligning with recent Delaware law changes.

• Proposal to extend and amend the Section 382 Rights Agreement to protect tax assets, increasing the purchase price and extending expiration to June 30, 2029.

• Ratification of Deloitte & Touche LLP as independent auditors for 2026.

Board of directors and corporate governance

• Board consists of six Class A-elected directors and one Class B-elected director, with a majority deemed independent under NYSE standards.

• Board committees include Audit and Finance, Compensation/Nominating & Governance, Technology/Competition & Regulatory, Cyber Risk, and Executive Committees.

• Governance guidelines emphasize fiduciary oversight, annual self-evaluations, and regular executive sessions of non-management directors.

• Stockholders can nominate directors and communicate directly with the board.