Westwater Resources (WWR) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 27, 2025, with stockholders voting on director elections, amendments to the Omnibus Incentive Plan, executive compensation, auditor ratification, and a significant stock issuance agreement.

• The Board recommends voting in favor of all proposals, including the election of five directors and approval of amendments to the equity incentive plan.

• The meeting format is virtual-only, with detailed instructions for electronic and proxy voting provided to ensure broad participation.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of five directors, (2) four amendments to the 2013 Omnibus Incentive Plan, (3) advisory approval of executive compensation, (4) ratification of Moss Adams LLP as auditor, and (5) approval of issuing 20% or more of common stock under a purchase agreement with Lincoln Park Capital Fund.

• The Board unanimously recommends voting FOR all proposals.

• The proposed amendments to the Incentive Plan include increasing authorized shares by 20 million, changing annual grant limits to a formulaic standard, allowing greater flexibility for tax withholding, and recycling shares used for tax purposes.

• Approval is sought for the potential issuance of up to 36.9 million additional shares to Lincoln Park, which could result in up to 37.9% dilution if fully exercised.

Board of directors and corporate governance

• The Board consists of five nominees, all current directors, with a mix of independent and non-independent members.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Safety and Sustainability, each with defined responsibilities and independent leadership.

• The Board held 11 meetings in 2024, with high attendance and regular executive sessions for independent directors.

• Director compensation for 2024 included cash retainers, committee fees, and equity awards, with a planned increase in equity awards for 2025 to enhance alignment with shareholders.