UR-ENERGY INC. Announces 2024 Annual and Special Meeting of Shareholders

TL;DR

UR-ENERGY INC. is holding its Annual and Special Meeting on June 6, 2024, to elect directors, re-appoint auditors, and vote on executive compensation.

AI Summary

UR-ENERGY INC (URG) filed a Proxy Statement (DEF 14A) with the SEC on April 23, 2024. The Annual and Special Meeting of Shareholders for UR-ENERGY INC. will be held on June 6, 2024, at 1:00 p.m. Mountain Time in Littleton, Colorado. Shareholders will vote on the election of seven (7) directors, each serving until the next annual meeting. The meeting agenda includes re-appointing PricewaterhouseCoopers LLP as independent auditors. A 'say-on-pay' proposal to approve the compensation of named executive officers will be presented for an advisory vote. The Board of Directors recommends a vote 'FOR' each of the seven director nominees.

Why It Matters

For investors and stakeholders tracking UR-ENERGY INC, this filing contains several important signals. This filing is a proxy statement (DEF 14A) detailing the agenda and proposals for the upcoming shareholder meeting, which is crucial for corporate governance and shareholder rights. Key decisions regarding board composition and auditor selection will be made, directly impacting the company's oversight and financial reporting integrity.

Risk Assessment

Risk Level: — UR-ENERGY INC shows moderate risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational risks disclosed.

Analyst Insight

Shareholders should review the proxy materials to make informed voting decisions on director elections, auditor appointments, and executive compensation.

Key Numbers

• 7 — Directors (Number of directors to be elected at the meeting)
• 1:00 p.m. — Meeting Time (Time of the Annual and Special Meeting of Shareholders)

Key Players & Entities

• UR-ENERGY INC. (company) — Registrant and filer of the proxy statement
• PricewaterhouseCoopers LLP (company) — Proposed independent auditors
• June 6, 2024 (date) — Date of the Annual and Special Meeting of Shareholders
• Littleton, Colorado (location) — Location of the Annual and Special Meeting of Shareholders

FAQ

Industry Context

UR-ENERGY INC. operates in the gold and silver ores industry, as indicated by its SIC code.

Regulatory Implications

This filing is made under the Securities Exchange Act of 1934, specifically Section 14(a) concerning proxy solicitations.

What Investors Should Do

1. Review the proxy statement for details on director nominees and their qualifications.
2. Understand the proposals regarding auditor re-appointment and executive compensation.
3. Vote in accordance with personal investment strategy and the Board's recommendations.

Key Dates

• 2024-06-06: Annual and Special Meeting of Shareholders — Shareholders will vote on director elections, auditor re-appointment, and executive compensation.

Year-Over-Year Comparison

This is a DEF 14A filing for the 2024 Annual Meeting, following standard proxy statement procedures.

Key Financial Figures

• $1.00 — s reported by the Bank of Canada, was US$1.00 = C$1.3578. This Circular, the proxy c
• $1.3578 — d by the Bank of Canada, was US$1.00 = C$1.3578. This Circular, the proxy card or vote

Filing Documents

• urg_def14a.htm (DEF 14A) — 896KB
• urg_def14aimg1.jpg (GRAPHIC) — 6KB
• urg_def14aimg10.jpg (GRAPHIC) — 19KB
• urg_def14aimg11.jpg (GRAPHIC) — 21KB
• urg_def14aimg12.jpg (GRAPHIC) — 22KB
• urg_def14aimg13.jpg (GRAPHIC) — 207KB
• urg_def14aimg14.jpg (GRAPHIC) — 134KB
• urg_def14aimg7.jpg (GRAPHIC) — 44KB
• urg_def14aimg8.jpg (GRAPHIC) — 23KB
• 0001654954-24-004929.txt ( ) — 1555KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 5 PARTICULARS OF MATTERS TO BE ACTED UPON 6 Proposal No. 1: Election of Directors 6 Proposal No. 2: Re-Appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as our Independent Auditors and Approval for the Directors to Fix the Remuneration of the Auditors 10 Proposal No. 3: Approval, on an Advisory Basis, of the Compensation of the Company's Named Executive Officers 11 MANAGEMENT 12 COMPENSATION PROGRAM 13

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 22 EQUITY INCENTIVE PLANS 24 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL 28 COMPENSATION OF DIRECTORS 31 PAY RATIO CHIEF EXECUTIVE OFFICER COMPENSATION TO MEDIAN EMPLOYEE COMPENSATION 33 PAY VERSUS PERFORMANCE 34 REPORT OF THE AUDIT COMMITTEE 38 39 INDEBTEDNESS OF DIRECTORS AND OFFICERS 50 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 50 HOUSEHOLDING 51 ACCOMPANYING FINANCIAL INFORMATION AND INCORPORATION BY REFERENCE 51 ANNUAL REPORT TO SHAREHOLDERS 52 SHAREHOLDER PROPOSALS 52 AVAILABILITY OF DOCUMENTS 52 OTHER MATTERS 52 APPROVAL 52 ii UR-ENERGY INC. 10758 West Centennial Road, Suite 200 Littleton, Colorado 80127 MANAGEMENT PROXY CIRCULAR ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS JUNE 6, 2024 SOLICITATION OF PROXIES This Management Proxy Circular (the "Circular") is furnished in connection with the solicitation by the management of Ur-Energy Inc. ("we," "us," the "Company" or "Ur-Energy") of proxies for use at the annual and special meeting of shareholders of the Company (the "Meeting") to be held in person at the Hampton Inn & Suites, 7611 Shaffer Parkway, Littleton, Colorado 80127 on Thursday, June 6, 2024 commencing at 1:00 p.m. Mountain Time, and at any adjournment thereof, for the purposes set forth in the accompanying Notice of Meeting (the "Notice"). The solicitation will be primarily by mail, but proxies may also be solicited personally or by telephone by directors, officers, employees, or representatives of the Company. All costs of solicitation will be borne by the Company. This Circular and related proxy materials are first being distributed or made available to shareholders beginning on or about April 23, 2024. The information contained herein is given as at April 9, 2024, unless otherwise indicated. We plan to hold our annual meeting in person on June 6, 2024. We will continue our practice of allowing sha

SECURITY OWNERSHIP OF

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Management

Security Ownership of Management As of April 9, 2024, our Record Date, we had 281,626,324 Common Shares issued and outstanding, and 4,766,676 stock options which may be exercised currently or within the sixty (60) days following April 9, 2024. Name of Holder Number of Common Shares of Ur-Energy Percentage of Issued and Outstanding Common Shares of Ur-Energy Directors and Named Executive Officers (1)(2) W. William Boberg (3) 1,493,486 * John W. Cash 1,046,954 * Rob Chang 570,067 * Elmer W. Dyke 0 * James M. Franklin (3) 811,445 * Penne A. Goplerud 942,718 * Steven M. Hatten 776,133 * Gary C. Huber 805,418 * Thomas H. Parker 824,232 * John Paul Pressey 0 * Ryan S. Schierman (1) 483 * Roger L. Smith 1,201,201 * Kathy E. Walker 795,594 * Directors and executive officers, as a group (13 persons) 9,267,731 3.29% ___________________________ * Less than one percent (1) Address for each director and executive officer: 10758 West Centennial Road, Suite 200, Littleton, Colorado 80127. (2) The beneficial ownership shown for all holders in this table represents Common Shares and all options which may be exercised currently or within sixty (60) days following April 9, 2024. For our Directors and executive officers, this represents the following: Boberg (1,036,991 Common Shares, 456,495 options); Cash (458,184 Common Shares, 588,770 options); Chang (73,572 Common Shares, 496,495 Options); Franklin (666,133 Common Shares, 145,312 options); Goplerud (412,895 Common Shares, 529,823 options); Hatten (303,977 Common Shares, 472,156 options); Huber (308,923 Common Shares, 496,495 options); Parker (327,737 Common Shares, 496,495 options); Smith (613,061 Common Shares, 588,140 options); and Walker (299,099 Common Shares, 496,495 options). Additionally, Mr. Schierman holds 483 Common Shares at the Record Date. As of the Record Date, April 9, 2024, neither Mr. Dyke nor Mr. Pressey currently

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners The following table sets forth the beneficial ownership of the Company's Common Shares as of April 9, 2024, by each person (other than the Directors and executive officers of the Company) who owned of record, or was known to own beneficially, more than 5% of the outstanding voting shares of our Common Shares. 5 Table of Contents Name of Holder Number of Common Shares of Ur-Energy Percentage of Issued and Outstanding Common Shares of Ur-Energy Major Shareholders Azarias Capital Management L.P. (1) 14,419,099 5.42 % CQS (UK) LLP (2) 14,006,553 5.27 % Global X Management Company LLC (3) 14,150,996 5.32 % MMCAP International Inc. SPC ( 4) 23,742,647 9.32 % (1) Azarias Capital Management L.P. filed a Schedule 13G dated January 23, 2024, indicating holdings at December 31, 2023 of 14,419,099 Ur-Energy Common Shares, representing 5.42% of the Company's Common Shares. (2) CQS (UK) LLP filed a Schedule 13G dated February 26, 2024, indicating holdings at December 31, 2023, of 14,006,553 Ur-Energy Common Shares, representing 5.27% of the Company's Common Shares. The Section 13G filing was calculated and filed based upon UrEnergy Common Shares issued and outstanding at October 26, 2023 of 265,989,118 Common Shares. (3) Global X Management Company LLC filed a Schedule 13G dated February 14, 2024, indicating holdings at December 31, 2023 of 14,150,996 Ur-Energy Common Shares, representing 5.32% of the Company's Common Shares. (4) MMCAP International Inc. SPC filed a Schedule 13G dated February 13, 2024, indicating holdings at December 31, 2023 of 23,742,647 Ur-Energy Common Shares as between itself and its affiliate MM Asset Management Inc. Additionally, the filing reports the ownership of warrants exercisable for the purchase of up to 9,557,500 Common Shares. The warrants include a beneficial ownership limitation that would preclude exercise of the Warrants if, as a result of th

View Full Filing

View this DEF 14A filing on SEC EDGAR