Westwater Resources (WWR) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 22, 2026, with voting on key proposals including director elections, amendments to the equity incentive plan, an increase in authorized shares, executive compensation, auditor ratification, and approval of share issuance upon convertible note conversion.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with voting available online, by phone, or by mail.

• The Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of five directors: Terence J. Cryan, Frank Bakker, Tracy D. Pagliara, Karli S. Anderson, and Deborah A. Peacock.

• Amendment to the 2013 Omnibus Incentive Plan to add 6.1 million shares for equity awards.

• Increase in authorized common stock from 200 million to 400 million shares.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Baker Tilly US, LLP as independent auditor for 2026.

• Approval for issuance of shares exceeding 20% of outstanding stock upon conversion of convertible notes, in compliance with NYSE American Rule 713(a).

Board of directors and corporate governance

• Board consists of five directors, with three classified as independent.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Safety and Sustainability.

• All directors attended all meetings in 2025; independent directors met in executive session.

• Board leadership is separated between Executive Chairman and CEO roles.

• Director compensation includes cash retainers and significant equity awards, with no planned changes for 2026.