Westwater Resources (WWR) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 22, 2026, with stockholders voting on six key proposals, including director elections, amendments to the incentive plan, share authorization, executive compensation, auditor ratification, and convertible note share issuance.

• The Board recommends voting in favor of all proposals and has provided detailed proxy materials online for stockholder review.

• The meeting format is virtual-only to enhance accessibility, and stockholders must pre-register to participate.

Voting matters and shareholder proposals

• Election of five directors: Terence J. Cryan, Frank Bakker, Tracy D. Pagliara, Karli S. Anderson, and Deborah A. Peacock.

• Amendment to the 2013 Omnibus Incentive Plan to increase shares available for equity awards by 6.1 million.

• Increase in authorized common stock from 200 million to 400 million shares.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Baker Tilly US, LLP as independent auditor for 2026.

• Approval for issuance of shares exceeding 20% of outstanding stock upon conversion of convertible notes, in compliance with NYSE American Rule 713(a).

Board of directors and corporate governance

• Board consists of five nominees, with a mix of independent and non-independent directors.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Safety and Sustainability.

• All directors attended all meetings in 2025; independent directors met in executive session.

• Board leadership is separated between Executive Chairman and CEO roles.

• Board reviews director independence annually; three directors are independent.