UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2017
LIGHTBRIDGE CORPORATION |
(Exact name of registrant as specified in its charter) |
Nevada | | 001-34487 | | 91-1975651 |
(State or other jurisdiction | | (Commission | | (IRS Employer |
of incorporation) | | File Number) | | Identification No.) |
11710 Plaza America Drive, Suite 2000
Reston, VA 20190
(Address of principal executive offices, including zip code)
(571) 730-1200
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, Lightbridge Corporation (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) on May 19, 2017. At the Annual Meeting, the Company’s stockholders approved an amendment to the Lightbridge Corporation 2015 Equity Incentive Plan (the “2015 Plan”) to increase the number of shares authorized for issuance thereunder by 1,500,000 shares.
The full text of the 2015 Plan, as amended, is set forth at Appendix A to the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 17, 2017 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 19, 2017 in McLean, Virginia. At the Annual Meeting, the Company’s stockholders voted on: (i) the election of six director nominees, (ii) the approval of an amendment to the 2015 Plan to increase the number of shares authorized for issuance thereunder by 1,500,000 shares, (iii) authorization for the Company to issue 20% or more of its outstanding common stock in one or more offerings in accordance with Listing Rule 5635(d) of the Nasdaq Stock Market, (iv) the approval, on an advisory basis, of the compensation of the Company’s named executive officers, (v) the approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers, and (vi) ratification of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal year 2017. The results of the votes are set forth below.
Proposal No. 1 – Election of Directors
The following nominees were elected as directors by the votes indicated to serve until the Company’s next annual meeting of stockholders, as set forth in the proxy statement:
Nominee | | For | | Withheld | | Broker-Non Vote |
Seth Grae | | 2,363,911 | | 145,087 | | 4,245,217 |
Thomas Graham, Jr. | | 2,365,158 | | 143,840 | | 4,245,217 |
Xingping Hou | | 2,364,955 | | 144,043 | | 4,245,217 |
Victor Alessi | | 2,388,668 | | 120,330 | | 4,245,217 |
Daniel Magraw | | 2,384,932 | | 124,066 | | 4,245,217 |
Kathleen Kennedy Townsend | | 2,389,088 | | 119,910 | | 4,245,217 |
Proposal No. 2 – Approval of the Amendment to the 2015 Plan
The proposal to approve an amendment to the 2015 Plan to increase the number of shares authorized for issuance thereunder by 1,500,000 shares was approved by the stockholders by the following vote:
For | | Against | | Abstain | | Broker-Non Vote |
1,892,072 | | 593,099 | | 23,827 | | 4,245,217 |
Proposal No. 3 – Authorize the Issuance of 20% or More of the Company’s Common Stock
The proposal to authorize the issuance of 20% or more of the Company’s outstanding common stock in accordance with Listing Rule 5635(d) of the Nasdaq Stock Market, as described in the proxy statement, was approved by the stockholders by the following vote:
For | | Against | | Abstain | | Broker-Non Vote |
1,643,159 | | 826,008 | | 39,831 | | 4,245,217 |
Proposal No. 4 – Advisory Vote on Executive Compensation
The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement was approved by the stockholders by the following vote:
For | | Against | | Abstain | | Broker-Non Vote |
1,983,241 | | 469,267 | | 56,490 | | 4,245,217 |
Proposal No. 5 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
The Company’s stockholders approved, on an advisory basis, future advisory votes on the compensation of the Company’s named executive officers every one year by the following vote:
One Year | | Two Years | | Three Years | | Abstain | | Broker-Non Vote |
2,250,353 | | 69,387 | | 168,196 | | 21,062 | | 4,245,217 |
Proposal No. 6 – Ratification of Auditors
The proposal to ratify the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was approved by the stockholders by the following vote:
For | | Against | | Abstain | | Broker-Non Vote |
6,667,216 | | 41,258 | | 45,741 | | 0 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | LIGHTBRIDGE CORPORATION | |
| | | | |
| Dated: May 22, 2017 | By: | /s/ Seth Grae | |
| Name: | Seth Grae | |
| | Title: | President and Chief Executive Officer | |
