Lightbridge (LTBR) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 8, 2025, with voting on key proposals including director elections, amendments to the Articles of Incorporation and Omnibus Incentive Plan, executive compensation, and auditor ratification.

• Shareholders of record as of March 12, 2025, are eligible to vote, with multiple voting methods available including online, phone, and mail.

• The Board recommends voting in favor of all proposals, emphasizing the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposals include electing six directors, increasing authorized common shares from 25M to 100M, amending the 2020 Omnibus Incentive Plan to increase available shares from 2.5M to 5M, an advisory vote on executive compensation, and ratification of BDO USA, P.C. as auditor.

• The amendment to the Omnibus Incentive Plan is contingent on approval of the increase in authorized shares.

• The Series X Preferred Stock, held by an independent director, provides 25M votes on Proposal 2, mirroring the common stock vote.

• Shareholder proposals for the 2026 meeting must be submitted by November 24, 2025, for proxy inclusion.

Board of directors and corporate governance

• The Board consists of six members, with a mix of industry, regulatory, financial, and ESG expertise; all are standing for re-election.

• Three standing committees: Audit, Compensation, and Governance/Nominating, all comprised of independent directors.

• The Board disbanded several committees in 2024 to streamline governance.

• The company maintains a Code of Business Conduct and Ethics, with no waivers reported in 2024.

• Board diversity includes gender and ethnic representation.