Centrus Energy (LEU) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2026, with voting on five key proposals, including director elections, executive compensation, amendments to the certificate of incorporation, approval of the Section 382 Rights Agreement, and auditor ratification.

• Shareholder engagement was extensive, with management reaching out to 90% of top institutional holders and integrating feedback into operational and financial guidance.

Voting matters and shareholder proposals

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

• Advisory vote on executive compensation (say-on-pay) is recommended for approval.

• Proposal to amend the certificate of incorporation to allow officer exculpation, aligning with Delaware law.

• Proposal to extend and amend the Section 382 Rights Agreement to protect tax assets and increase the purchase price for rights.

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

Board of directors and corporate governance

• The board consists of six Class A directors and one Class B investor-designated director, with a majority deemed independent.

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

• Governance guidelines emphasize board independence, annual self-evaluations, and regular executive sessions.

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