Centrus Energy Corp. Reports Results of Annual Stockholder Meeting and Announces Extension of Section 382 Rights Agreement – Law.com

Jun 22, 2021 12:12 PMET

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Centrus Energy Corp. announced the results of its 2021 annual meeting of stockholders held onJune 16, 2021. As ofApril 19, 2021, the meeting's record date, there were 12,918,602 shares of the Company's Class A common stock outstanding, each entitled to one vote, and approximately 79.8 percent of those shares were represented at the annual meeting.

The Company's stockholders passed all five proposals, including electing the eight director nominees for a term of one year; approving the Section 382 Rights Agreement, as amended; approving the 2014 Equity Incentive Plan, as amended and restated; approving, on an advisory basis, the Company's 2020 executive compensation (i.e., "say on pay"); and ratifying the appointment of PricewaterhouseCoopers LLP as the Company's independent auditors for 2021.

Stockholders reelected W.Thomas Jagodinski,Tina W. Jonas,William J. Madia,Daniel B. Poneman,Neil S. Subin, andMikel H. Williamsto the Board of Directors, and newly electedKirkland H. DonaldandBradley J. Sawatzketo the Board of Directors.

Kirkland H. Donaldserved as a nuclear trained submarine officer for 37 years, achieving the rank of Admiral. His last assignment in theNavywas a successful eight-year term as the Director, Naval Nuclear Propulsion Program. This is a dual agency program responsible to the United States Departments of Defense and Energy for the safe and effective operation of all nuclear-powered warships and supporting infrastructure. The program is recognized worldwide for excellence in reactor safety and reliability. Following retirement in 2013, he was the President and Chief Executive Officer of Systems Planning and Analysis, Inc., until 2015. His public board service includes Entergy Corporation (NYSE:ETR), where he serves on the Finance Committee and is Chairman of the Nuclear Committee. He supports the Audit Committee on matters pertaining to cybersecurity. He also serves as Chairman of the Board for Huntington Ingalls Industries, Inc. (NYSE:HII) and is a member of the Finance and Cybersecurity Committees. Additionally, Admiral Donald serves on the board of the non-profit, Battelle, and the privately held CyberCore Technologies. Admiral Donald advises the Australian government on matters pertaining to submarine programs. Admiral Donald graduated from theUnited States Naval Academywith a Bachelor of Science in Ocean Engineering.

Bradley J. Sawatzkewas appointed Chief Executive Officer of Energy Northwest (EN) inApril 2018. He previously served as Chief Operating Officer/Chief Nuclear Officer, beginning inDecember 2014, with responsibility for all EN generating units. He joined Energy Northwest as vice president of Nuclear Generation/Chief Nuclear Officer inDecember 2010. Mr. Sawatzke also serves on the Institute of Nuclear Power Operations board of directors and accrediting board, Association of Washington Business executive committee, Nuclear Energy Institute board of directors, and the Tri-City Development Council (serving the Pacific Northwest) executive committee. Mr. Sawatzke holds a Bachelor of Science and Applied Physics fromWinona State Universityand is a graduate of the Harvard Advanced Management Program.

The Company also announced today that after obtaining the approval of stockholders at it 2021 annual meeting, it had entered into the fourth amendment to the Company's Section 382 Rights Agreement (the "Rights Plan") designed to preserve the Company's substantial tax assets associated with net operating loss carryforwards ("NOLs") under Section 382 of the Internal Revenue Code ("Section 382"). The fourth amendment extends the Rights Plan throughJune 30, 2023. The Rights Plan is similar to plans adopted by other public companies with significant NOLs.

Pursuant to U.S. federal income tax rules, the Company's use of certain tax assets could be substantially limited if the Company experiences an "ownership change" (as defined in Section 382). In general, an ownership change occurs if the ownership of the Company's stock by "5 percent stockholders" increases by more than 50 percent over the lowest percentage owned by such stockholders at any time during the prior three years on a rolling basis.

For additional details regarding the amendment to the Rights Plan, please see the Company's forthcoming Current Report on Form 8-K and amendment to Registration Statement on Form 8-A to be filed with the Securities and Exchange Commission.

About Centrus Energy

Centrus Energy is a trusted supplier of nuclear fuel and services for the nuclear power industry. Centrus provides value to its utility customers through the reliability and diversity of its supply sources helping them meet the growing need for clean, affordable, carbon-free electricity. Since 1998, the Company has provided its utility customers with more than 1,750 reactor years of fuel, which is equivalent to 7 billion tons of coal. With world-class technical and engineering capabilities, Centrus is also advancing the next generation of centrifuge technologies so that America can restore its domestic uranium enrichment capability in the future. Find out more atwww.centrusenergy.com.

Contacts:

Investors:Dan Leistikow(301) 564-3399 or[emailprotected]Media:Lindsey Geisler(301) 564-3392 or[emailprotected]

URL : http://www.centrusenergy.com.

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Centrus Energy Corp. Reports Results of Annual Stockholder Meeting and Announces Extension of Section 382 Rights Agreement - Law.com