Westwater Resources (WWR) Proxy Filing summary

Executive summary

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

• The Board recommends voting FOR all director nominees and all proposals, emphasizing alignment with shareholder interests and corporate growth strategies.

Voting matters and shareholder proposals

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

• Amendments to the 2013 Omnibus Incentive Plan: increase share reserve by 20 million, adjust annual grant limits to a formulaic standard, allow greater tax withholding flexibility, and permit recycling of shares used for tax withholding.

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

• Ratification of Moss Adams LLP as independent auditor for 2025.

• Approval to issue 20% or more of common stock under a purchase agreement with Lincoln Park Capital Fund, LLC.

Board of directors and corporate governance

• Board consists of five members, with three independent directors and two non-independent (Executive Chairman and CEO).

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

• All directors attended nearly all meetings in 2024; independent directors met in executive session.

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

• Director compensation includes cash retainers, committee fees, and equity awards, with anticipated increases in equity awards for 2025.