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 3, 2018
UR-ENERGY INC.
(Exact name of registrant as specified in its charter)
| Canada | 001- 33905 | Not applicable | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 10758 W Centennial Road, Suite 200 | ||
| Littleton, Colorado | 80127 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code:(720) 981-4588
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 ¨
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. ¨
| Item 2 .02 | Results of Operations and Financial Condition. |
On May 4, 2018, Ur-Energy Inc. issued a press release announcing its financial results for the quarter ended March 31, 2018.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Company held its Annual and Special Meeting of Shareholders (the “Meeting”) on May 3, 2018. At the Meeting, three proposals were submitted to the shareholders for approval as set forth in the Company’s definitive proxy statement, filed April 6, 2018. As of March 27, 2018, the record date for the meeting, a total of 146,599,652 Common Shares were outstanding and entitled to vote. In total, 93,494,085 Common Shares were present in person or represented by proxy at the Meeting, which represented 63.78% of the Common Shares outstanding and entitled to vote as of the record date.
Proposal No. 1 – Election of Directors. The shareholders elected all of the directors presented to the shareholders. For the election of directors, there were a total of 38,914,367 broker non-votes.
| Nominee | Vote For | % | Votes Withheld | % |
| Jeffrey T. Klenda | 54,342,739 | 99.57 | 236,979 | 0.43 |
| James M. Franklin | 51,653,090 | 94.64 | 2,926,628 | 5.36 |
| W. William Boberg | 49,446,894 | 90.60 | 5,132,824 | 9.40 |
| Thomas Parker | 51,676,652 | 94.68 | 2,903,066 | 5.32 |
| Gary C. Huber | 51,639,273 | 94.61 | 2,940,445 | 5.39 |
| Kathy E. Walker | 51,661,522 | 94.65 | 2,918,196 | 5.35 |
| Rob Chang | 52,813,778 | 96.76 | 1,765,940 | 3.24 |
Proposal No. 2 – Reappointment of PricewaterhouseCoopers LLP as our independent auditors of the Company and authorization for the directors to fix the remuneration of the auditors.
| For | Withheld |
| 91,170,274 | 2,323,811 |
Proposal No. 3 – Advisory (non-binding) vote regarding the compensation of the Company’s named executive officers. There were a total of 38,914,367 broker non-votes on Proposal No. 3.
| For | Against |
| 53,934,735 | 644,983 |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | ||
| 99.1 | Press release of Ur-Energy Inc., dated May 4, 2018, reporting financial results for the quarter ended March 31, 2018.* |
| * | These Exhibits are intended to be furnished to, not filed with, the SEC pursuant to General Instruction B.2 of Form 8-K. |
SIGNATURE
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.
Date: May 7, 2018
| Ur-Energy Inc. | ||
| By: | /s/ Penne A. Goplerud | |
| Name: Penne A. Goplerud | ||
| Title: Corporate Secretary and General Counsel | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release of Ur-Energy Inc., dated May 4, 2018, reporting financial results for the quarter ended March 31, 2018.* |
| * | These Exhibits are intended to be furnished to, not filed with, the SEC pursuant to General Instruction B.2 of Form 8-K. |