UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. ______)
Filed by
the Registrant [ x ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to § 240.14a -12
URANERZ ENERGY CORPORATION
(Name of Registrant as Specified in its Charter)
___________________________________________________________
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate
box): |
[ x ] |
No fee required |
[ ] |
Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11. |
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(1) |
Title of each class of securities to which
transaction applies: |
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(2) |
Aggregate number of securities to which
transaction applies: |
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(3) |
Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined): |
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(4) |
Proposed maximum aggregate value of
transaction: |
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(5) |
Total fee paid: |
[ ] |
Fee paid previously with preliminary
materials. |
[ ] |
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing. |
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(1) |
Amount Previously Paid: |
1
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(2) |
Form, Schedule or Registration Statement No.: |
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(3) |
Filing Party: |
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(4) |
Date Filed: |
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URANERZ ENERGY CORPORATION |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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To all Stockholders of Uranerz Energy Corporation:
You are invited to attend the 2015 Annual Meeting of
Stockholders (the Annual Meeting) of Uranerz
Energy Corporation (the Company). The Annual
Meeting will be held at the Casper Petroleum Club, 1301 Wilkins Circle, Casper,
Wyoming, U.S.A., 82601 on Monday, June 29, 2015 , at 9:00 a.m. Mountain Daylight
Time (MDT). The purposes of the meeting are:
1. |
To elect the Nominees to the Companys Board of Directors
to serve until the Companys 2016 Annual Meeting of Stockholders or until
successors are duly elected and qualified; the following are nominees for
election as Directors: Glenn Catchpole, Dennis Higgs, Paul Goranson, Paul
Saxton, Gerhard Kirchner, Peter Bell, and Arnold Dyck; |
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2. |
To ratify the appointment of the Companys independent
registered public accounting firm, Manning Elliott LLP, for the fiscal
year ending December 31, 2015; and |
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3. |
To conduct any other business that may properly come
before the Annual Meeting. |
The Board of Directors has fixed May 1, 2015 as the record date
for the Annual Meeting. Only stockholders of the Company of record at the close
of business on that date will be entitled to notice of, and to vote at, the
Annual Meeting. A list of stockholders as of May 1, 2015 will be available at
the Annual Meeting for inspection by any stockholder. Stockholders will need to
register at the meeting to attend and vote at the meeting. If your shares of
common stock are not registered in your name, you will need to obtain a proxy
from the broker, bank or other institution that holds your shares of common
stock in order to register to attend and vote. You should ask the broker, bank
or other institution that holds your shares to provide you with a proxy to vote
your shares of common stock at the Annual Meeting. Please bring that
documentation to the meeting.
IMPORTANT
Whether or not you expect to attend the Annual Meeting, please
sign and return the enclosed proxy promptly. If you decide to attend the
meeting, you may, if you wish, revoke the proxy and vote your shares of common
stock in person. The Companys Proxy Statement for the 2015 Annual Meeting of
Stockholders and the Companys Annual Report for the fiscal year ended December
31, 2014 are available at
http://www.uranerz.com/s/2015annualmeeting.asp.
By Order of the Board of Directors,
/s/ Mary Anne Tooke |
Mary Anne Tooke |
Legal Counsel & Corporate Secretary |
Uranerz Energy Corporation |
|
May 14, 2015 |
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TABLE OF CONTENTS
5
URANERZ ENERGY
CORPORATION |
1701 EAST E STREET P.O. BOX 50850 |
CASPER WYOMING USA 82605-0850 |
|
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
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To Be Held
June 29, 2015 |
Unless the context requires otherwise, references in this Proxy
Statement to Uranerz Energy, Uranerz, the
Company, we, us or
our refer to Uranerz Energy Corporation.
The Annual Meeting of Stockholders of Uranerz Energy (the
Annual Meeting) will be held at the Casper Petroleum Club, 1301
Wilkins Circle, Casper, Wyoming, U.S.A., 82601 on Monday, June 29, 2015, at 9:00
a.m. Mountain Daylight Time (MDT).
We are providing the enclosed proxy materials and form of proxy
(the Proxy Statement) in connection with the solicitation by the
Companys Board of Directors (the Board) of proxies for this
Annual Meeting. The Company anticipates that this Proxy Statement and the form
of proxy will first be mailed to holders of the Companys shares of common stock
(the Companys shares of common stock will be referred to as
shares and the whole class of common stock referred to as
the common stock) on or about May 21, 2015. A notice of the
availability of this Proxy Statement and the form of proxy will first be mailed
to holders of the Companys common stock on or about this date.
You are invited to attend the Annual Meeting at the above
stated time and location. If you plan to attend and your shares are held in
street name in an account with a bank, broker or other nominee you must
obtain a proxy issued in your name from such broker, bank or other nominee.
You can vote your shares by completing and returning the proxy
card or, if you hold shares in street name, by completing the voting form
provided by the broker, bank or other nominee.
A returned signed proxy card without an indication of how
shares should be voted will be voted FOR the election of
all nominees and FOR the ratification of the appointment
of the Companys independent registered public accounting firm, as disclosed in
this Proxy Statement.
Our corporate bylaws define a quorum as one-third of the voting
power of the issued and outstanding voting stock present in person or by proxy.
The Companys Articles of Incorporation do not allow cumulative voting for
directors. The nominees who receive the most votes will be elected. An
affirmative vote of a simple majority of the shares present, whether in person
or by proxy, is required to ratify the appointment of the Companys independent
registered public accounting firm.
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QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS AND VOTING
Why am I receiving this Proxy Statement and proxy card?
You are receiving this Proxy Statement and proxy card because
you were a stockholder of record at the close of business on May 1, 2015 and are
entitled to vote at the Annual Meeting. This Proxy Statement describes issues on
which the Company would like you, as a stockholder, to vote. It provides
information on these issues so that you can make an informed decision. You do
not need to attend the Annual Meeting to vote your shares.
When you sign the proxy card you appoint Glenn Catchpole, Chief
Executive Officer of the Company, and Dennis Higgs, Executive Chairman of the
Board of the Company, as your representatives at the Annual Meeting. As your
representatives, they will vote your shares at the Annual Meeting (or any
adjournments or postponements) in accordance with your instructions on your
proxy card. With proxy voting, your shares will be voted whether or not you
attend the Annual Meeting. Even if you plan to attend the Annual Meeting, it is
a good idea to complete, sign and return your proxy card in advance of the
Annual Meeting just in case you change your plans.
If an issue comes up for vote at the Annual Meeting (or any
adjournments or postponements) that is not described in this Proxy Statement,
your representatives will vote your shares, under your proxy, in their
discretion, subject to any limitations imposed by law.
When is the record date?
The Board has fixed May 1, 2015 as the record date for the
Annual Meeting. Only holders of the Companys common stock as of the close of
business on that date will be entitled to vote at the Annual Meeting.
How many shares are outstanding?
As of May 1, 2015, the Company had 95,912,806 shares of common
stock issued and outstanding. The Companys common stock is the only outstanding
voting security of the Company.
What am I voting on?
You are being asked to vote on the following:
- the election of the seven (7) nominees to the Companys Board to serve
until the Companys 2016 Annual Meeting of stockholders or until successors
are duly elected and qualified. The following are nominees for election as
Directors: Glenn Catchpole, Dennis Higgs, Paul Goranson, Paul Saxton, Gerhard
Kirchner, Peter Bell and Arnold Dyck;
- the ratification of the appointment of the Companys independent
registered public accounting firm, Manning Elliott LLP, for the fiscal year
2015; and
- any other business that may properly come before the meeting.
How many votes do I get?
Each share is entitled to one vote. No cumulative rights are
authorized, and dissenters rights are not applicable to any of the matters
being voted upon.
The Board recommends a vote
FOR the election of all Directors and
FOR the ratification of the appointment of
the Companys independent registered public accounting firm, as disclosed in
this Proxy Statement.
How do I vote?
You have several voting options. You may vote by:
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- signing your proxy card and mailing it in the enclosed, prepaid and
addressed envelope;
- signing and faxing your proxy card to our transfer agent, Corporate Stock
Transfer, for proxy voting, to the fax number provided on the proxy card;
- voting over the internet by following the procedures provided on the proxy
card; or
- attending the Annual Meeting and voting in person.
If your shares are held in an account with a brokerage firm,
bank, dealer, or other similar organization, then you are the beneficial owner
of shares held in street name and these proxy materials are being forwarded to
you by that organization. The organization holding your account is considered
the stockholder of record for purposes of voting at the Annual Meeting. As a
beneficial owner, you have the right to direct your broker, bank or other
nominee on how to vote the shares in your account. You are also invited to
attend the Annual Meeting. However, since you are not the stockholder of record,
you may not vote your shares in person at the Annual Meeting unless you request
and obtain a valid proxy card from your broker, bank, or other nominee.
Can stockholders vote in person at the Annual Meeting?
The Company will pass out written ballots to anyone who wants
to vote at the Annual Meeting. If you hold your shares through a brokerage
account but do not have a physical share certificate, or the shares are
registered in someone elses name, you must request a legal proxy from your
stockbroker or the registered owner to vote at the meeting.
What if I share an address with another stockholder and we
received only one copy of the proxy materials? If certain requirements are
met under relevant U.S. securities law, including in some circumstances the
stockholders prior written consent, we are permitted to deliver one annual
report and one proxy statement to a group of stockholders who share the same
address. If you share an address with another stockholder and have received only
one copy of the proxy materials, but desire another copy, please send a written
request to our offices at the address below or call us at (604) 678-4454 to
request another copy of the proxy materials. Please note that each stockholder
should receive a separate proxy card to vote the shares they own.
Send requests to:
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Uranerz Energy Corporation |
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Suite 1410 800 West Pender Street |
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Vancouver, B.C., Canada V6C 2V6 |
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Attention: Derek Iwanaka, Manager, Investor
Relations |
What if I change my mind after I return my proxy?
You may revoke your proxy and change your vote at any time
before the polls close at the Annual Meeting. You may do this by:
-
signing another proxy with a later date and mailing it to the attention of:
Jason K. Brenkert, Inspector of Elections, at 1400 Wewatta Street, Suite 400,
Denver, Colorado, 80202, U.S.A., so long as it is received prior to 12:00 p.m.
MDT on June 26, 2015;
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voting in person at the Annual Meeting; or
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giving written notice of the revocation of your proxy to the Companys
Legal Counsel & Corporate Secretary, Mary Anne Tooke, at Uranerz Energy
Corporation, 1701 East E Street, Casper, Wyoming, 82601, U.S.A., prior to
12:00 p.m. MDT on June 26, 2015.
8
Beneficial stockholders should refer to the instructions
received from their broker, bank or intermediary or the registered holder of the
shares if they wish to change their vote.
How many votes do you need to hold the meeting?
To conduct the Annual Meeting, the Company must have a quorum,
which means that one-third of the outstanding voting shares of the Company as of
the record date must be present at the Annual Meeting. The common stock is the
only outstanding voting stock of the Company. Based on 95,912,806 shares
outstanding as of the record date of May 1, 2015, 31,970,935 shares must be
present in person or by proxy for the quorum to be reached. Your shares will be
counted as present at the Annual Meeting if you:
What if I abstain from voting?
Abstentions with respect to a proposal are counted for the
purposes of establishing a quorum. Since the Companys bylaws state that matters
presented at a meeting of the stockholders must be approved by the majority of
the voting power of the voting shares present at the meeting, a properly
executed proxy card marked ABSTAIN with respect to a
proposal will have the same effect as voting AGAINST that
proposal. However, as described below, election of directors is by a plurality
of the votes cast at the meeting. A properly executed proxy card marked
WITHHELD with respect to the election of directors will
not be voted and will not count FOR any of the
nominees for which the vote was withheld.
What effect does a broker non-vote have?
Brokers and other intermediaries holding shares in street name
for their customers are generally required to vote the shares in the manner
directed by their customers. If their customers do not give any direction,
brokers may vote the shares on routine matters, but not on non-routine matters.
Since the election of directors under this Proxy Statement is uncontested, the
election of directors is considered a non-routine matter and brokers are not
permitted to vote shares held in street name for their customers in relation to
this item of business. The ratification of the appointment of the Companys
independent registered public accounting firm for the fiscal year of 2015 is
considered a routine matter and brokers will be permitted to vote shares held in
street name for their customers.
The absence of a vote on a non-routine matter is referred to as
a broker non-vote. Any shares represented at the Annual Meeting but not voted
(whether by abstention, broker non-vote or otherwise) will have no impact in the
election of directors, except to the extent that the failure to vote for an
individual results in another individual receiving a larger proportion of votes
cast for the election of directors. Any shares represented at the Annual Meeting
but not voted (whether by abstention, broker non-vote or otherwise) with respect
to the proposal to ratify the appointment of the independent registered public
accountant will have the same effect as a vote against such proposal.
How many votes are needed to elect directors?
The nominees for election as directors at the Annual Meeting
will be elected by a plurality of the votes cast at the meeting. A properly
executed proxy card marked WITHHELD with respect to the
election of directors will not be voted and will not count
FOR or AGAINST any of the nominees.
9
How many votes are needed to ratify the appointment of the
independent registered public accountant Manning Elliott LLP?
The ratification of the appointment of the independent
registered public accountant Manning Elliott LLP will be approved if a majority
of the voting power of the voting shares present at the meeting votes
FOR the proposal. A properly executed proxy card marked
ABSTAIN with respect to this proposal will have the same
effect as voting AGAINST this proposal.
Will my shares be voted if I do not sign and return my Proxy
Card?
If your shares are held through a brokerage account, your
brokerage firm, under certain circumstances and subject to certain legal
restrictions, may vote your shares, otherwise your shares will not be voted at
the meeting. See What effect does a broker non-vote have? above for a
discussion of the matters on which your brokerage firm may vote your shares.
If your shares are registered in your name and you do not sign
and return your proxy card, your shares will not be voted at the Annual Meeting.
Where can I find the voting results of the meeting?
Within four (4) business days of the Annual Meeting, the
Company will file a current report on Form 8-K with the United States Securities
and Exchange Commission (the SEC) announcing the voting results
of the Annual Meeting.
Who will pay for the costs of soliciting proxies?
The Company will bear the cost of soliciting proxies. In an
effort to have as large a representation at the meeting as possible, the
Companys directors, officers and employees may solicit proxies by telephone or
in person in certain circumstances. These individuals will receive no additional
compensation for their services other than their regular compensation. Upon
request, the Company will reimburse brokers, dealers, banks, voting trustees and
their nominees who are holders of record of the Companys Common Stock on the
record date for the reasonable expenses incurred in mailing copies of the proxy
materials to the beneficial owners of such shares.
When are stockholder proposals due for the 2016 Annual
Meeting of stockholders?
In order to be considered for inclusion in next years 2016
proxy statement, stockholder proposals must be submitted in writing to the
Companys Legal Counsel & Corporate Secretary, Mary Anne Tooke, at Uranerz
Energy Corporation, 1701 East E St., Casper, Wyoming, 82601, U.S.A., and
received no later than January 1, 2016, provided that this date may be changed
in the event that the date of the Annual Meeting of stockholders to be held in
calendar year 2016 is changed by more than 30 days from the date of the Annual
Meeting of stockholders to be held in calendar year 2015. Such proposals must
also comply with the requirements as to form and substance established by the
SEC if such proposals are to be included in our proxy statement and form of
proxy.
Similarly, stockholder proposals not submitted for inclusion in
the proxy statement and received after April 6, 2016 will be considered untimely
pursuant to Rule 14a-5(e)(2) of the Securities Exchange Act of 1934, as amended
(the Exchange Act) provided that this date may be changed in the
event that the date of the Annual Meeting of stockholders to be held in the
calendar year 2016 is changed by more than 30 days from the date of the Annual
Meeting of stockholders to be held in calendar year 2015.
How can I obtain a copy of the 2014 Annual Report on Form
10-K?
The Companys 2014 Annual Report on Form 10-K, including
financial statements, is available through the SECs website at
www.sec.gov.
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At the written request of any stockholder who owns shares on
the record date, the Company will provide to such stockholder, without charge, a
paper copy of the Companys 2014 Annual Report on Form 10-K as filed with the
SEC, including the financial statements, but not including exhibits. If
requested, the Company will provide copies of the exhibits for a reasonable fee.
Requests for additional paper copies of the 2014 Annual Report
on Form 10-K should be mailed to:
Uranerz Energy Corporation
Suite 1410 800 West Pender
Street
Vancouver, B.C., Canada V6C 2V6
Attention: Derek Iwanaka,
Manager, Investor Relations
What materials accompany or are attached to this Proxy
Statement?
The following materials accompany this Proxy Statement:
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1. |
Form of proxy card; and |
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2. |
The Companys Annual Report on Form
10-K. |
Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting
Under rules adopted by the SEC, we are now furnishing proxy
materials on the internet in addition to mailing paper copies of the materials
to each stockholder of record. Instructions on how to access and review the
proxy materials on the internet can be found on the proxy card or voting
instruction form sent to stockholders of record. The 2014 Annual Report
and this Proxy Statement can be accessed on the Companys website at
www.uranerz.com/s/2015annualmeeting.asp. Directions for attending the Annual
Meeting can also be found at this website.
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PROPOSAL 1 ELECTION OF DIRECTORS
QUESTIONS AND ANSWERS
What is the current composition of the Board?
The current Board is composed of seven directors. The Companys
current bylaws require the Board to have at least one and not more than twelve
directors.
Is the Board divided into classes? How long is the term?
No, the Board is not divided into classes. All directors serve
one-year terms until the next Annual Meeting of stockholders or until their
successors are otherwise duly elected and qualified.
Who is standing for election this year?
The Board has nominated the following seven current Board
members for election at the 2015 Annual Meeting, to hold office until the 2016
Annual Meeting:
- Glenn Catchpole
- Dennis Higgs
- Paul Goranson
- Paul Saxton
- Gerhard Kirchner
- Peter Bell
- Arnold Dyck
How are nominees elected?
Directors are elected by a plurality of the votes present in
person or represented by proxy and entitled to vote at the meeting.
The Board recommends a vote FOR each
of the nominees. All proxies executed and returned without an indication as to
how shares should be voted will be voted FOR the election
of all nominees.
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INFORMATION ON THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect
to our current directors, director nominees and named executive officers. The
term for each director expires at our next Annual Meeting or until his or her
successor is appointed. The ages of the directors and executive officers are
shown as of March 1, 2015.
Name
|
Current Office
with Company |
Principal Occupation
|
Director/Officer
Since |
Age
|
Glenn Catchpole
|
Chief Executive Officer; Director
|
Chief Executive Officer of Uranerz Energy
Corporation |
March 1, 2005
|
71
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Dennis Higgs
|
Executive Chairman; Director
|
Executive Chairman of the Board
of Uranerz Energy Corporation |
May 26, 1999
|
57
|
Paul Goranson
|
President & Chief Operating Officer; Director |
President & Chief Operating Officer of Uranerz Energy Corporation |
December 2, 2013
|
53
|
Paul Saxton*
|
Director
|
President of Lincoln Mining Corporation; President & CEO of Golden Band Resources Inc. |
October 26, 2004
|
68
|
Gerhard Kirchner* |
Director |
Retired |
March 13, 2005 |
84 |
Peter Bell*
|
Director
|
President of Ezon Healthtech Corporation |
May 10, 2006
|
80
|
Arnold J. Dyck* |
Director |
Retired |
May 23, 2006 |
74 |
Benjamin Leboe
|
Senior Vice President, Finance
& Chief Financial Officer
|
Senior Vice President, Finance
& Chief Financial Officer of Uranerz Energy Corporation |
May 23, 2006
|
69
|
* Indicates that the director is independent in accordance
with Section 803A of the NYSE MKT Company Guide.
The following is a description of the business background of
the current directors, director nominees and executive officers of the Company.
Mr. Glenn Catchpole was appointed to the Board and
became our President and Chief Executive Officer on March 1, 2005. Mr. Catchpole
resigned as President of Uranerz on December 2, 2013 upon the appointment of Mr.
Goranson as President & Chief Operation Officer. Mr. Catchpole retained his
position as Chief Executive Officer. Mr. Catchpole is a licensed engineer with a
B.S. degree in Mechanical Engineering from the University of Wyoming and an M.S.
degree in Civil Engineering from Colorado State University. He has been active
in the uranium solution mining industry since 1978, holding various positions
including wellfield engineer, project manager, general manager and managing
director of several uranium solution mining operations.
In 1988 Mr. Catchpole joined Uranerz U.S.A. Inc. and Uranerz
Exploration and Mining and became Director of Regulatory Affairs, Environmental
Engineering and Solution Mining. Mr. Catchpoles responsibilities included the
monitoring and oversight of the environmental and regulatory aspects of two
large uranium mines in Canada and the operational aspects of one uranium
solution mine in the United States. In 1996 Mr. Catchpole was appointed General
Manager and Managing Director of the Inkai uranium solution
mining project located in the Republic of Kazakhstan (Central Asia). In 1998
Cameco Corporation acquired Uranerz U.S.A. Inc., and Mr. Catchpole continued his
post at the Inkai Project for Cameco. Mr. Catchpole spent six years taking the
Inkai project from acquisition through feasibility study, joint venture
formulation, government licensing, environmental permitting, design,
construction and the first phase start-up.
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Following his departure from Cameco in 2002, Mr. Catchpole was
an independent consulting engineer providing project management to the oil and
gas, mining, and construction industries. Mr. Catchpole is experienced in all
phases of project development including environmental permitting, budgeting,
scheduling, procurement, and construction of infrastructure and mining
facilities. He has served on numerous mineral evaluation and due diligence
teams.
Mr. Dennis Higgs is Executive Chairman of the Board. Mr.
Higgs was appointed to the Board as President and Chief Executive Officer on May
26, 1999, and resigned as President and Chief Executive Officer on March 1,
2005. Mr. Higgs became Executive Chairman of our Board on February 1, 2006.
Mr. Higgs has been involved in the financial and venture
capital markets in the United States, Canada and Europe for over thirty years.
He founded his first junior exploration company in 1983 and took it public
through an initial public offering in 1984. Since then, Mr. Higgs has been
involved in the founding, financing, initial public listing, and building of
several companies. Mr. Higgs was directly involved with the founding and initial
public offering of Arizona Star Resource Corp. and the listing and financing of
BioSource International Inc.
Mr. Higgs holds a Bachelor of Commerce degree from the
University of British Columbia.
Mr. Paul Goranson is President and Chief Operating
Officer and was appointed to the Board on December 2, 2013.
Mr. Goranson is a licensed engineer with a B.S. degree in
Natural Gas Engineering from Texas A&M University and an M.S. in
Environmental Engineering from Texas A&M University Kingsville. Mr.
Goranson has over twenty-seven years of mining, processing and regulatory
experience in the uranium extraction industry that includes both conventional
and in-situ recovery mining. Most recently Mr. Goranson was President of Cameco
Resources, a wholly-owned U.S. subsidiary of Cameco Corporation, which is one of
the world's largest uranium mining companies. Mr. Goranson was responsible for
executing the "Double U" growth strategy for Cameco's U.S. operations, including
developing production expansion projects such as the North Butte ISR uranium
recovery facility and the refurbishment of the Highland Central Processing
Plant. While President of Cameco Resources, Mr. Goranson's responsibilities
included executive leadership for the operations at the Smith Ranch-Highland,
Crow Butte and North Butte ISR uranium recovery facilities.
Prior to Cameco Resources, Mr. Goranson was Vice President of
Mesteña Uranium LLC where he led the construction, startup and operation of the
Alta Mesa project that achieved over one million pounds of uranium extraction
per year under his stewardship. At Mesteña his responsibilities included
marketing uranium where he negotiated long term uranium supply contracts with
nuclear utilities as well as spot uranium sales. Prior to Mesteña, Mr. Goranson
was the manager for radiation safety, regulatory compliance and licensing with
Rio Algom Mining LLC, a division of BHP Billiton.
Mr. Paul Saxton was appointed to the Board on October
26, 2004. Mr. Saxton is a mining engineer who also holds an MBA from the
University of Western Ontario. He has been active in the mining industry since
1969, holding various positions including mining engineer, mine superintendent,
president and chief executive officer of numerous Canadian mining companies.
Following ten years with Cominco, Mr. Saxton became Vice
President and subsequently President of Mascot Gold Mines Ltd., initially
working on the design and construction of the Nickel Plate mine in British
Columbia, Canada. Subsequently, Mr. Saxton became a Vice President of Corona
Corporation where he was responsible for western operations and exploration and
was instrumental in the re-opening of the Nickel Plate Mine. In 1989, Mr. Saxton
was appointed Senior Vice President of Viceroy Resource Corporation where he was
responsible for helping to obtain financing and the construction and operations
of the Castle Mountain mine in California. In 1994, Mr. Saxton was appointed
President of Loki Gold Corporation and Baja Gold Inc. where he was responsible
for arranging over $45 million in mine financing and bringing the Brewery Creek Gold
mine into production. Loki Gold, Baja Gold and Viceroy merged in 1996 and Mr.
Saxton was named President of the new entity.
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Following his departure from Viceroy in 1999, Mr. Saxton became
president of Standard Mining Corp., organizing the company and supervising its
exploration activities until 2001 when Standard Mining Corp. was merged with
Doublestar Resources Ltd. In March 2004, Mr. Saxton was appointed as a director
and President of Lincoln Gold Corporation, a company engaged in mineral
exploration in Mexico and in the States of California and Nevada.
Mr. Saxton is also President and CEO of Golden Band Resources
Inc., a gold exploration and development company based in Saskatchewan, Canada.
Mr. Saxton chairs the Companys Corporate Governance &
Nominating Committee and is a member of the Compensation Committee and the
Special Committee.
Dr. Gerhard Kirchner was appointed to the Board March
13, 2005. Dr. Kirchner has 40 years of international mine development and
management experience including 20 years with Uranerz Exploration and Mining
Ltd. He received a multidisciplinary education in mining engineering and
economic geology, and a Doctorate in Mining Sciences from the University of
Leoben, Austria.
At Uranerz Exploration and Mining Ltd., Dr. Kirchner spent nine
years as General Manager and eleven years as Senior Vice President. He and his
team were responsible for the Key Lake uranium discovery, and the acquisition,
engineering and development of projects such as the Midwest uranium deposit,
Eagle Point North uranium deposit, Star Lake gold deposit and the Crow Butte ISL
uranium deposit.
Previous to his work with Uranerz, Dr. Kirchner spent six years
designing, developing and managing the Kamoto Mine in Kolwezi, Zaire; four years
consulting on mining and civil engineering projects in several countries
including Surinam, Nigeria and Congo; and five years as a mine superintendent
and exploration manager in Greenland where he discovered the Molybdenum Porphyry
Erzberg. Dr. Kirchner also spent three years as a project engineer on dams in
Austria and Japan, and on road projects in Saudi Arabia.
From 2005 to 2013, Dr. Kirchner was a member of the advisory
board of Mindoro Resources Limited, a public company whose shares are listed on
the TSX Venture Exchange and the Frankfurt Exchange. Dr. Kirchner was a member
of the Board of Directors of Mindoro Resources Limited from 1995 through 2005,
and served as its Chairman from 2002 to 2005. Dr. Kirchner is a member of the
Companys Audit, Compensation, Corporate Governance & Nominating, and
Special Committees.
Mr. Peter Bell was appointed to the Board on May 10,
2006. Mr. Peter Bell practiced as a licensed pharmacist before becoming a
business consultant and a director of a number of private and public companies.
Mr. Bell has been a director of Current Technology Corporation since 1992 and a
director and the President of Ezon Healthcare Corporation since 1997, companies
in the health and wellness and pharmaceutical fields.
Mr. Bell has provided a wide range of consulting services to
businesses and health care companies and organizations, including: sales
management and reorganization of sales force; regional market development and
marketing strategy; medical opinion surveys and market analysis; medical device
product market development; business immigration program presentations;
management studies in healthcare organizations; development and growth of public
corporations and reverse takeovers in public companies.
Mr. Bell holds a Bachelor of Science Degree in Pharmacy from
the University of Manitoba and a Master in Business Administration from the
University of Western Ontario.
Mr. Bell chairs the Companys Compensation Committee and is a
member of the Audit and Corporate Governance & Nominating Committees.
15
Mr. Arnold Dyck was appointed to the Board on May 10,
2006. Mr. Dyck was employed at Uranerz Exploration and Mining Limited from 1977
to 1998. Mr. Dyck progressed through various positions with Uranerz Canada
Limited, Uranerz Exploration and Mining Limited, and Uranerz U.S.A. Inc. to
become the Senior Vice President and Chief Financial Officer for the Uranerz
group of companies. He also served as a member of the Board of Directors for
Uranerz U.S.A. Inc. and as chairman of the board of directors of a subsidiary
mining company.
Prior to his employment with Uranerz Exploration and Mining
Limited, Mr. Dyck was employed with and responsible for the accounting, finance
and corporate secretarial functions for a three year period during the initial
development of a food and feed scientific research and development pilot
facility with government, university and corporate joint ownership. For the five
years prior to this Mr. Dyck fulfilled various executive positions in the
development of a new electronics manufacturing operation.
Mr. Dyck is a graduate of the Registered Industrial Accountant
education program and was awarded the designation of Certified Management
Accountant in 1975.
Mr. Dyck chairs the Companys Audit Committee and its Special
Committee and is a member of the Compensation and Corporate Governance &
Nominating Committees.
Mr. Benjamin Leboe was appointed as the Companys Chief
Financial Officer on May 23, 2006 and acted as our Corporate Secretary from
October 2006 to December 2007, from January 2009 to July 2009, and from June
2014 to October 2014. Mr. Leboe also serves as the Companys Ethics Officer,
Principal Accounting Officer and Senior Vice President of Finance. Mr. Leboe has
been Principal, Independent Management Consultants of British Columbia, since
1990. Prior to joining Uranerz he was a Senior Consultant, Management
Consulting, of the Business Development Bank of Canada from 2005 to 2006.
Previously, from 1995 to 2005 he was a director, Chief Financial Officer,
Principal Accounting Officer and Treasurer of numerous public companies in
Canada and the U.S.A. From 1991 to June 1995, he served as Chief Financial
Officer and Vice President of VECW Industries Ltd. He was a Partner of KPMG
Consulting and its predecessor firms from 1978 to 1990.
Mr. Leboe holds a Bachelor of Commerce and Business
Administration, Finance and Accounting, from the University of British Columbia.
He is a Chartered Professional Accountant (CPA, CA) and Certified Management
Consultant in Canada.
Arrangements between Officers and Directors
To our knowledge, there is no arrangement or understanding
between any of our executive officers and any other person, including directors,
pursuant to which the executive officer or director was selected to serve as an
executive officer or director.
Family Relationships
None of our directors or executive officers is related by
blood, marriage, or adoption to any other director or executive officer.
Other Directorships
None of our directors or director nominees are also directors
of issuers with a class of securities registered under Section 12 of the
United States Securities Exchange Act of 1934, as amended, (the
Exchange Act) (or subject to the requirements of Section 15(d)
of the Exchange Act or any company required to be registered as an investment
company under the Investment Company Act of 1940, as amended).
16
Legal Proceedings
Since the announcement of the Transaction (as defined in
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters, below) on January 5, 2015, a number of putative
shareholder class action complaints have been filed against Uranerz, our Board
of Directors, Energy Fuels, Inc. and EFR Nevada Corp. in the District Court,
Clark County, Nevada and the District Court, Washoe County, Nevada, by purported
Uranerz shareholders challenging the Transaction and seeking, among other
things, damages, attorneys' and experts' fees and injunctive relief concerning
the alleged breaches of fiduciary duty and to prohibit the defendants from
consummating the Transaction.
On January 6, 2015, January 9, 2015, January 13, 2015, January
14, 2015, January 15, 2015, January 15, 2015, January 16, 2015, January 20, 2015
January 21, 2015, and February 9, 2015, ten putative class action complaints
captioned
William Barrett v. Uranerz Energy Corp. et al., Case No.
A-15-711942-C; Eric Foreman v. Uranerz Energy Corp. et al., Case
No. A-15-712125-C; Chester Travirca v. Uranerz Energy Corp. et al.,
Case No. A-15-712318-C; Frances Heims v. Uranerz Energy Corp. et al.,
Case No. A-15-712379-C; Howard H. Bouch v. Uranerz Energy Corp. et
al., Case No. A-15-712441-B; Harry Toderash v. Dennis Higgs et
al., Case No. A-15-712433-C; Bernard Stern v. Uranerz Energy Corp.
et al., Case No. Case No. A-15-712618-B; David R. Lang v. Uranerz
Energy Corp. et al., Case No. CV15-00115, Richard Herman Zimmer v.
Uranerz Energy Corp. et al., Case No. A-15-712718-B and Gerald Lee
Prewitt v. Uranerz Energy Corp. et al., Case No. A-15-713683-C, respectively,
were filed on behalf of an alleged class of Uranerz stockholders in the District
Court, Clark County, Nevada (except for the Lang action, which was filed
in the District Court, Washoe County, Nevada). The complaints name as defendants
Uranerz (except for the Toderasch action, which does not name Uranerz),
all members of our Board of Directors, Energy Fuels, Inc., and EFR Nevada Corp
(except for the Foreman action, which does not name EFR Nevada Corp.).
Each of the complaints alleges that the members of our Board of Directors
breached their fiduciary duties to our stockholders in connection with the
Transaction and that Uranerz, Energy Fuels, Inc. and EFR Nevada Corp. aided and
abetted the Directors alleged breaches of fiduciary duties. Plaintiffs claim
that the Transaction is proposed at an unfair price and involves an inadequate
and unfair sales process, self-dealing, and unreasonable deal-protection
devices. The complaints seek injunctive relief, including to enjoin or rescind
the Transaction, damages, and an award of unspecified attorneys and other fees
and costs, in addition to other relief. We believe that the claims asserted in
the complaints have no merit, and we and all of the members of the Board of
Directors intend to defend vigorously against them.
The Company is not aware of any other material legal
proceedings to which any director, officer or affiliate of the Company, or any
owner of record or beneficially of more than five percent of the common stock of
the Company, or any associate of any director, officer, affiliate of the
Company, or security holder is a party adverse to the Company or any of its
subsidiaries or has a material interest adverse to the Company or any of its
subsidiaries.
The Company is not aware of any of its directors or officers
being involved in any legal proceedings in the past ten years relating to any
matters in bankruptcy, insolvency, criminal proceedings (other than traffic and
other minor offenses) or being subject to any of the items set forth under Item
401(f) of Regulation S-K.
Director Qualification and Background
The Companys Corporate Governance & Nominating Committee
identifies candidates for nomination to the Board. The Company does not have a
formal policy with respect to evaluation of nominees, but it has been the
Companys practice to seek to compose a Board which brings a full complement of
skills and attributes and experience to the Board and in this respect the
Company looks for a diverse range of attributes and qualifications among its
Board candidates. These include: financial acumen, previous public company
governance experience, experience in the uranium industry, sound business
experience, government relations experience, investor relations experience,
sales and marketing experience, ISR mining experience, and knowledge of the
nuclear power industry. Each candidate is not expected to possess all of these
attributes, but rather the Corporate Governance & Nominating committee
seeks to nominate a group which, in the aggregate, is comprised of individuals
who contribute the full range of such experience and qualifications.
Additionally, each nominee is expected to display a commitment to good
governance and the protection of stockholder interests, demonstrated leadership
skills, and effective communication skills. Nominees who have previously served
as directors of the Company are also evaluated on the basis of their attendance
record and their dedication to fulfillment of their responsibilities as a
director of the Company.
17
In developing its recommendation as to the nominees to the
Board for 2015, the Corporate Governance & Nominating Committee concluded
that the proposed nominees should each serve as a director based on the
following particular experience, qualifications and attributes of each director:
Mr. Glenn Catchpole is recommended as a nominee to the
Board because of the following particular qualifications: extensive experience
in the uranium industry; extensive government relations experience; proven
business acumen; proven leadership abilities; strong interpersonal skills; a
demonstrated ability to manage personnel; and a proven ability to take projects
from exploration stage through production start-up.
Mr. Dennis Higgs is recommended as a nominee to the
Board because of the following particular qualifications: significant experience
in the raising of capital in the public markets; proven experience in forming
companies and taking them from start-up to viability; significant experience in
acquisitions and financings; experience in the mining industry and previous
experience as a director of a public company; understanding of United States and
Canadian securities laws and regulations; demonstrated leadership and
interpersonal skills; and strong presentation and communication skills.
Mr. Paul Goranson is recommended as a nominee to the
Board because of the following particular qualifications: extensive experience
in the uranium industry; extensive experience in managing ISR uranium mines from
greenfield exploration to commercial production; demonstrated ability to manage
projects and personnel; demonstrated experience in government relations; held in
high regard within the industry; proven leadership and management skills; and
strong interpersonal skills.
Mr. Paul Saxton is recommended as a nominee to the Board
because of the following particular qualifications and attributes: Mr. Saxton is
a professional engineer with extensive experience in the mining industry,
including working as a mine superintendent and a chief executive officer of a
number of Canadian mining companies. Mr. Saxton has considerable previous public
company director experience and experience raising capital in the public
markets.
Dr. Gerhard Kirchner is recommended as a nominee to the
Board because of the following particular qualifications and attributes: over 30
years of mine development and management experience, 20 of which have been in
the uranium industry. Dr. Kirchner also has previous public company board
experience, considerable investor relations experience and knowledge; his
consultancy experience includes advising on mining and engineering projects
worldwide.
Mr. Peter Bell is recommended as a nominee to the Board
because of the following particular qualifications and attributes: Mr. Bell has
considerable experience as a director of both public and private companies and
professional organizations. Mr. Bell has broad business experience including
having provided a broad range of consulting services to businesses in respect of
marketing and sales efforts, business growth and development.
Mr. Arnold Dyck is recommended as a nominee to the Board
because of the following particular qualifications and attributes: Mr. Dyck is a
Certified Management Accountant and is qualified as a financial expert as
defined for Audit Committee purposes by applicable securities legislation. Mr.
Dyck is knowledgeable in best audit committee practices and has previously
served on the boards of directors of subsidiary companies of public companies.
Mr. Dycks management and professional experience includes working within the
uranium mining industry for the original Uranerz group of companies in a
professional capacity and ultimately as a member of the board of directors of
certain companies within that group.
The Corporate Governance & Nominating Committee also
evaluates each candidate in respect of whether their personal and professional
schedules allow them to dedicate sufficient time to governance of the Company
and in each case the above nominees have demonstrated consistent conscientiousness
in devoting their time and energies to the affairs of the Company.
18
CORPORATE GOVERNANCE
We believe that effective corporate governance is critical to
our long-term success and our ability to create value for our stockholders. We
regularly review our corporate governance practices, monitor emerging
developments in corporate governance and update our policies and procedures when
our Board determines that it would benefit the Company and our stockholders to
do so. We also monitor our corporate governance policies and practices to
maintain compliance with the provisions of the Sarbanes-Oxley Act of 2002, the
SEC rules, the corporate governance standards of the NYSE MKT (the NYSE MKT
Standards) and applicable Canadian requirements. Each of the Boards
standing Committees reviews its charter not less than annually. During 2014 each
of the standing Committees updated its respective charter to ensure consistency
with NYSE MKT Standards and Canadian requirements as well as the Companys
current practices and policies.
We maintain a corporate governance page on our website that
includes: our Corporate Governance Guidelines, our Code of Business Conduct and
Ethics and the charters for the Audit, Corporate Governance & Nominating and
Compensation Committees of our Board, all of which can be found at
www.uranerz.com by clicking on Corporate Governance under the heading
About Us. Reference to our website is provided herein for informational
purposes only and no content on our website is incorporated herein by reference
or otherwise forms a part of this Proxy Statement, unless otherwise stated
herein.
BOARD OF DIRECTORS CONSTITUTION
The Companys current bylaws require the Board to have at least
one and no more than twelve directors. The current Board is composed of seven
directors. A Board of seven directors is being proposed for 2015.
Director Independence
We had seven Directors at December 31, 2014, including four
independent Directors, as follows:
- Glenn Catchpole
- Dennis Higgs
- Paul Goranson
- Paul Saxton, independent
- Gerhard Kirchner, independent
- Peter Bell, independent
- Arnold Dyck, independent
Consistent with NYSE MKT Standards, the Board assesses the
independence of its members not less than annually. The Board applies the
requirements for independence set out in Rule 803A of the NYSE MKT Company Guide
and considers all relevant facts and circumstances in making its assessment.
The Companys Code of Business Conduct and Ethics specifically
addresses conflict of interest situations involving directors. Pursuant to our
Code of Business Conduct and Ethics, all directors are required to act in the
best interests of the Company and to avoid conflicts of interest.
With the assistance of the Corporate Governance &
Nominating Committee, the Board has considered the relationship of the Company
to each of the nominees for election by the stockholders at the Companys 2015
Annual Meeting and has determined that four of the seven nominees for election
as directors at the Annual Meeting are independent (Messrs. Saxton, Bell and Dyck and Dr. Kirchner). The three nominees who
are not independent (Messrs. Catchpole, Higgs and Goranson) are executive
officers of the Company and members of management.
19
MEETINGS OF THE BOARD AND BOARD MEMBER ATTENDANCE AT ANNUAL
MEETING
Action by the Board of Directors or committees of the Board may
be taken at in-person meetings, at meetings held by conference call, or by
unanimous written consent. During the fiscal year ended December 31, 2014, the
Board held 7 meetings in-person or by teleconference. The 2014 attendance record
of Board members was 100%. At each of its regular in-person Board meetings the
Board holds sessions at which the independent directors meet in the absence of
management directors.
Board members are not required, but are expected to make every
effort, to attend the Annual Meeting of stockholders. All of the then sitting
directors attended last years Annual Meeting.
COMMUNICATIONS TO THE BOARD
Stockholders may communicate directly with members of the
Board, or the Board as a group, by writing directly to the individual Board
member or the Board, c/o Derek Iwanaka, Manager, Investor Relations, at Uranerz
Energy Corporation, Suite 1410 800 West Pender Street, Vancouver, B.C., Canada
V6C 2V6. The Companys Manager, Investor Relations will forward communications
directly to the appropriate Board member. If the correspondence is not addressed
to a particular member, the communication will be forwarded to a Board member to
bring to the attention of the Board. The Companys Manager, Investor Relations
will review all communications, and if requested by the stockholder or if the
matter relates to Company business, shall forward them to the appropriate Board
member(s).
BOARD LEADERSHIP STRUCTURE
The Board has reviewed our Companys current Board leadership
structure in light of the composition of the Board, the Companys size, the
nature and stage of the Companys business, the regulatory framework under which
the Company operates, the Companys stockholder base and other relevant factors.
Under the current Board leadership structure, the positions of Chairman of the
Board (the Executive Chairman) and Chief Executive Officer (the
Chief Executive Officer) are two separate and distinct
positions. The Board is of the view that this Board leadership structure is
appropriate for the Company. The Board noted the following factors in reaching
its determination:
- the Board operates efficiently and effectively under its current
structure;
- by virtue of their complimentary but distinct backgrounds and experience,
the senior executive functions within the Company are appropriately divided
between the two incumbents, as is the leadership of the Companys two
operational offices; the Chief Executive Officer oversees the Casper, Wyoming
office activities and the Executive Chairman oversees those of the Vancouver,
Canada office;
- the Chief Executive Officer and the Executive Chairman provide an
appropriate cross-check over one another in a manner which allows for
effective decision making; and
- the separation of the two functions improves management since both the
Chief Executive Officer and the Executive Chairman have direct communication
with independent directors, which facilitates information sharing with the
independent directors.
The Company does not have a lead independent director or
independent chairman. Given the size of the Board, the Board believes that the
presence of four independent directors out of the seven directors on the Board
is sufficient independent oversight of the Executive Chairman and Chief
Executive Officer. The independent directors work well together in the current
Board structure and the Board does not believe that selecting a lead independent
director is necessary to improve or enhance the Boards oversight role.
20
THE BOARD OF DIRECTORS ROLE IN RISK MANAGEMENT OVERSIGHT
The understanding, identification and management of risk are
essential elements for the successful management of the Company. Risk management
begins with management, which takes primary responsibility for risk
identification, mitigation and control. The Board as a whole regularly assesses
managements effectiveness in identifying and appropriately controlling risks.
Not less than semi-annually, management presents a report to the Board
summarizing its review and analysis of the Companys methods for identifying and
managing risks.
The Audit Committee also has oversight responsibility with
respect to the integrity of the Companys financial reporting process and
systems of internal control regarding finance and accounting, as well as its
financial statements. The Compensation Committee considers risks related to the
Companys compensation programs and succession planning. The Corporate
Governance & Nominating Committee considers risks related to the
independence and effective functioning of the Board.
In the event that a committee is allocated responsibility for
examining and analyzing a specific risk, such committee reports on the relevant
risk exposure during its regular reports to the entire Board to facilitate
proper risk oversight by the entire Board.
Based on a review of the nature of operations, we do not
believe that any personnel of the Company are incented to take excessive risks
that would likely have a material adverse effect on our operations.
BOARD COMMITTEES
Our Board has established three standing committees: an Audit
Committee, a Compensation Committee, and a Corporate Governance & Nominating
Committee, as well as the Marketing Committee and the Special Committee.
The information below sets out the current members of each of
Uranerz Board committees and summarizes the functions of each of the Board
committees in accordance with their charters.
Audit Committee
We have a standing Audit Committee, established in accordance
with Section 3(a)(58)(A) of the Exchange Act. The Audit Committees charter
complies with Rule 10A-3 of the Exchange Act and the requirements of the NYSE
MKT Company Guide. Our Audit Committee is comprised of three directors each of
whom, in the opinion of the Companys Board, is independent (in accordance with
Rule 10A-3 if the Exchange Act and the requirements of Section 803B of the NYSE
MKT Company Guide) and financially literate: Arnold Dyck (committee chair),
Peter Bell and Gerhard Kirchner. Mr. Arnold Dyck satisfies the requirement of a
financial expert as defined under Item 407(d)(5) of Regulation S-K and is, in
the opinion of the Companys Board, financially sophisticated as that term is
used in the NYSE MKT Company Guide.
Our Audit Committee monitors our audit and the preparation of
financial statements and all financial disclosure contained in our SEC filings.
Our Audit Committee appoints our external auditors, monitors their
qualifications and independence and determines the appropriate level of their
remuneration. The external auditors report directly to the Audit Committee. Our
Audit Committee has the authority to terminate our external auditors engagement
and approve in advance any services to be provided by the external auditors that
are not related to the audit.
The Committees charter requires the Committee to evaluate the
functioning of the Committee on an annual basis. The Committee also reviews its
charter annually.
21
During the fiscal year ended December 31, 2014, the Audit
Committee met 6 times. Mr. Dyck and Dr. Kirchner attended 6 meetings of the
Committee; Mr. Bell attended 5 Committee meetings. A copy of the Audit Committee
charter can be found on the Companys website at: www.uranerz.com.
Audit Committee Report
The Companys Audit Committee oversees the Companys financial
reporting process on behalf of the Board. The Audit Committee is comprised of
three members. Each member is independent as determined under Rule 10A-3 of
the Exchange Act and the rules of the NYSE MKT. The Audit Committee operates
under a written charter adopted by the Board.
The Committee assists the Board by overseeing the (1) integrity
of the Companys financial reporting and internal control, (2) independence and
performance of the Companys independent auditors, and (3) provides an avenue of
communication between management, the independent auditors, and the Board.
In the course of providing its oversight responsibilities
regarding the 2014 financial statements, the Committee reviewed the 2014 audited
financial statements, which appear in the 2014 Annual Report to Stockholders,
with management and the Companys independent auditors. The Committee reviewed
accounting principles, practices, and judgments as well as the adequacy and
clarity of the notes to the financial statements.
The Audit Committee reviewed the independence and performance
of the independent auditors who are responsible for expressing an opinion on the
conformity of those audited financial statements with accounting principles
generally accepted in the United States, and such other matters as required to
be communicated by the independent auditors in accordance with Statement of
Audit Standard 61, as superseded by Statement of Auditing Standard 114 the
Auditors Communication with Those Charged with Governance, as modified or
supplemented.
The Audit Committee reviews the independent auditors audit
plan, scope and timing, not less than annually. The Audit Committee has received
the written disclosures and the letter from the independent auditors required by
applicable standards of the Public Company Accounting Oversight Board for
independent auditor communications with audit committees concerning independence
as may be modified or supplemented, concerning its independence as required
under applicable standards for auditors of public companies.
In reliance on the reviews and discussions referred to above,
the Audit Committee recommended to the Board, and the Board has approved, that
the audited financial statements be included in the Annual Report to the SEC on
Form 10-K for the year ended December 31, 2014. The Committee and the Board have
also recommended the selection of Manning Elliott LLP as independent auditors
for the Company for the fiscal year 2015.
Submitted by the Audit Committee Members
Arnold Dyck, Chairman
Peter Bell
Gerhard Kirchner
22
Compensation Committee
We have a standing Compensation Committee currently comprised
of four directors all of whom, in the opinion of the Companys Board, are
independent (under Section 803A and Section 805(c)(1) of the NYSE MKT Company
Guide): Peter Bell (committee Chair), Arnold Dyck, Gerhard Kirchner and Paul
Saxton. We have a Compensation Committee charter that complies with the
requirements of the NYSE MKT. Our Compensation Committee is responsible for
considering and authorizing terms of employment and compensation of executive
officers and providing advice on compensation structures. Neither the Chief
Executive Officer nor the Executive Chairman may be present during the voting
determination or deliberations in respect of his compensation. In addition, our
Compensation Committee reviews both our overall salary objectives and
significant modifications made to employee benefit plans, including those
applicable to executive officers. The Compensation Committee is also responsible
for reviewing and making recommendations to the Board with respect to succession
planning for the executive officers.
The Compensation Committee is responsible for administration of
the Companys stock option plan (the Stock Option Plan).
The Compensation Committee authorizes the granting of stock options and
determines the number of shares covered by each grant and the terms and
conditions of the stock option, subject to the provisions of the Stock Option
Plan. The Compensation Committee also reviews the remuneration of independent
directors from time to time to ensure that it properly reflects the
responsibilities associated with being an effective independent director.
The Compensation Committees charter requires the committee to
evaluate the functioning of the committee on an annual basis. The Compensation
Committee also reviews its charter annually.
During the fiscal year ended December 31, 2014, the
Compensation Committee met 5 times. All of the members of the Compensation
Committee attended 5 of the meetings held in fiscal year 2014. In addition to
meeting in person the Compensation Committee rendered certain decisions by way
of resolutions by written consent on 6 occasions during the course of the year.
A copy of the Compensation Committee charter can be found on the Companys
website at www.uranerz.com.
The Compensation Committee does not and cannot delegate its
authority to determine director and executive officer compensation. Neither the
Compensation Committee nor management engaged the services of an external
compensation consultant during fiscal year 2014.
Corporate Governance & Nominating Committee
We have a standing Corporate Governance & Nominating
Committee comprised of four directors all of whom, in the opinion of the
Companys Board, are independent (under Section 803A of the NYSE MKT Company
Guide): Paul Saxton (committee Chair), Arnold Dyck, Gerhard Kirchner and Peter
Bell. We have a Corporate Governance & Nominating Committee charter that
complies with the requirements of the NYSE MKT. Our Corporate Governance &
Nominating Committee is responsible for developing our approach to corporate
governance issues.
The Corporate Governance & Nominating Committee evaluates
the qualifications of potential candidates for director and recommends to the
Board nominees for election at the next annual meeting or any special meeting of
stockholders, and any person to be considered to fill a Board vacancy resulting
from death, disability, removal, resignation or an increase in Board size.
During 2010 the committee developed a Board member skills matrix which
identifies those personal attributes which each Board nominee is expected to
possess as well as the range of professional and business experience which it
felt the Board should possess in the aggregate. The committee refers to the
skills matrix in its evaluation of individual directors and in its process for
selecting and evaluating potential candidates to the Board. Candidates for the
Board are required to demonstrate five personal attributes: he or she must: (i)
adhere to the highest standards of ethics and integrity; (ii) be a team player;
(iii) be independent- minded; (iv) have strong business acumen; and (v) possess
a thorough understanding of the fiduciary duties of a director.
Additionally, the Corporate Governance & Nominating Committee seeks to find
candidates for the Board who display some or all of these skills and attributes:
uranium mining industry experience, financial expertise or literacy, strategic
planning experience, investment banking or capital raising experience, human
resources knowledge, public company board experience, government relations
experience, marketing experience and a mindset for risk management and
oversight.
23
The Company does not have a formal policy regarding diversity
in the selection of nominees for directors, however it does consider diversity
as part of its overall selection strategy. In considering diversity of the Board
in its criteria for selecting nominees, the Corporate Governance &
Nominating Committee takes into account various factors and perspectives,
including differences of viewpoint, professional experience, education, skills
and other individual qualities and attributes that contribute to Board
heterogeneity, as well as race, gender and national origin. The Corporate
Governance & Nominating Committee seeks persons with leadership experience
in a variety of contexts and, among public company leaders, across a variety of
industries. The Corporate Governance & Nominating Committee believes that
this expansive conceptualization of diversity is the most effective means to
implement Board diversity. The Corporate Governance & Nominating Committee
assesses the effectiveness of this approach as part of its annual review of its
charter.
The Corporate Governance & Nominating Committee has not
adopted a formal policy for the consideration of stockholder nominations because
the Corporate Governance & Nominating Committee does not believe such a
policy is necessary for the equitable treatment of stockholder nominations. All
nominees are given the same consideration and the independent composition of the
Corporate Governance & Nominating Committee minimizes the impact of the
Companys management or non-independent directors on the consideration of
nominees. Further, the Company has not traditionally received a significant
number of stockholder nominations, so such nominations can be dealt with on a
one-off basis and a separate policy to deal with a large volume of nominations
is not necessary.
There have been no material changes to the procedures pursuant
to which a stockholder may recommend a nominee to the Board. Shareholders
wishing to recommend a nominee to the Board should send a communication directed
to Paul Saxton as chairman of the Corporate Governance & Nominating
Committee pursuant to the procedures set forth above under the section heading
Communications to the Board.
No stockholder or stockholders holding 5% or more of the
Companys outstanding shares, either individually or in aggregate, recommended a
nominee for election to the Board during this past year. All of the nominees
included on the proxy card accompanying this Proxy Statement were nominated by
the Corporate Governance & Nominating Committee and recommended by the
Companys current Board.
The Corporate Governance & Nominating Committee is
responsible for evaluating the functioning of the Board and its committees on an
annual basis and making recommendations to the full Board as appropriate.
The Corporate Governance & Nominating Committee oversees
the Board education program and evaluates and recommends educational programs to
independent Board members.
The Corporate Governance & Nominating Committees charter
requires the committee to evaluate the functioning of the committee on an annual
basis. The committee also reviews its charter annually.
During the fiscal year ended December 31, 2014, the Corporate
Governance & Nominating Committee met 2 times. All of the members of the
Corporate Governance & Nominating Committee attended the 2 meetings. A copy
of the Corporate Governance & Nominating Committee charter can be found on
the Companys website at www.uranerz.com.
24
Marketing Committee
We have a Marketing Committee which was comprised of four
directors during 2014: Glenn Catchpole, Dennis Higgs, Arnold Dyck and Paul
Goranson. The Marketing Committee is not a standing committee but rather an ad
hoc committee responsible for developing our strategic approach to marketing and
negotiation of strategic uranium sales contracts. The Corporate Governance &
Nominating Committee periodically evaluates the benefit of and need for a
Marketing Committee of the Board.
Special Committee
In anticipation of the Transaction (as defined in Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters below), the Board of Directors established a Special Committee on
October 15, 2014. The Special Committee is comprised of three independent
directors: Arnold Dyck (Chair), Paul Saxton and Gerhard Kirchner and was formed
for the purpose of advising management and the board of directors, as requested
from time to time, on specific transaction terms relating to the proposed
business combination with Energy Fuels.
The mandate of the Special Committee is to: (i) advise
management and the Board of Directors on the terms of the proposed transaction;
(ii) evaluate and advise the Board of Directors as to the fairness of such
transaction and, in connection with this duty, to retain an independent
financial advisor to prepare a fairness opinion; (iii) consider and make
recommendations to the Board of Directors with respect to any potential
conflicts of interest of any director or officer of Uranerz; and (iv) make any
other recommendations to the Uranerz Board of Directors as requested from time
to time. In connection with the discharge of its duties, the Special Committee
was empowered to (i) engage legal counsel of its own choosing to advise it on
the discharge of its duties; (ii) engage an independent and qualified financial
advisor of its choosing to prepare the fairness opinion; (iii) negotiate
appropriate compensatory arrangements with its financial advisor and legal
counsel; and (iv) take such further action as the Special Committee considered
necessary or desirable to carry out its duties.
At a meeting of the Board of Directors on January 3, 2015, the
Special Committee summarized its efforts and conclusions to the Board, including
a discussion of which Uranerz Officers and Directors were expected to be
retained by the combined company and other matters related to prospective
employment agreements, change in control payments or other possible conflicts of
interest. The Special Committee stated the steps taken to maximize shareholder
value and confirmed the results of the fairness opinion it received from its
independent financial advisor Euro Pacific Canada, Inc., and thereafter
recommended that the Uranerz Board of Directors approve the Transaction with
Energy Fuels, including the exchange ratio of 0.255.
During the fiscal year ended December 31, 2014, the Special
Committee met 15 times. With the exception of 1 meeting, for which Dr. Kirchner
was absent, all of the members of the Special Committee attended 15 meetings.
25
DIRECTOR COMPENSATION
The following table sets forth the compensation granted to our
independent directors for the fiscal year ended December 31, 2014.
Director Compensation 2014
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|
Change in Pension |
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|
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|
|
|
|
Fees |
|
|
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|
|
|
|
|
|
|
|
Value and Non- |
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Earned or |
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|
Non-Equity |
|
|
Qualified |
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|
|
|
|
|
|
Name |
|
Paid in |
|
|
Stock |
|
|
Option |
|
|
Incentive Plan |
|
|
Compensation |
|
|
All Other |
|
|
|
|
|
|
Cash |
|
|
Awards |
|
|
Awards |
|
|
Compensation |
|
|
Earnings |
|
|
Compensation |
|
|
Total |
|
|
|
($) |
|
|
($) |
|
|
($)(1) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gerhard Kirchner |
|
57,600 |
|
|
|
|
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9,933 |
|
|
|
|
|
|
|
|
|
|
|
67,533 |
|
|
|
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|
|
|
|
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|
|
|
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|
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Paul Saxton |
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52,500 |
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|
|
|
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9,933 |
|
|
|
|
|
|
|
|
|
|
|
62,433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
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Arnold Dyck |
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76,000 |
|
|
|
|
|
12,642 |
|
|
|
|
|
|
|
|
|
|
|
88,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Peter Bell |
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39,000 |
|
|
|
|
|
9,933 |
|
|
|
|
|
|
|
|
|
|
|
48,933 |
|
(1) |
Option award compensation figures are a fair value
calculation of options vested in 2014 which is a notional amount estimated
at the date of the grant using the Black-Scholes option-pricing model in
accordance with Financial Accounting Standards Board (FASB) ASC
718. The actual value received by the directors, if any, may differ
materially from that reported herein. Options granted in 2014, 2013 and
2012 vested as to 40% on the grant date and as to 30% on each of the first
and second anniversaries of the grant dates. Note 12 in the Financial
Statements included in this Proxy Statement describes the assumptions made
in the valuation in accordance with FASB ASC 718. |
Director Compensation Agreements and Summary of Director
Compensation Policies
During the fiscal year ended December 31, 2014, the Company
compensated its independent directors as follows. For Board service: Annual
Board retainer: $15,000 per year; and
Per Board meeting: $1,000 per day attendance fee in person or
$500 per telephone meeting plus a $1,000 travel fee per in person meeting within
North America or a $2,000 travel fee per in person meeting to/from North
America.
For Committee service, retainers as follows (no meeting
fees):
- Audit Committee: Chair: $15,000/year. Members: $8,000/year.
- Corporate Governance & Nominating Committee: Chair: $4,000/year.
Members: $2,500/year.
- Compensation Committee: Chair: $6,000/year. Members: $4,000/year.
- Marketing Committee: Chair: (Nil Executive). Independent Members:
$1,200/day. Executive Members: Nil.
- Special Committee: All Members: $1,200/ eight hour day (with hours worked
being cumulative).
No stock options were granted to independent directors during
2014; however, the following stock options were granted January 17, 2015 in
recognition of contributions made in 2014:
26
Name |
Grant Date
|
All Other Option
Awards:
Number of Securities Underlying Options (#) |
Exercise or Base
Price of Option Awards ($/share) |
Gerhard Kirchner |
January 17, 2015 |
34,000 (1) |
1.14 |
Paul Saxton |
January 17, 2015 |
34,000 (1) |
1.14 |
Arnold Dyck |
January 17, 2015 |
35,000 (1) |
1.14 |
Peter Bell |
January 17, 2015 |
34,000 (1) |
1.14
|
(1) Each option has a term of 10 years and is subject to
vesting as to 40% on the date of grant and as to 30% on each of the first and
second three month anniversaries of the date of grant.
OTHER GOVERNANCE MATTERS
Code of Business Conduct and Ethics
We have adopted a corporate Code of Business Conduct and Ethics
(the Code) that applies to all our employees including our
principal executive officer, principal financial officer and principal
accounting officer and is administered by our Senior Vice President, Finance
& Chief Financial Officer, Benjamin Leboe. We believe our Code of Business
Conduct and Ethics is reasonably designed to deter wrongdoing and promote honest
and ethical conduct, to provide full, fair, accurate, timely and understandable
disclosure in public reports, to comply with applicable laws, to ensure prompt
internal reporting of code violations, and to provide accountability for
adherence to the Code. Our Code of Business Conduct and Ethics provides written
standards that are reasonably designed to deter wrongdoing and to promote:
- honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
- full, fair, accurate, timely and understandable disclosure in reports and
documents that are filed with, or submitted to, the SEC and in other public
communications made by the Company;
- compliance with applicable governmental laws, rules and regulations;
- prompt internal reporting of violations of the Code to an appropriate
person or persons identified in the Code; and
- accountability for adherence to the Code.
Our Code of Business Conduct and Ethics is available on our
website at www.uranerz.com. A copy of the Code of Business Conduct
and Ethics will be provided to any person without charge upon written request to
the Company at its administrative office: Uranerz Energy Corporation, Suite 1410
800 West Pender Street, Vancouver, B.C., Canada V6C 2V6. We intend to disclose
on our website any waiver from a provision of our Code of Business Conduct and
Ethics that applies to any of our principal executive officer, principal
financial officer, principal accounting officer, controller, or persons
performing similar functions that relates to any element of our Code of Business
Conduct and Ethics. No waivers were granted from the requirements of our Code of
Business Conduct and Ethics during the fiscal year ended December 31, 2014, nor
during the subsequent period from January 1, 2015 through to the date of this
Proxy Statement.
27
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires any person who is a
director or executive officer of the Company or who beneficially holds more than
10% of any class of our securities which have been registered with the SEC, to
file reports of initial ownership and changes in ownership with the SEC. These
persons are also required under the regulations of the SEC to furnish us with
copies of all Section 16(a) reports they file.
To our knowledge, based solely on our review of the copies of
the Section 16(a) reports furnished to us, all Section 16(a) filing requirements
applicable to our directors, executive officers and holders of more than 10% of
any class of our registered securities were timely complied with.
EXECUTIVE COMPENSATION
Named Executive Officers
Set out below under the heading Summary Compensation Table are
particulars of the compensation paid to the Companys executive officers, who
were also the Companys five highest paid officers during fiscal 2014 (the
Named Executive Officers, or the
executive officers):
|
(a) |
the Companys Chief Executive Officer; |
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(b) |
the Companys Executive Chairman; |
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(c) |
the Companys President & Chief Operating
Officer; |
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(d) |
the Companys Senior Vice President, Finance & Chief
Financial Officer; and |
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|
(e) |
the Companys former Senior Vice President, Legal &
Corporate Secretary. |
COMPENSATION DISCUSSION AND ANALYSIS
Oversight of Executive Compensation Program
The Compensation Committee of the Board oversees the Companys
executive compensation programs which are designed specifically for the
Companys executive officers. Additionally, the Compensation Committee is
charged with reviewing the performance of the executive officers, not less than
annually, and reviewing and approving all compensation decisions relating to the
executive officers.
The Compensation Committee is composed entirely of independent,
non-management members of the Board. At least once each year, and at such other
times as is necessary, the Board reviews any and all relationships that each
director has with the Company. The Board has determined that none of the
Compensation Committee members has any material business relationship with the
Company.
The responsibilities of the Compensation Committee, as stated
in its charter, include the following:
- to review and assess the adequacy of the Compensation Committee charter
annually and submit any proposed changes to the Board for approval;
- to produce an annual report on senior executive officer compensation for
inclusion in the Companys annual report or the proxy statement relating to
its Annual Meeting of stockholders;
28
- to review and make such recommendations to the Board as the Compensation
Committee deems advisable with regard to all incentive-based compensation
plans and equity-based plans;
- to assess the achievement of personal and corporate goals and objectives
that are relevant to the compensation of the Companys senior executive
officers;
- to evaluate senior executive officer performance in light of the goals and
objectives that were set and determine senior executive officer bonus
compensation based on such evaluation; and
- to review and make recommendations to the Board with respect to the
compensation of the senior executive officers.
Overview of Executive Compensation Program
The Company considers its people to be our primary asset and
our principal source of competitive advantage. In order to recruit, motivate and
retain the most qualified individuals as senior executive officers, the Company
strives to maintain an executive compensation program that is competitive in the
mining industry with a global labor market. We have drawn primarily upon senior
experienced talent from senior companies within the industry or relevant
profession. The purpose of the Companys compensation program is to encourage
exceptional organizational and individual performance and to reward senior
executive officers for enhancing shareholder value and achieving corporate
goals.
In order to accomplish our goals and to ensure that the
Companys executive compensation program is consistent with the Companys
business strategy, the Compensation Committee, in designing or adapting and
applying the executive compensation program, bears these principal objectives in
mind:
- to encourage and reward performance which supports the Companys core
values and business objectives;
- to provide competitive total compensation and reward programs to enhance
the Companys ability to attract, motivate and retain knowledgeable and
experienced senior executive officers; and
- to be mindful of shareholders interests and the Companys key objective
of increasing long-term shareholder value, which objective guides the
Committee toward a pay for performance system, in which an executive
officers short and long-term compensation is dependent upon both individual
and Company performance.
In considering shareholders interests, the Compensation
Committee considers the outcome of the most recent advisory say on pay vote by
its shareholders as an indicator of whether the foregoing objective is being
satisfactorily met or whether adjustments are warranted.
Compensation Elements and Rationale
There are three basic components to the Companys executive
compensation program: base salary, short term incentive (cash) compensation and
long-term incentive (equity) compensation. Each element, and the relative
weighting, is considered in the context of the overall compensation package and
with reference to the above-stated objectives.
(i) Base salary
Historical approach
The Compensation Committee has historically taken a
conservative position in respect of base salaries which was considered
appropriate to the Companys then stage of development. During 2010 the Company
participated in a mining industry salary survey to which the Compensation
Committee referred in assessing the competitiveness of the Companys senior
executive officer compensation program. The 2010 PriceWaterhouseCoopers Mining
Industry Salary Survey contained data from 290 U.S. and Canadian mining
organizations (the identities of which were not provided). The survey provided data for positions similar to the positions of the
Named Executive Officers, as to average base salary, average cash incentive
compensation as a percentage of base salary, average annual equity based grants
and average total annual compensation. At that time the Committee concluded that
the cash compensation elements of its executive officer compensation program,
base salaries and short term cash incentives, appeared low relative to surveyed
companies of like size and at a similar stage of development, however, the
Committee considered this appropriate to the Companys then stage of development
and the status of its recruiting efforts. This position was affirmed by the
Committee in 2013, 2012 and 2011.
29
2014
In 2014 the Compensation Committee concluded that improvements
to the base salaries of the executive officers were appropriate to the Companys
current stage of development and given the Companys need to attract and retain
senior talent at this critical time. Reference was again made to the
above-mentioned survey, this time with the objective of placing the base salary
component of cash compensation in the midrange rather than below midrange, to
ensure annual base salaries remained competitive and to support the Companys
recruiting and executive officer succession planning efforts. The Compensation
Committee intends to keep base salaries competitive as a stand-alone
compensation element going forward.
(ii) Short term incentive (cash bonus)
The objective of the short term incentive program is to put
variable pay at risk, motivate the executive officers to achieve predetermined
objectives and provide a means to reward achievement of corporate milestones and
fulfillment of the annual business plan.
Historical approach
Historically, in 2010 and prior years, the Company was
extremely conservative in its award of short term incentives, which we
considered appropriate to the Companys stage of development; awards were fully
discretionary based on the judgment of the Compensation Committee.
Transitioning to a less subjective and more formal,
objective program
In 2011, the Compensation Committee developed a more formal
framework for the potential award of short term incentive compensation to guide
the Compensation Committee in exercising its discretion with respect to this
compensation element. The more formal framework developed in 2011 called for the
setting of annual corporate and individual goals for each executive officer and
prescribed the relative weightings to be given to each in determining whether
annual bonuses were earned. The Compensation Committee would then annually
review demonstrated results, typically following the fiscal year end. While the
more formal framework has guided the Committee in reaching such determinations
since 2011, the Committee still exercises some discretion and admittedly
subjective judgment. How the Committee exercised its judgment and discretion
during 2014, and how performance was measured against goal achievement, is more
fully described below.
In 2013, the Compensation Committee adjusted the short term
incentive compensation program by setting an upper threshold for awards: each
executive officer may receive up to a maximum of 60% of his or her annual base
compensation after review of both personal and corporate goal achievement. Since
that time, the determination of whether short term incentive compensation has
been earned, and to what extent, may be more objectively and formulaically
measured. Corporate goals for 2015 have been formalized, as have personal goals
for 2015 for each executive officer.
30
(iii) Long term incentive (equity)
The Companys long term incentive program provides for the
granting of stock options to executive officers to both motivate executive
performance and retention, and align executive officer performance to
shareholder value. In awarding long term incentives the Compensation Committee
compares the long term incentive program to that of peer group companies and
evaluates such factors as the number of options available in the Stock Option
Plan and the number of options outstanding relative to the number of shares
outstanding.
The Compensation Committee has historically sought to award
stock options on a competitive basis given the conservative position taken in
respect of cash compensation components. During 2012 the Company introduced a
vesting schedule for options awarded to the executive officers in order to
promote retention and to better align the Companys approach to this element of
compensation with best governance practices.
During 2013 and 2014, the number of options awarded to the
executive officer group was reduced from the numbers granted in previous years.
This was in part in recognition of the fact that the cash compensation elements
of the executive program have improved. No options were awarded during 2014;
however, a grant recommendation was made in January of 2015 as previously
described in the Director Compensation Agreements and Summary of Director
Compensation Policies section of this Proxy Statement in recognition of
contributions made in 2014. The Compensation Committee intends to annually
consider the factors described above, as well as other relevant factors
described below, when exercising its discretion with respect to this element of
executive compensation.
(iv) Non-cash compensation
The Company does not currently provide a benefit program such
as health and welfare benefits or retirement saving programs to its senior
executive officers who are engaged under consulting arrangements or who are
based in Canada. The Company does make such standard health and welfare programs
available to its other employees as well as to one of its senior executive
officers.
During fiscal year 2014, three of the Companys executive
officers provided services through consulting or management agreements with the
Company. Compensation to the Chief Executive Officer, Executive Chairman, and
the Senior Vice President, Finance & Chief Financial Officer is paid as
consulting or management fees pursuant to these agreements. This has been
the case for some time. The Company considers such consulting arrangements to be
no less favorable to the interests of shareholders than executive employment
agreements. The Company enters into consulting agreements or employment
agreements on a case by case basis depending on the executive officers
preference and individual engagement terms. In general terms, our executive
officer compensation program is intended to operate in an integrated manner to
meet our objectives for the program, and decisions about each element of the
compensation program are made after taking into account the other elements of
the program. Historically, particularly when executive officers were founders or
very early stage recruits to the Company, executive officers were compensated in
a manner which emphasized stock options. As additional executive officers have
been hired in a highly competitive market, and the Company has matured, cash
compensation elements have increased in order to ensure an appropriate mix of
compensation elements, again so that the Company can attract and retain the
requisite senior talent. This has been particularly necessary, in the view of
the Committee, at a time when there have been significant declines in share
price and/or price volatility such that an equity compensation program might not
provide a return to the executive which is competitive in the employment market
place. At present, the Companys executive compensation program is now more
balanced as a mix of the three compensation components, less weighted to
non-cash compensation than in past years, to ensure retention of the senior
management team at a crucial stage in the Companys development.
31
Review of Executive Officer Performance
The Compensation Committee reviews executive officer
performance relative to corporate and individual goals not less than annually,
typically at calendar year end. The Compensation Committee has the opportunity
to meet with the executive officers frequently during the year, which assists
the Compensation Committee in forming its own assessment of each individuals
performance. Additionally, the Chief Executive Officer and the Executive
Chairman provide their evaluations to the Committee of the performance of the
other executive officers.
The Compensation Committee met in December of 2013 to assess
the performance and accomplishments of the executive officers during the year
2013, in general terms. After assessing that corporate objectives had been
substantially met and benchmarking against 2012 performance and the amount of
cash incentive compensation which had been paid to the executive officer group
in respect of 2012 performance, the Committee decided to accrue the sum of
$420,000 (in the aggregate) for the potential award, during 2014, of executive
officer short term cash incentive compensation in respect of 2013 performance.
The Committee resolved to consider, and if deemed appropriate, pay, individual
allocations in fiscal year 2014, after a more detailed review of individual
executive performance during 2013 and having due regard to fiscal constraints at
the time that any such award would be paid.
At that time, the Compensation Committee carried out a review
of the performance of each executive officer and assessed the extent to which
the Companys corporate objectives were achieved. The Committee considered the
recommendations of the Chief Executive Officer and the Executive Chairman with
respect to the performance of the other executive officers. The Committee then
met without management present to review and discuss the performance of the
Chief Executive Officer and the Executive Chairman as well as the other
executive officers. The Committee considered the self-evaluation by each of the
executive officers as to their achievement of their personal goals, and
considered the executive officers evaluation of the Companys achievements of
its corporate objectives. The Committee also considered the Companys overall
financial position in exercising its discretion with respect to executive
awards. No increases to the base compensation of any executive officers were
made in 2013 or 2014.
In January of 2014, the Committee reached the decision to grant
a cash bonus to each of the executive officers, with each officer receiving an
amount in relative proportion to his or her base salary and position within the
organization. The Committee determined that cash bonuses should not exceed 60%
of regular base salaries, notwithstanding those corporate and personal goals
were substantially achieved. The Committee was primarily influenced by corporate
goal achievement in determining the bonuses of the Chief Executive Officer and
the Executive Chairman. In the case of the Senior Vice President, Finance &
Chief Financial Officer and the Senior Vice President, Legal & Corporate
Secretary, while corporate goal achievements were factored in, personal goal
achievement was given greater weight.
The Committee was influenced by these key corporate
achievements in relation to pre-determined objectives, in reaching its
determination of bonus awards for 2013 performance:
|
a) |
management had successfully implemented its short term
strategic plan during 2013; |
|
|
|
|
b) |
Nichols Ranch construction had been completed and water
circulation had commenced; |
|
|
|
|
c) |
regulatory compliance was exemplary; |
|
|
|
|
d) |
the workforce had been supplemented by quality new hires,
and employee caliber and morale were high; |
|
|
|
|
e) |
safety and environmental standards at the highest levels
were being achieved and a culture which heeds safety and environmental
concerns was being established; and |
32
|
f) |
the Wyoming Business Council loan had been obtained under
its industrial development revenue bond and additional financing had been
secured in June of 2013. |
In assessing corporate and individual performance it was noted
that the Companys treasury position, while subsequently supplemented, had
become concerning. Similarly, the Companys market performance, while it was
acknowledged that this was contributed to by many external factors, had not been
exemplary, and thus the interests of shareholders in this respect were
considered. Evaluation of these two latter performance measurements guided the
Committee to a conservative position.
In assessing the individual performance of each executive
officer relative to his or her personal stated objectives, the Committee found
each executive officers performance, when measured against the achievement of
corporate and personal goals, to have been exemplary. Although application of a
formulaic approach based only on corporate and personal goal achievement would
have yielded a larger cash bonus award in each instance, the Committee exercised
its discretion, bearing in mind the Companys stage of development and having
regard to market factors and shareholder interests, to lower the cash incentive
amounts to be awarded to a range of approximately 50% of the executives base
salary. As stated above, while the corporate and personal goal achievement is
one of the factors weighed by the Committee in evaluating bonus award
entitlement, the Compensation Committee did not intend or wish to fetter its
discretion to take into account additional factors.
In exercising its discretion the Committee compared the
performance of the executive officers as a group during 2013 as compared to 2012
performance and determined that the performance of the group was on par with
2012 performance. The Committee thus used the amounts awarded in 2012 as
reference points. Individual proposed bonus amounts for each executive officer
were compared as against one another to ensure internal equity amongst the group
and to acknowledge that the group worked in a team approach such that in the
Committees view the amounts to be awarded should be substantially consistent.
The aggregate cash compensation figures which would be yielded after taking into
account bonus awards were reviewed to ensure that the overall cash compensation,
while conservative, yielded an overall cash compensation program that was not so
low as to present retention issues, again having regard to the above-referenced
salary survey. The individual bonus awards to each executive officer formulated
through this process by the Committee are set out below.
In December of 2014 the Committee adopted a similar approach as
to what it had taken in December 2013, earmarking a pool of $510,000 for the
awarding of bonuses in early 2015 to reward 2014 performance. That amount was
determined after benchmarking against 2014 bonuses awarded for 2013 and taking
into account the base salaries of the executive officers in 2014.
Dennis Higgs, Executive Chairman
Mr. Higgs is compensated through the Companys consulting
agreement with Ubex Capital Inc. The Board considers Mr. Higgs continuing
involvement to be of vital interest to the Companys success and increased
Ubexs consulting services over time to the point where Mr. Higgs provides the
Company services as a fully involved Executive Chairman. Mr. Higgs consulting
rate is based on the Board of Directors determination upon recommendation by the
Compensation Committee of the value of his expertise to the Company.
There was no increase to the annual retainer of $250,000 per
annum paid to Mr. Higgs consulting firm in 2014. In January of 2014 Mr. Higgs
was awarded a discretionary cash bonus in the amount of $105,000 in recognition
of his instrumental contribution to the achievement of corporate goals in 2013.
The review process which lead to the bonus award, and the underlying
compensation philosophy for such compensation, is described above.
33
Glenn Catchpole, Chief Executive Officer (and President
and acting Chief Operating Officer, January-November, 2013)
Mr. Catchpole is compensated indirectly through the Companys
consulting agreement with Catchpole Enterprises Inc. (CEI). The Company
engaged CEI in early 2005 to provide industry expertise and strategic planning
consulting services and full- time executive management to create a viable
resource company. The Board and the Compensation Committee considers Mr.
Catchpoles continuing involvement to be of vital interest to the Companys
success. The Board has chosen the consulting arrangement to minimize
administrative costs and to maintain the certainty and flexibility of
contractual arrangements. Mr. Catchpoles consulting rate is based on the
Boards determination upon recommendation by the Compensation Committee of the
value of his expertise to the Company.
There was no increase to the annual retainer of $250,000 per
annum paid to Mr. Catchpoles consulting firm in 2014. In January of 2014 Mr.
Catchpole was awarded a discretionary cash bonus in the amount of $105,000 in
recognition of his instrumental contribution to the achievement of corporate
goals in 2013. The review process which lead to the bonus award, and the
underlying compensation philosophy for such compensation, is described
above.
Paul Goranson, President & Chief Operating Officer
Mr. Goranson was hired by the Company effective December 2,
2013 as its President & Chief Operating Officer, and as such, no
discretionary cash bonus was awarded to him in 2014. There was similarly no
increase to Mr. Goransons base salary of $230,000 per annum in 2014.
Benjamin Leboe, Senior Vice President, Finance &
Chief Financial Officer
The Companys compensation policy for Mr. Leboe, as Principal
of Independent Management Consultants of British Columbia is based on time spent
consulting for the Company. The Board and the Compensation Committee believes
that this provides the Company with greater flexibility in controlling expenses.
Mr. Leboes services as Chief Financial Officer entail a high and specialized
degree of attention to the Companys financial management and reporting
activities. Mr. Leboe has extensive expertise in the area of financial
management, accounting, business valuation and management consulting, which
expertise is very valuable to the Company. Mr. Leboes consulting rate is based
on the Boards determination upon recommendation by the Compensation Committee
of the value of his expertise to the Company.
There was no increase to the annual retainer of $200,000 per
annum paid to Mr. Leboes consulting firm in 2014. In January of 2014 Mr. Leboe
was awarded a discretionary cash bonus in the amount of $105,000 in recognition
of his instrumental contribution to the achievement of corporate goals in 2013,
his individual contribution as a member of the Companys executive team and his
personal performance in fulfilling 2013 personal performance goals.
The review process which lead to the bonus award, and the
underlying compensation philosophy for such compensation, is described
above.
Summary Compensation Table
A summary of cash and other compensation paid in accordance
with management consulting contracts or employment agreements for our Named
Executive Officers for the last three fiscal years is as follows:
34
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Option
Awards(1) ($) |
All Other
Compensation(7) ($) |
Total ($) |
Dennis Higgs, Executive Chairman and Director
(2) |
2014 2013 2012 |
250,000 250,000 190,980 |
105,000 102,500 125,000 |
48,760 227,334 125,151 |
4,000 4,000 - |
407,760 583,834 441,131 |
Glenn Catchpole, CEO and Director
(3)
|
2014 2013 2012 |
250,000 250,000 190,980 |
105,000 102,500
125,000 |
48,760 227,334 125,151 |
4,000 4,000 - |
407,760 583,834 441,131 |
Paul Goranson, President & Chief
Operating Officer and Director (4) |
2014 2013
|
230,000 20,000
|
- -
|
69,160 97,898
|
19,200 -
|
318,360 117,898
|
Benjamin Leboe, Senior Vice President, Finance and Chief Financial Officer (5) |
2014 2013 2012
|
200,000 200,000
161,040
|
105,000 97,500 85,000
|
48,760 197,327 125,151
|
4,000 4,000 -
|
357,760 498,827 371,191
|
Sandra MacKay, Senior Vice President,
Legal and Corporate Secretary (6) |
2014 2013 2012 |
100,000 200,000 167,580 |
157,500 97,500 85,000
|
18,249 160,973 125,151 |
4,000 4,000 - |
279,749 462,473 377,731 |
Notes to Summary of Executive Compensation and Executive
Compensation Agreements
(1) Option award compensation figures for 2014, 2013 and 2012
are a fair value calculation which is a notional amount estimated at the date of
the grant using the Black-Scholes option-pricing model in accordance with
Financial Accounting Standards Board (FASB) ASC 718. Option award
values include all grants which vested in the year indicated. The actual value
received by the executives, if any, may differ materially from that reported
herein. Options granted in 2014, 2013 and 2012 vested as to 40% on the grant
date and as to 30% on each of the first and second anniversaries of the grant
dates. Note 12 in the Financial Statements included in this Proxy Statement
describes the assumptions made in the valuation in accordance with FASB ASC
718.
(2) Salary is a management fee paid to a private holding
company of Mr. Dennis Higgs. Mr. Higgs became Executive Chairman of our Board on
February 1, 2006. In 2005 we entered into a consulting agreement with Ubex
Capital Inc., wholly owned by Dennis Higgs. Under that agreement, amended in
2013, the Company currently pays a monthly fee of $20,833 in consideration of
the provision of the services of Mr. Higgs as Executive Chairman.
(3) Salary is a management fee paid to a private holding
company of Mr. Glenn Catchpole. Mr. Catchpole was appointed President &
Chief Executive Officer on March 1, 2005. Effective September 15, 2012, Mr.
Catchpole became acting Chief Operating Officer of the Company, as well as its
President & Chief Executive Officer. He relinquished the President &
acting Chief Operating Officer titles on December 2, 2013. In 2005 we entered
into a consulting agreement with Catchpole Enterprises Inc. Catchpole
Enterprises is wholly owned by Glenn and Judy Catchpole. Under that agreement
the Company currently pays a monthly consulting fee of $20,833 in consideration
of the provision of the services of Mr. Catchpole.
(4) Mr. Goranson was appointed President & Chief Operating
Officer in December 2013 with a salary of $230,000 per annum plus regular
employee benefits.
(5) Salary is a consulting fee paid to an entity owned by Mr.
Benjamin Leboe. Mr. Leboe was appointed Chief Financial Officer on May 23, 2006
and Senior Vice President, Finance on June 9, 2010. In 2006 we entered into a
consulting agreement with Independent Management Consultants of British Columbia (IMC). IMC is wholly
owned by Benjamin Leboe, our Chief Financial Officer. Under that agreement the
Company currently pays for consulting services provided at the rate of $16,667
per month.
35
(6) Ms. MacKay joined the Company on July 1, 2009 and resigned
effective as of June 30, 2014. Ms. MacKay was appointed Senior Vice President,
Legal on December 8, 2011. Her salary in 2014 was $16,667 per month. During
fiscal year 2012, her salary was a consulting fee paid to Sandra R. MacKay
Professional Law Corporation, a private entity wholly owned by Sandra MacKay. In
June of 2014, the Compensation Committee determined that upon Ms. MacKays
departure, she should be awarded 50% of her target short-term incentive
compensation for 2014 in light of her performance and services rendered during
the first six months of that year.
(7) Other compensation in 2013 and 2014 was $4,000 per annum
paid in lieu of benefits for each executive officer with the exception of Mr.
Goranson, whose benefits include approximately $19,200 paid by the Company in
health insurance and life insurance premiums for Mr. Goranson.
Grants of Plan-Based Awards 2014
No options were granted to the named executive officers during
2014; however, the following options were granted subsequent to 2014 with
respect to contributions made during 2014:
Name |
Grant Date
|
All Other Option
Awards:
Number of Securities Underlying Options (#) |
Exercise or Base
Price of Option Awards ($/share) |
Dennis Higgs |
January 17, 2015 |
73,000 (1) |
1.14 |
Glenn Catchpole |
January 17, 2015 |
73,000 (1) |
1.14 |
Paul Goranson |
January 17, 2015 |
73,000 (1) |
1.14 |
Benjamin Leboe |
January 17, 2015 |
73,000 (1) |
1.14
|
(1) |
Each option has a term of 10 years and is subject to
vesting as to 40% on the date of grant and as to 30% on each of the first
and second three month anniversaries of the date of
grant. |
Disclosure Relating to Summary Compensation Table and Grants
of Plan-Based Awards
For a discussion of each individual executive officer's
compensation arrangements and cash bonuses, please see the discussion under each
officers name in the Compensation Discussion and Analysis above.
No option grants were endorsed by the Compensation Committee in
2014.
36
Outstanding Equity Awards to Executive Officers at Fiscal
Year-end
Option Awards |
Name
|
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Incentive
Plan
Awards: Number of Securities Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option
Expiry Date
|
Dennis Higgs
|
75,000 62,500 20,000 35,000 67,500 67,500 75,250 |
Nil Nil Nil Nil Nil Nil 32,250 (1) |
Nil Nil Nil Nil Nil Nil Nil |
0.75 2.64 0.65 1.33 1.89 1.32 1.22 |
Jan 6, 2016 Jan 7, 2018 Jan
5, 2019 Jan 4, 2020 Dec 12, 2021 Dec 16, 2022 Jul 11, 2023
|
Glenn Catchpole
|
190,000 125,000 70,000 135,000 135,000 150,500 |
Nil Nil Nil Nil Nil 64,500 (1) |
Nil Nil Nil Nil Nil Nil |
0.75 2.64 1.33 1.89 1.32 1.22 |
Jan 6, 2016 Jan 7, 2018 Jan
4, 2020 Dec 12, 2021 Dec 16, 2022 Jul 11, 2023 |
Paul Goranson |
175,000 |
75,000 (2) |
Nil |
1.06 |
Dec 1, 2023 |
Benjamin Leboe
|
100,000 125,000 70,000 135,000 135,000 114,100 |
Nil Nil Nil Nil Nil 48,900 (1) |
Nil Nil Nil Nil Nil Nil |
1.96 2.64 1.33 1.89 1.32 1.22 |
May 23, 2016 Jan 7, 2018 Jan 4, 2020 Dec 12, 2021 Dec 16, 2022 Jul 11, 2023
|
(1) |
Vests July 12, 2015 |
(2) |
Vests December 2, 2015 |
Option Exercises and Stock Vested in 2014
Option Awards |
Name
|
Number of Shares Acquired
on Exercise (#) |
Value Realized on Exercise ($) |
Dennis Higgs |
Nil |
Nil |
Glenn Catchpole |
Nil |
Nil |
Paul Goranson |
Nil |
Nil |
Benjamin Leboe |
Nil |
Nil
|
37
Compensation Committee Interlocks and Insider Participation
No person who served as a member of the Compensation Committee
during fiscal year 2014 was a current or former officer or employee of the
Company or engaged in certain transactions with the Company as required to be
disclosed under Item 404 of Regulation S-K. Additionally, there were no
compensation committee interlocks during fiscal year 2014, which generally
means that no executive officer of the Company served as a director or member of
the compensation committee of another entity which had an executive officer
serving as a director or member of the Companys Compensation Committee.
Pension Benefits
None.
Non-Qualified Deferred Compensation
None.
Potential Payments upon Termination on Change-in-Control
In 2014 we entered into new change and control severance
agreements (the Change in Control Severance Agreements) with four of
our executive officers, namely:
- Dennis Higgs, our Executive Chairman;
- Glenn Catchpole, our Chief Executive Officer;
- W. Paul Goranson, our President & Chief Operating Officer; and
- Benjamin Leboe, our Senior Vice President & Chief Financial Officer.
The new Change in Control Severance Agreements replace and
supersede change in control agreements between the Company and three of its
executive officers: Executive Chairman Dennis Higgs, Chief Executive Officer
Glenn Catchpole and Senior Vice President, Finance & Chief Financial Officer
Benjamin Leboe.
The form of Change in Control Severance Agreement was filed by
the Company as an exhibit to a Form 8-K on May 16, 2014. The following
description of the Change in Control Severance Agreement does not purport to be
complete and is qualified in its entirely to the full text of the Change in
Control Severance Agreement, as filed as an exhibit to the Form 8-K.
Under the new Change in Control Severance Agreements, our
executive officers will be entitled to certain severance benefits if, following
a change of control (as defined in the Change in Control Severance Agreement),
the Company terminates the executives employment without cause (as defined in
the Change in Control Severance Agreement), or the executive terminates his
employment with the Company for good reason (as defined in the Change in
Control Severance Agreement).
In such event, each executive officer would be entitled to
receive:
- all earned but unpaid base salary;
- any earned but unpaid bonus from the preceding fiscal year;
- a credit for any accrued vacation not taken;
- an amount equal to his target bonus for that year multiplied by a
fraction, the numerator being the number of full months worked in the fiscal
year, and the denominator being twelve;
38
- a severance payment equal to twenty four times the sum of his monthly base
salary in effect in the month preceding the change in control and 1/12 of his
target bonus;
- continued medical and dental insurance coverage for the executive officer
and his dependents on the same basis in effect prior to the change in control
for twenty four months following the change in control; and
- any legal fees or expenses incurred as a result of such termination of
employment.
In addition, if an executive officers employment is terminated
following a change in control, all stock options or restricted stock owned or
promised to be payable to him that were not yet vested will continue to vest per
the original schedule for twenty four months following termination and shall be
exercisable (together with all options or restricted stock owned by him and
vested at the termination date) at the earlier of their original expiry date or
twenty four months from termination.
Each Change in Control Severance Agreement also provides that,
regardless of whether the executive officer continues to be employed following a
change in control, for the twenty four month period following a change in
control any incentive plan or arrangement (including any compensation plan,
long-term incentive plan, bonus or contingent bonus arrangements or credits,
performance awards or similar benefits) available to him at the time of the
change in control shall continue in effect, and any benefit or compensation
plan, stock ownership plan, stock purchase plan, bonus plan, life insurance
plan, health-and-accident plan or disability plan in which he is eligible to
participate at the time of the change in control shall continue in effect.
The Change in Control Severance Agreements provide that each
executive officer will be prohibited, for a one year period after his
termination, from soliciting employees or customers or suppliers of Uranerz and
each executive officer will be subject to agreements related to confidentiality,
non-competition, non-solicitation, non-disparagement and arbitration. Following
termination of employment, the executive officer will be required to sign a
release of claims against the Company prior to receiving severance benefits
under the agreement.
The following table sets forth the estimated amounts of the
payments and benefits that each of Uranerz named executive officers would
receive in connection with a change in control pursuant to their respective
Change in Control Severance Agreement and their respective employment/
consultant agreements, as described above, should a change in control have taken
place on December 31, 2014, being the last date of our last completed fiscal
year. The actual amounts that would be paid upon a named executive officers
termination of employment can be determined only at the time of such executives
separation from Uranerz. As a result, the actual amounts received by a named
executive officer may differ in material respects from the amounts set forth
below.
|
|
Cash |
|
|
|
|
|
Perquisites/ |
|
|
|
|
|
|
|
|
|
Severance |
|
|
Equity |
|
|
Benefits |
|
|
Other |
|
|
Total |
|
Name |
|
($)(1) |
|
|
($)(2) |
|
|
($)(3) |
|
|
($)(4) |
|
|
($) |
|
Glenn Catchpole |
|
950,000 |
|
|
Nil |
|
|
8,000 |
|
|
Nil |
|
|
958,000 |
|
Dennis Higgs |
|
950,000 |
|
|
Nil |
|
|
8,000 |
|
|
Nil |
|
|
958,000 |
|
Paul Goranson |
|
874,000 |
|
|
Nil |
|
|
38,000 |
|
|
Nil |
|
|
912,000 |
|
Ben Leboe |
|
760,000 |
|
|
Nil |
|
|
8,000 |
|
|
Nil |
|
|
768,000 |
|
(1) |
The amounts reported in this column represent the
potential cash severance payments that would be made to the
named executive officer assuming a qualifying termination of
the executives employment on December 31, 2014, inclusive of (i) an
amount equal to the target bonus for 2014 plus (ii) two times the sum of
annual salary plus the target bonus. The actual amount paid in connection
with the Transaction, if any, will be different. In addition, we do not
expect that the employment of all of the named executive officers
employment will be terminated in connection with the
Transaction. |
39
(2) |
The amounts reported in this column represent: (A) stock
awards for which vesting would be accelerated; (B) in-the-money option
awards for which vesting would be accelerated; and (C) payments in
cancellation of stock and option awards. |
|
|
|
(3) |
For Mr. Goranson, the amount reported in this column
represents the estimated cost to provide the health and welfare benefits
described above (including reimbursement of COBRA premiums for the
applicable period) to the executive following a qualifying termination as
at December 31, 2014. In the case of Messrs. Higgs, Catchpole and Leboe,
the amounts reflect $4,000 per annum in lieu of coverage. |
|
|
|
(4) |
The amounts reported in this column represent: |
|
|
|
|
a) |
The aggregate dollar value of pension and nonqualified
deferred compensation benefit enhancements; |
|
|
|
|
b) |
The aggregate dollar value of any tax
reimbursements; |
|
|
|
|
c) |
The aggregate dollar value of any other compensation that
is based on or otherwise relates to the transaction not properly reported;
and |
|
|
|
|
d) |
The aggregate dollar value of a reimbursement obligation
for legal fees or expenses, if any, which cannot be estimated at this
time. |
Compensation Committee Report
The Compensation Committee oversees the Companys compensation
reporting process on behalf of the Board. The Compensation Committee has four
members, each of whom is independent as defined in the NYSE MKT Company Guide.
The committee operates under a written charter, revised and adopted by the
Board.
The Committee assists the Board by overseeing the (1) annual
review of director and executive officer compensation policies and goals, (2)
determining the compensation of directors and executive officers, and (3)
providing accurate public disclosure of the Companys compensation program.
In the course of providing its oversight responsibilities
regarding the Companys compensation of directors and executive officers in
2014, the Committee reviewed and discussed with management the Compensation
Discussion and Analysis included in this Proxy Statement.
Based on the Compensation Committees review of the
Compensation Discussion and Analysis and discussions with the Board and the
Companys management, the Compensation Committee recommended that the
Compensation Discussion and Analysis be included in this Proxy Statement.
Submitted by the members of the Compensation Committee of
the Board:
Peter Bell, Chairman
Arnold Dyck
Gerhard Kirchner
Paul Saxton
40
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following tables set forth information as of March 4, 2015
regarding the ownership of our common stock by:
- each named executive officer, each director and all of our directors and
executive officers as a group; and
- each person who is known by us to own more than 5% of our shares of common
stock.
Beneficial ownership is determined in accordance with the rules
and regulations of the SEC. Shares subject to options that are exercisable
within 60 days following March 4, 2015 are deemed to be outstanding and
beneficially owned by the optionee for the purpose of computing share and
percentage ownership of that optionee but are not deemed to be outstanding for
the purpose of computing the percentage ownership of any other person. Except as
indicated in the footnotes to this table, and as affected by applicable
community property laws, all persons listed have sole voting and investment
power for all shares shown as beneficially owned by them.
The number of shares beneficially owned and the percentage of
shares beneficially owned are based on 95,912,806 shares of common stock
outstanding plus 3,360,050 common share purchase options vested within 60 days
of March 4, 2015.
Title of Class
|
Name and Address of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership |
Percentage of Class
(1)
|
Common Stock
|
Dennis Higgs Director and Executive
Chairman Suite 1410 800 West Pender Street Vancouver, B.C., V6C
2V6 CANADA |
2,323,850(2)
|
2.41%
|
Common Stock
|
Glenn Catchpole Director,
and CEO/PEO 4413 East 22nd Street Casper, WY, 82609 USA
|
2,308,700(3)
|
2.39%
|
Common Stock
|
Paul Goranson Director,
President & COO 1701 East E Street Casper, WY, 82605 USA |
226,100(4)
|
**
|
Common Stock
|
Dr. Gerhard Kirchner Director Hoech 5a A-8442 St. Andrae-Hoech AUSTRIA |
666,600(5)
|
**
|
Common Stock
|
Paul Saxton Director 188 Stonegate Drive Furry Creek, B.C., V7R 4W7 CANADA |
295,800(6)
|
**
|
Common Stock
|
Peter Bell Director #105 3389 Capilano Road North Vancouver, B.C., V7R 4W7 CANADA |
334,300(7)
|
**
|
41
Common Stock
|
Arnold J. Dyck Director 504 230
Saskatchewan Crescent East Saskatoon, S.K., S7N 0K6 CANADA |
287,100 (8)
|
**
|
Common Stock
|
Benjamin Leboe Senior VP, Finance &
CFO/PFO 16730 Carrs Landing Road Lake Country, B.C., V4V 1B2
CANADA |
746,200(9)
|
**
|
Total |
|
7,188,650 |
7.25% |
** indicates ownership less than 1%
(1) |
The percent of class is based on 95,912,806 shares of
common stock issued and outstanding as of March 4, 2015 plus options
vested within 60 days of March 4, 2015. |
|
|
(2) |
Includes 1,870,000 shares and 453,850 exercisable share
purchase options. |
|
|
(3) |
Includes 1,452,100 shares and 856,600 exercisable share
purchase options. |
|
|
(4) |
Includes Nil shares and 226,100 exercisable share
purchase options. |
|
|
(5) |
Includes 476,000 shares and 190,600 exercisable share
purchase options. |
|
|
(6) |
Includes 11,500 shares and 284,300 exercisable share
purchase options. |
|
|
(7) |
Includes Nil shares and 334,300 exercisable share
purchase options. |
|
|
(8) |
Includes 3,000 shares and 284,100 exercisable share
purchase options. |
|
|
(9) |
Includes 16,000 shares and 730,200 exercisable share
purchase options. |
NON-RELATED SHAREHOLDERS HOLDING OVER 5%
Title of Class
|
Name and Address of
Beneficial Owner
|
Amount and Nature
of Beneficial Ownership |
Percentage of Class
|
Common Stock
|
Global X Management Company LLC 623 Fifth
Avenue, 15th Floor New York, N.Y., 10022 USA |
8,613,803 (Note 1)
|
8.98% (Note 2)
|
(1) |
As reported on an amendment to Schedule 13 as filed
February 13, 2015. |
|
|
(2) |
The percent of class is based on 95,912,806 shares of
common stock issued and outstanding as of March 4,
2015. |
42
It is believed by us that all persons named have full voting
and investment power with respect to the shares indicated, unless otherwise
noted in the table. Under the rules of the SEC, a person (or group of persons)
is deemed to be a beneficial owner of a security if he or she, directly or
indirectly, has or shares the power to vote or to direct the voting of such
security, or the power to dispose of or to direct the disposition of such
security. Accordingly, more than one person may be deemed to be a beneficial
owner of the same security. A person is also deemed to be a beneficial owner of
any security, which that person has the right to acquire within 60 days, such as
options or warrants to purchase our common stock.
We are not, to the best of our knowledge, directly or
indirectly owned or controlled by another corporation or foreign government.
Change in Control
On January 4, 2015, we entered into an Agreement and Plan of
Merger (the Transaction Agreement) with Energy Fuels Inc., an
Ontario corporation (Energy Fuels), and EFR Nevada Corp., a
Nevada corporation and wholly owned subsidiary of a subsidiary of Energy Fuels
(Transaction Sub). The Merger Agreement provides for a business
combination whereby Transaction Sub will merge with and into the Company (the
Transaction), and as a result we will continue as the surviving
operating corporation and as an indirectly wholly owned subsidiary of Energy
Fuels.
Pursuant to the Transaction Agreement, at the effective time of
the Transaction, each issued and outstanding share of Common Stock of the
Company will be canceled and extinguished and automatically converted into the
right to receive 0.255 common shares of Energy Fuels (the Exchange
Ratio).
The completion of the Transaction will be subject to the
approval of at least a majority of the holders of the outstanding common shares
of the Company, as well as at least a majority of the votes cast by the
Companys shareholders, excluding directors and officers of the Company, at a
special meeting to be called to consider the Transaction.
The Transaction Agreement provides that, upon consummation of
the Transaction, Energy Fuels shall cause two nominees of the Company to be
appointed to the Board of Directors of Energy Fuels.
In addition to the approval of the shareholders of each of the
Company and Energy Fuels, as described above, the completion of the Transaction
will be subject to the satisfaction of other customary closing conditions,
including, among others:
- the declaration by the SEC of the effectiveness of the Registration
Statement on Form F-4 to be filed by Energy Fuels with the SEC in connection
with the Transaction;
- the common shares of Energy Fuels to be issued in connection with the
Transaction, and to be issued upon exercise of the assumed Company options and
Company warrants, will have been approved (or conditionally approved, as
applicable) for listing on the NYSE MKT and the Toronto Stock Exchange; and
- the receipt of all regulatory approvals necessary for the completion of
the Transaction.
Each of the Company and Energy Fuels has agreed to customary
and generally reciprocal representations, warranties and covenants in the
Transaction Agreement. Among these covenants, both the Company and Energy Fuels
have agreed to conduct their respective businesses in the ordinary course during
the period between the execution of the Transaction Agreement and the closing of
the Transaction.
The Transaction Agreement contains customary deal support
provisions, including a reciprocal break fee of US$5,000,000 payable if the
Transaction is not completed under certain circumstances. In addition, the
Transaction Agreement includes customary and reciprocal non-solicitation
covenants, as well as a reciprocal right to match any superior proposal that may
arise.
43
The foregoing description of the Transaction Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Transaction Agreement, which has been filed with the SEC.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We had no reportable transactions with related parties since
January 1, 2014, including named security holders.
Policy for Review of Related Party Transactions
The Company has a policy for the review of transactions with
related persons as set forth in the Companys Audit Committee Charter and
internal practices. The policy requires review, approval or ratification of all
transactions in which the Company is a participant and in which any of the
Companys directors, executive officers, significant shareholders or an
immediate family member of any of the foregoing persons has a direct or indirect
material interest, subject to certain categories of transactions that are deemed
to be pre-approved under the policy - including employment of executive
officers, director compensation (in general, where such transactions are
required to be reported in the Companys proxy statement pursuant to SEC
compensation disclosure requirements), as well as certain transactions where the
amounts involved do not exceed specified thresholds. All related party
transactions must be reported for review by the Audit Committee of the Board
pursuant to the Audit Committees charter and the rules of the NYSE MKT.
Following its review, the Audit Committee determines whether
these transactions are in, or not inconsistent with, the best interests of the
Company and its shareholders, taking into consideration whether they are on
terms no less favorable to the Company than those available with other parties
and the related persons interest in the transaction. If a related party
transaction is to be ongoing, the Audit Committee may establish guidelines for
the Companys management to follow in its dealings with the related person.
Our policy for review of transactions with related persons was
followed in all of the transactions set forth above and all such transactions
were reviewed and approved in accordance with our policy for review of
transactions with related persons.
44
PROPOSAL 2 RATIFICATION OF THE APPOINTMENT OF THE
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
QUESTIONS AND ANSWERS
What am I voting on?
The Audit Committee has selected Manning Elliott LLP to be the
Companys Independent Registered Public Accounting Firm for the current fiscal
year ending December 31, 2015.
This proposal seeks stockholder ratification of the appointment
of Manning Elliott LLP.
Will a representative of Manning Elliott be present at the
Annual Meeting?
The Company does not expect that a representative of Manning
Elliott will be present at the Annual Meeting and therefore will not be
available to make a statement or answer questions.
INFORMATION IN RESPECT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Manning Elliott LLP was the Independent Registered Public
Accounting Firm for the Company in the fiscal year ended December 31, 2014.
Our financial statements have been audited by Manning Elliott
LLP, independent registered public accounting firm, for the years ended December
31, 2014, 2013 and 2012.
The following table sets forth information regarding the amount
billed to us by our independent auditor, Manning Elliott LLP for our two fiscal
years ended December 31, 2014 and 2013:
|
Years Ended December 31
|
|
2014 |
2013 |
Audit Fees |
$121,250 |
$95,984 |
Audit Related Fees |
$28,372 |
$29,750 |
Tax Fees |
$9,418 |
$6,750 |
Other |
$12,555 |
$42,250 |
Total |
$171,595 |
$174,734 |
Audit Fees
Audit Fees are the aggregate fees and expenses billed by our
independent auditor for the audit of our annual financial statements and
attestation services that are provided in connection with statutory and
regulatory filings or engagements.
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Audit Related Fees
Consist of fees billed for assurance and related services that
are reasonably related to the performance of the audit and reviews of our
interim consolidated financial statements and are not reported under Audit
Fees.
Tax Fees
Consist of fees billed for professional services for tax
compliance, tax advice and tax planning. These services include preparation of
federal and state income tax returns.
All Other Fees
Consist of fees for product and services other than the
services reported above.
Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors
The Audit Committee has adopted procedures requiring the Audit
Committee to review and approve in advance, all particular engagements for
services provided by the Companys independent auditor. Consistent with
applicable laws, the procedures permit limited amounts of services, other than
audit, review or attest services, to be approved by one or more members of the
Audit Committee pursuant to authority delegated by the Audit Committee, provided
the Audit Committee is informed of each particular service. All of the
engagements and fees for 2014 were pre-approved by the Audit Committee.
The Board recommends a vote FOR the
ratification of the appointment of the independent registered public accounting
firm. All proxies executed and returned without an indication as to how shares
should be voted will be voted FOR the ratification of the
appointment of the independent registered public accounting firm.
OTHER MATTERS
As of the date of this Proxy Statement, management does not
know of any other matter that will come before the meeting.
By Order of the Board of Directors,
/s/ Mary Anne Tooke |
Mary Anne Tooke |
Legal Counsel & Corporate Secretary |
Uranerz Energy Corporation |
May 14, 2015
Please sign and return the enclosed form of proxy promptly.
If you decide to attend the meeting, you may, if you wish, revoke the proxy and
vote your shares in person.
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Appendix A Form of Proxy Card
Important Notice Regarding the
Availability of Proxy Materials for the Annual Meeting of Stockholders to be
held on June 29, 2015. This Proxy Statement and our 2014 Annual Report to
Stockholders are available at:
http://www.uranerz.com/s/2015annualmeeting.asp
|| FOLD AND DETACH HERE ||
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS OF
URANERZ ENERGY
CORPORATION
June 29, 2015
PROXY SOLICITED BY BOARD OF DIRECTORS
TO VOTE, PLEASE DO ONE OF:
MAIL Sign, date and mail your
proxy card in the envelope provided as soon as possible; OR
FACSIMILE - Sign, date and fax
your proxy card to Corporate Stock Transfer at (303) 282-4986; OR
INTERNET You can vote by
visiting the website https://secure.corporatestock.com/vote.php
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE OR BY FAX. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
The Board of Directors Recommends a Vote FOR ALL NOMINEES
in Item 1.
Item 1. ELECTION OF |
|
NOMINEES |
To change the address on your account, please check this box [ ] and indicate your new
address in the space below. Please note that changes to
the registered name(s) on the account may not be submitted via this method. |
|
|
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DIRECTORS. |
|
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|
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|
[ ] |
FOR ALL NOMINEES |
|
o |
Glenn Catchpole |
|
|
|
o |
Dennis Higgs |
|
[ ] |
WITHHOLD AUTHORITY |
|
o |
Paul Goranson |
|
|
FOR
ALL NOMINEES* |
|
o |
Paul Saxton |
|
|
|
o |
Gerhard Kirchner |
|
INSTRUCTION: By marking Withhold Authority for All Nominees your shares will not be voted FOR or AGAINST any Nominee. However, your shares will still be counted for
the purposes of establishing a quorum at the annual meeting. |
|
o |
Peter Bell |
|
|
o |
Arnold Dyck |
|
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|
Vote FOR an individual nominee by |
|
|
|
filling in the appropriate circle
above. |
|
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|
INSTRUCTION: To withhold authority to
vote for any individual nominee(s), strike
through the name of the individual nominee(s). |
|
|
|
|
|
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|
(continued and to be signed on the
reverse) |
|
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|
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To vote online vote.corporatestock.com
|| FOLD AND DETACH HERE ||
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
The Board of Directors Recommends a
Vote FOR in Item 2.
Item 2. RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
|
FOR |
AGAINST |
ABSTAIN |
|
|
|
|
To ratify the appointment of the Companys independent
registered public accounting firm, Manning Elliott LLP, for the
fiscal year ending December 31, 2015. |
[ ]
|
[ ]
|
[ ]
|
OUR RECORDS STATE THAT YOUR NAME AND SHAREHOLDINGS ARE AS
FOLLOWS:
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If this proxy is properly executed and returned, the shares
represented hereby will be voted in accordance with the votes marked hereon.
A vote to ABSTAIN will not be voted FOR or AGAINST any Item,
but your shares will still be counted for the purposes of establishing a quorum
at the Annual Meeting.
A returned signed proxy card without an indication of how
shares should be voted will be voted FOR the election of all Directors and FOR
the ratification of the appointment of the Companys independent registered
public accounting firm, as disclosed in the Proxy Statement.
Cumulative voting rights are not authorized for the election
of directors.
MARK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING:[ ]
By signing this Proxy you hereby appoint Glenn Catchpole,
CEO of the Company and Dennis Higgs, Executive Chairman of the Company to act as
your proxy at the Annual Meeting and any adjournments thereof and to vote your
shares on the matters shown in this Proxy and any other matters that may come
before the Annual Meeting as instructed in this Proxy.
PLEASE SIGN YOUR PROXY BELOW (JOINT HOLDERS MUST BOTH SIGN):
Signature of Stockholder: ___________________________Date:
_______
Print Name:
___________________________________________________
Title:
___________________________________________________
Signature of Stockholder: ___________________________ Date:
________
Print Name:
___________________________________________________
Title:
___________________________________________________
Note: Please sign exactly as your name or names appear on this
Proxy. When shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full title
as such. If the signer is a corporation, please sign full corporate name by duly
authorized officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized person.
49