DEF: Ur-Energy Inc. Announces Annual and Special Meeting of Shareholders

Ur-Energy Inc. will hold its Annual and Special Meeting of Shareholders on June 5, 2025, to vote on director elections, auditor re-appointment, executive compensation, and the renewal of the company's equity incentive plan.

Summary

• Ur-Energy Inc. will hold its Annual and Special Meeting of Shareholders on June 5, 2025, in Littleton, Colorado.
• Shareholders will vote on several proposals, including the election of seven directors, the re-appointment of BDO USA, P.C. as independent auditors, an advisory vote on executive compensation, and the renewal of the Ur-Energy Inc. Amended and Restated Restricted Share Unit and Equity Incentive Plan (RSU&EI Plan).
• The Board of Directors recommends voting FOR all director nominees and FOR Proposals 2, 3, and 4.
• The record date for determining shareholders eligible to vote is April 9, 2025, and proxy materials were first distributed on or about April 25, 2025.
• The company plans to hold the annual meeting in person on June 5, 2025, and will continue its practice of allowing shareholders to listen to the meeting online or by telephone.
• As of April 9, 2025, the company had 364,819,260 Common Shares issued and outstanding.
• The affirmative vote of a majority of the votes cast at the meeting will be required for approval of Proposals 2, 3 and 4.
• The RSU&EI Plan must be reconfirmed every three years by a majority of the company's directors and shareholders excluding the votes cast by, or in behalf of, the insiders of the company who are eligible to participate in the RSU&EI Plan, and their affiliates.

Sentiment

Score: 7

Explanation: The document is neutral in tone, providing factual information about the upcoming shareholder meeting and related proposals. The Board's recommendations are clearly stated, and the document aims to inform shareholders and encourage participation.

Positives

• The Board of Directors is actively engaged in corporate governance and recommends voting FOR all proposals.
• The company is providing multiple ways for shareholders to participate in the meeting, including in-person, online, and by telephone.
• The company is committed to maintaining a strong compensation program to attract and retain highly qualified directors and employees.
• The company has a clawback policy which applies to all executives.

Negatives

• The advisory vote on executive compensation (Proposal 3) is non-binding.
• The RSU&EI Plan resolution must be passed by a majority of votes cast at the meeting, excluding 3,327,616 Common Shares held by certain insiders of the Company and their affiliates.

Risks

• Failure to obtain shareholder approval for the RSU&EI Plan renewal could impact the company's ability to grant equity incentives.
• The company's share price may be heavily influenced by changes in uranium and other commodity prices, which are outside of the company's control.
• Geopolitical developments and public and governmental support for (or in opposition to) nuclear energy have affected the company's share price in ways it is unable to control.

Future Outlook

The company anticipates that the overall structure of the company's program will remain largely the same in 2025 for employees and executive officers as it continues to reach steady-state production operations at Lost Creek and complete construction and buildout leading to operations at Shirley Basin.

Management Comments

• The Board of Directors believes that effective corporate governance contributes to improved corporate performance and enhanced shareholder value.
• The Compensation Committee believes that the results of our advisory votes on say on pay confirm that the majority of our shareholders remain quite satisfied with our executive compensation policies and decisions, and that our executive compensation program effectively aligns the interests of our Named Executive Officers with the interests of our shareholders.

Industry Context

The document provides context on executive compensation practices within the uranium mining industry and broader energy sector, using a peer group of comparable companies for benchmarking.

Comparison to Industry Standards

• The Compensation Committee retained the services of Roger Gurr & Associates (RG&A) to review aspects of our compensation program.
• Our peer group, as updated, has provided a foundation from which we can compare our compensation program and practices to peer companies.
• Selecting an initial group of 18 comparators resulted in a sufficient number of executive position matches in the peer group, to which comparisons can be drawn to our executives with statistical reliability.
• To best reflect the current professional talent market, while retaining sufficient continuity to prior peer groups, 72% continuity to prior peer groups was maintained.
• Peer companies which are similar in size, complexity and risk profile, with market capitalization within a specified range were selected.
• The criteria considered to select our peer group included corporate head offices in North America to best reflect the primary source of executive and board talent; common share listings on North American stock exchanges; operating companies in production in the extraction industries (uranium; energy-related production; and precious metals mining), which also have ongoing exploration and development activities; and companies with operations and projects in low-risk jurisdictions.
• The Companys peer group is as follows: Americas Gold and Silver Corporation, Denison Mines Corp., Endeavour Silver Corp., Energy Fuels Inc., Evolution Petroleum Corp., Fission Uranium Corp., Gold Resource Corporation, Largo Inc., NexGen Energy Ltd., NioCorp Developments Ltd., Nouveau Monde Graphite Inc., Orla Mining Ltd., Seabridge Gold Inc., Silvercorp Metals Inc., Uranium Energy Corp.

Stakeholder Impact

• Shareholders are encouraged to participate in the voting process to influence the company's direction.
• Employees are affected by the equity incentive plan and executive compensation decisions.
• The company's performance and governance practices impact investor confidence and market valuation.

Next Steps

• Shareholders are urged to promptly complete, sign, date and return their proxy, or to vote online or by telephone.
• The Board of Directors will give appropriate attention to all written communications that are submitted by shareholders.

Key Dates

Keywords

shareholders meeting, proxy statement, directors, auditors, executive compensation, equity incentive plan, corporate governance, voting, Ur-Energy