DEF 14A 1 wwr-20210521xdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ⌧

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))
⌧	Definitive Proxy Statement
◻	Definitive Additional Materials
◻	Soliciting Material under §240.14a-12

WESTWATER RESOURCES, INC.

(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):


⌧	No fee required.

◻	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:

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◻	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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Suite 300

Westwater Resources, Inc.

6950 S. Potomac Street, Suite 300

Centennial, Colorado 80112

www.westwaterresources.net

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

To the stockholders of Westwater Resources, Inc.:

We will hold our 2021 Annual Meeting of Stockholders on May 21, 2021 at 9:00 a.m., local time, at our headquarters, located at 6950 South Potomac Street, Suite 300, Centennial, Colorado 80112, to consider and vote upon the following matters:

Approve the issuance of shares of common stock to Lincoln Park Capital Fund pursuant to New York Stock Exchange American Company Guide Rule 713(a).

Approve an amendment to our 2013 Omnibus Incentive Plan, as amended, to increase the authorized number of shares of common stock available and reserved for issuance under such plan by 1,500,000 shares.

Elect as directors the five nominees named in the accompanying proxy statement.

Provide advisory approval of our executive compensation.

Ratify the appointment of Moss Adams LLP as our independent registered public accountant for 2021.

Transact such other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

The Board has fixed the close of business on March 25, 2021 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting or at any adjournment or postponement thereof.

Stockholders are cordially invited to attend the meeting in person. Whether or not you plan to be present at the meeting, you are requested to sign and return the enclosed proxy in the enclosed envelope, or vote all of your shares over the telephone or over the Internet, so that your shares may be voted in accordance with your wishes and in order that the presence of a quorum may be assured. The giving of such proxy will not affect your right to vote in person, should you later decide to attend the meeting. Please date and sign the enclosed proxy and return it promptly in the enclosed envelope, or vote over the telephone or Internet. Your vote is important.


	By Order of the Board of Directors,

	/s/ JOHN W. LAWRENCE

	John W. Lawrence, Secretary

Centennial, Colorado

March 26, 2021

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be Held on May 21, 2021:

The Notice of Annual Meeting, Proxy Statement and 2020 Annual Report to Stockholders

are available at www.westwaterresources.net.

2021 PROXY STATEMENT SUMMARY

This summary highlights selected information contained in this proxy statement, but it does not contain all the information you should consider. We urge you to read the whole proxy statement and our 2020 Annual Report before you vote. This proxy statement is being made available to stockholders on or about April 2, 2021.

2021 ANNUAL MEETING OF STOCKHOLDERS


Date and Time:	May 21, 2021, at 9:00 a.m., local time

Record Date:	Thursday, March 25, 2021

Place:	Westwater Corporate Headquarters
	6950 South Potomac Street, Suite 300
	Centennial, Colorado 80112

VOTING MATTERS AND BOARD RECOMMENDATIONS


Matter		Board Recommendation
1. Approval, pursuant to New York Stock Exchange American Company Guide Rule 713(a), of the issuance of more than 19.99% of the Company’s issued and outstanding stock pursuant to a purchase agreement entered into between the Company and Lincoln Park Capital Fund, LLC on December 4, 2020 (page 6)		FOR
2. Approval of an increase in the number of shares available under our 2013 Omnibus Incentive Plan (page 10)		FOR
3. Election of five nominees to our Board of Directors (page 18)		FOR each Director Nominee
4. Advisory vote to approve our executive compensation (page 43)		FOR
5. Ratification of the appointment of Moss Adams LLP as our independent registered public accounting firm for 2021 (page 44)		FOR

DIRECTORS OF THE COMPANY AND 2021 NOMINEES FOR DIRECTOR

Committees

Nominating

Health, Safety

Director

and

Name

Age

Since

Audit

Compensation

Corporate Governance

Environment

Terence J. Cryan*

2017; 2006-16

Ch.

Christopher M. Jones

2013

Ch.

Tracy D. Pagliara*

2017

Karli S. Anderson*

2018

Ch.

Deborah A. Peacock*

2020

Ch.

*	independent director

TABLE OF CONTENTS


	Page
PROXY STATEMENT 2020 ANNUAL MEETING OF STOCKHOLDERS	1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	1
PROPOSAL 1: APPROVAL OF THE ISSUANCE OF MORE THAN 19.99% OF THE COMPANY’S ISSUED AND OUTSTANDING COMMON STOCK PURSUANT TO THE PURCHASE AGREEMENT WITH LINCOLN PARK CAPITAL FUND, LLC	6
AGREEMENT WITH LINCOLN PARK	6
INtENdED USE OF THE PURCHASE AGREEMENT	7
REQUIREMENT TO SEEK STOCKHOLDER APPROVAL	7
EFFECT OF FAILURE TO OBTAIN STOCKHOLDER APPROVAL	8
REASONS FOR TRANSACTION AND EFFECT ON CURRENT STOCKHOLDERS	8
EFFECT OF APPROVAL	9
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD OF DIRECTORS	9
PROPOSAL 2: AMENDMENT TO OUR 2013 OMNIBUS INCENTIVE PLAN	10
REASONS FOR APPROVAL	11
BACKGROUND FOR APPROVAL OF ADDITIONAL SHARES	13
DESCRIPTION OF THE INCENTIVE PLAN	13
EQUITY COMPENSATION PLAN INFORMATION	16
FEDERAL INCOME TAX CONSEQUENCES	16
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	17
PROPOSAL 3: ELECTION OF DIRECTORS	18
DIRECTOR NOMINEES	18
CORPORATE GOVERNANCE	21
bOard of directors	21
bOARD LEADERSHIP STRUCTURE	21
DETERMINATION OF 2021 DIRECTOR NOMINEES	21
DIRECTOR INDEPENDENCE	21
COMMUNICATIONS WITH THE BOARD	21
COMMITTEES OF THE BOARD	22
THE AUDIT COMMITTEE	22
THE COMPENSATION COMMITTEE	22
THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE	23
THE HEALTH, SAFETY, AND ENVIRONMENT COMMITTEE	24
CODE OF ETHICS	24
RELATED PARTY TRANSACTIONS	24
BOARD OVERSIGHT OF RISK MANAGEMENT	25
AUDIT COMMITTEE REPORT	25
DIRECTOR COMPENSATION	27
ANNUAL COMPENSATION	27
EXECUTIVES AND EXECUTIVE COMPENSATION	28

EXECUTIVE OFFICERS	28
COMPENSATION DISCUSSION AND ANALYSIS	28
PHILOSOPHY AND OBJECTIVES OF OUR COMPENSATION PLAN	29
HOW EXECUTIVE COMPENSATION IS DETERMINED	29
2013 OMNIBUS INCENTIVE PLAN	31
eXECUTIVE COMPENSATION ELEMENTS	31
historical actions taken by the board and compensation committee resulting in a favorable vote on the say-on-pay proposal in 2020	31
deliberations of the compensation committee regarding the neo performance in 2020	32
2020 grants of plan-based awards	33
evaluation of neo performance in fiscal 2020	37
TAX TREATMENT	39
COMPENSATION COMMITTEE REPORT	39
2020 SUMMARY COMPENSATION TABLE	40
2020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END	40
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	40
EMPLOYMENT AGREEMENTS	41
PROPOSAL 4: ADVISORY APPROVAL OF COMPENSATION OF THE NAMED EXECUTIVE OFFICERS	43
PROPOSAL 5: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS	44
AUDIT AND NON-AUDIT FEES	44
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES	44
OWNERSHIP OF WESTWATER COMMON STOCK	45
OTHER BUSINESS	45
DELIVERY OF STOCKHOLDER DOCUMENTS	45
SOLICITATION OF PROXIES; PAYMENT OF SOLICITATION EXPENSES	46
ADJOURNMENTS AND POSTPONEMENTS	46
FUTURE STOCKHOLDER PROPOSALS	46
ANNUAL REPORT TO STOCKHOLDERS	47
appendix a fourth amendment to westwater resources, inc. 2013 omnibus incentive plan	A-1
APPENDIX B WESTWATER RESOURCES, INC. 2013 OMNIBUS INCENTIVE PLAN AS AMENDED	B-1

Westwater Resources, Inc.

6950 S. Potomac Street, Suite 300

Centennial, Colorado 80112

www.westwaterresources.net

PROXY STATEMENT

2021 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement is furnished in connection with the solicitation of proxies by Westwater Resources, Inc. (“Westwater” or the “Company”) on behalf of its Board of Directors for the 2021 Annual Meeting of Stockholders (“Annual Meeting”).

Questions and Answers About the Annual Meeting

Q: Why am I receiving this proxy statement?

A: You are receiving this proxy statement because you have been identified as a holder of the Company’s common stock as of the close of business on March 25, 2021, the record date for the 2021 Annual Meeting of Stockholders.

Q: When and where is the Annual Meeting?

A: The Annual Meeting will take place on May 21, 2021 at 9:00 a.m., local time, at our headquarters, located at 6950 South Potomac Street, Suite 300, Centennial, Colorado 80112.

Q: What are holders of commons stock being asked to vote on?

A: Holders of common stock are being asked to:

●

Proposal 1: Approve, pursuant to New York Stock Exchange American Company Guide Rule 713(a), the issuance of more than 19.99 percent of the Company’s issued and outstanding stock to Lincoln Park Capital Fund, LLC pursuant to a purchase agreement entered into between the Company and Lincoln Park Capital Fund, LLC on December 4, 2020 (the “Purchase Agreement”).

●

Proposal 2: Approve an amendment to the Westwater Resources, Inc. 2013 Omnibus Incentive Plan to increase the authorized number of shares of common stock available and reserved for issuance under such plan by 1,500,000 shares;

●

Proposal 3: Elect as directors the five nominees named in this proxy statement.

●

Proposal 4: Provide advisory approval of our executive compensation.

●

Proposal 5: Ratify the appointment of Moss Adams LLP as our independent registered public accountant for 2021.

In addition, we may consider such other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Q: Why is the Company seeking stockholder approval of the common stock issuance proposal?

A: As a result of our listing on New York Stock Exchange American as of March 19, 2021, issuances of our common stock are subject to New York Stock Exchange American Company Guide Rule 713(a), which requires us to obtain stockholder approval prior to the issuance of securities in connection with a transaction, other than a public offering, involving the sale, issuance or potential issuance by us of more than 19.99 percent of our outstanding shares of our

common stock (or securities convertible into or exercisable for shares of our common stock) at a price less than the lower of (i) the closing price (as reflected on Nasdaq.com, where we were previously listed) immediately preceding the signing of the binding agreement, or (ii) the average closing price of the common stock (as reflected on Nasdaq.com where we were previously listed) for the five trading days immediately preceding the signing of the binding agreement.

Future sales under the Purchase Agreement may result in the issuance by us of more than 19.99% of our outstanding shares of our common stock, which requires stockholder approval for purposes of New York Stock Exchange American Company Guide Rule 713(a). Accordingly, we are seeking approval from our stockholders of the proposed issuances of shares under the Purchase Agreement. We intend to use the Purchase Agreement as a source of capital to finance the design, engineering and construction of a commercial-scale, battery-grade graphite proceeding plant that is intended to be located in the State of Alabama.

Q: Why is the Company seeking an amendment to the 2013 Omnibus Incentive Plan?

A: This amendment will allow the Company to grant stock-based awards over the next several years to continue to align compensation with stockholder value.

Q: Who is eligible to vote at the Annual Meeting?

A: Holders of common stock as of the close of business on March 25, 2021, the record date for the Annual Meeting, or their duly authorized proxy holders, are eligible to vote. As of the close of business on the record date, there were 32,336,315 shares of common stock outstanding and entitled to vote at the Annual Meeting.

If you own shares that are registered in the name of someone else, such as a broker, bank or other nominee, you need to direct that organization to vote those shares or obtain an authorization from them and vote the shares yourself at the meeting.

Q: How many votes do stockholders have?

A: Holders of common stock are entitled to cast one vote on each proposal properly brought before the Annual Meeting for each share of common stock that such holder owned at the close of business on the record date.

As of the record date, directors and executive officers of the Company as a group beneficially owned and were entitled to vote approximately 190,134 shares of common stock, representing less than 1% of the shares of common stock entitled to vote at the Annual Meeting. All of the directors and executive officers of the Company who are entitled to vote at the Annual Meeting have advised the Company that they intend to vote their shares of common stock in favor of each of the proposals, although such persons have not entered into agreements obligating them to do so.

Q: What vote is required to approve each of the proposals?

A: Assuming a quorum is present:

●

Election of Directors: For Proposal 3, directors are elected by a plurality, and the five nominees for director who receive the most FOR votes at the Annual Meeting in person or by proxy will be elected to the Board. Abstentions, “broker non-votes” and shares that are voted “withhold” in regards to a director nominee will not be counted toward such nominee’s election and will have no effect on the outcome of the election.

●

All Other Proposals: For the other proposals and any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting, the affirmative vote of a majority of the votes cast on such proposals or other business at the Annual Meeting in person or by proxy is required for approval. Abstentions and “broker non-votes” are not treated as cast either for or against any such proposals or other business, and therefore will not affect the outcome of the vote.

Q: What constitutes a quorum for the Annual Meeting?

A: The presence in person or by proxy of the holders of one-third of the votes entitled to be cast at the Annual Meeting constitutes a quorum under the Company’s bylaws. The Company will treat shares of common stock represented by a properly signed and returned proxy, including abstentions and broker non-votes, as present at the Annual Meeting for the purposes of determining the existence of a quorum. If a quorum is not present, the holders of record of a majority of such shares present and entitled to vote may adjourn the Annual Meeting until a quorum is obtained.

Q: How does the Board recommend that I vote?

A: The Board unanimously recommends that you vote “FOR” each of the proposals, including each director nominee.

Q: What happens if I don’t vote?

A: If you are the beneficial owner of shares held in “street name” (that is, if you hold your shares through a broker, bank or other holder of record), the broker, bank or other holder of record who holds your shares of common stock will have authority to vote on “routine” proposals, such as the ratification of the appointment of Moss Adams LLP as our independent registered public accountants for 2021 (Proposal 5).

However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to non-routine matters, such as the approval of the common stock issuance proposal (Proposal 1), the approval of an amendment to the Westwater Resources, Inc. 2013 Omnibus Incentive Plan (Proposal 2), the election of directors (Proposal 3), and advisory approval of our executive compensation (Proposal 4), if you have not submitted voting instructions to the broker, bank or other nominee. As a result, absent specific instructions from the beneficial owner of such shares, brokers, banks or other holders of record are not empowered to vote such shares on non-routine matters, which we refer to as a “broker non-vote.” The effect of not instructing your broker, bank or other holder of record regarding how you wish your shares to be voted will NOT be counted as “FOR” or “AGAINST” for these non-routine matters, and will NOT have an effect on Proposals 1, 2, 3 or 4.

No matter how many or few shares you own you are encouraged to vote and have your voice heard.

Q: What do I need to do now?

A: After carefully reading and considering the information contained in this proxy statement, please vote promptly by calling the toll-free number listed on your proxy card, accessing the Internet website listed on your proxy card or by completing, signing and dating your proxy card and returning it by mail in the enclosed postage-paid envelope.

If you hold your stock in “street name” through a bank or broker, you must direct your bank or broker to vote in accordance with the instructions you have received from your bank or broker. Submitting your proxy by telephone, Internet or mail or directing your bank or broker to vote your shares will ensure that your shares are represented and voted at the Annual Meeting. For information on how to vote your shares in person at the Annual Meeting, see “Can I attend the Annual Meeting and vote my shares in person?” below.

Q: How do I vote?

A: Stockholders of record may vote, either in person or by proxy, through the following methods:

●

Via the Internet: You may vote by proxy via the Internet by following the instructions on the proxy card. You will be asked to provide the company number and control number from the enclosed proxy card.

●

By Telephone: You may vote by proxy by calling the toll-free number found on the proxy card.

●

By Mail: You may vote by proxy by filling out the proxy card and sending it back in the envelope provided.

●

In Person: You may attend the Annual Meeting and vote in person.

If you are a beneficial owner of shares held in “street name” (that is, if you hold your shares through a broker, bank or other holder of record), you can vote in one of four ways:

●

Via the Internet: You may vote via the Internet by following the instructions on the voting instruction form accompanying the proxy materials.

●

By Telephone: You may vote by proxy by calling the toll-free number found on the voting instruction form.

●

By Mail: You may vote by proxy by filling out the voting instruction form and sending it back in the envelope provided.

●

In Person: You must obtain a legal proxy from the organization that holds your shares if you wish to attend the Annual Meeting and vote in person. You will need to ask the broker, bank or other nominee holding your shares for a legal proxy and bring the legal proxy with you to the Annual Meeting. You will not be able to vote your shares at the meeting without a legal proxy. If you request a legal proxy, any previously executed proxy will be revoked, and your vote will not be counted unless you appear at the Annual Meeting and vote in person or legally appoint another proxy to vote on your behalf.

Q: How will my proxy be voted?

A: All shares of common stock represented at the Annual Meeting by properly executed proxy cards, voted over the telephone or voted over the Internet will be voted in accordance with the instructions indicated on those proxies. If you hold shares in your name and sign and return a proxy card or submit a proxy by telephone or over the Internet without giving specific voting instructions, your shares will be voted “FOR” each director nominee and all other proposals.

Q: If my broker holds my shares in “street name,” will my broker automatically vote my shares for me?

A: No. If you do not provide your broker with instructions on how to vote your “street name” shares, your broker will not be permitted to vote on non-routine matters on your behalf. You should therefore be sure to provide your broker with instructions on how to vote your shares, following the directions your broker provides to you. Please check the voting form used by your broker to see if the broker offers telephone or Internet voting.

All stockholders are urged to have their voices heard on this important matter—please vote your shares today.

Q: Can I attend the Annual Meeting and vote my shares in person?

A: Yes. All stockholders, including stockholders of record and stockholders who hold their shares through banks, brokers, custodians or any other record holder, are invited to attend the Annual Meeting. Holders of record of common stock as of the record date can vote in person at the Annual Meeting. If you are not a stockholder of record, you must obtain a valid proxy, executed in your favor, from the record holder of your shares, such as a bank, broker, custodian or other record holder, to be able to vote in person at the Annual Meeting.

If you plan to attend the Annual Meeting, you must hold your shares in your own name, have a letter or recent brokerage statement from the record holder of your shares confirming your ownership or have a valid proxy authorizing you to vote shares at the meeting, and you must bring a form of personal photo identification with you in order to be admitted. The Company reserves the right to refuse admittance to anyone without proper proof of share ownership, proper authorization to vote shares, or proper photo identification.

Q: What does it mean if I receive more than one set of materials?

A: This means you own shares of the Company that are registered under different names. For example, you may own some shares directly as a stockholder of record and other shares through a broker, or you may own shares through more than one broker. In these situations, you will receive multiple sets of proxy materials. You must complete, sign, date and return all of the proxy cards or follow the instructions for any alternative voting procedures on each of the proxy cards you receive in order to vote all of the shares you own. Each proxy card you receive will come with its own postage-paid return envelope; if you vote by mail, make sure you return each proxy card in the return envelope that accompanied that proxy card.

Q: What can I do if I want to change or revoke my vote?

A: You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by attending the Annual Meeting and voting in person, or if you are a holder of record, by giving written notice of revocation to the Company prior to the time the meeting begins. Written notice of revocation should be mailed to: Westwater Resources, Inc., Attention: Secretary, 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112.

If you hold your shares in “street name,” and wish to change or revoke your vote, please refer to the information on the voting instruction form included with these materials and forwarded to you by your bank, broker, custodian or other record holder to see your voting options.

Q: Whom should I call if I have questions about the Annual Meeting?

A: You should call Alliance Advisors, our proxy solicitor, at (855) 600-8107 or our corporate secretary, at (303) 531-0516.

PROPOSAL 1

APPROVAL OF THE ISSUANCE OF MORE THAN 19.99% OF THE COMPANY’S ISSUED AND OUTSTANDING COMMON STOCK PURSUANT TO THE PURCHASE AGREEMENT WITH LINCOLN PARK CAPITAL FUND, LLC

On December 4, 2020, we entered into a purchase agreement (the “Purchase Agreement”), and a registration rights agreement (the “Registration Agreement”), with Lincoln Park Capital Fund, LLC, an Illinois limited liability company (“Lincoln Park”), pursuant to which Lincoln Park has committed to purchase up to $100.0 million of the Company’s common stock, $0.001 par value per share. We are submitting this Proposal 1 to you in order to obtain the requisite stockholder authorization in accordance with the requirements of the Purchase Agreement and New York Stock Exchange American (“NYSE American”) Company Guide Rule 713(a) to sell shares of our common stock, if we so choose, to Lincoln Park in excess of 19.99% of our outstanding shares of common stock as of the date of the Purchase Agreement, as more fully described below. As of March 25, 2021, the Company has sold approximately 19.9% of the outstanding shares of common stock as of the date of the Purchase Agreement, also as more fully described below.

Agreement with Lincoln Park

Under the terms and subject to the conditions of the Purchase Agreement, we have the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase, up to $100.0 million worth of shares of our common stock. Sales of common stock by the Company are subject to certain limitations, and may occur from time to time, at our sole discretion, over the 36-month period commencing after the satisfaction of certain conditions set forth in the Purchase Agreement. Such conditions were satisfied on January 7, 2021 (the “Commencement Date”).

Under the Purchase Agreement, the Company may direct Lincoln Park to purchase up to 100,000 shares of common stock on any business day (each, a “Regular Purchase”), subject to a maximum purchase commitment of $1,000,000 per Regular Purchase. In addition, provided the closing price of our common stock exceeds a certain threshold price set forth in the Purchase Agreement and we have directed Lincoln Park to purchase the maximum amount of shares in a Regular Purchase, we may, from time to time and at our sole discretion, also direct Lincoln Park to purchase additional shares of our common stock in “accelerated purchases,” and “additional accelerated purchases” as set forth in the Purchase Agreement. The purchase price per share is based on the market price of our common stock at the time of sale as computed under the Purchase Agreement.

The purchase price for Regular Purchases equals 95% of the lower of (i) the lowest sale price of our common stock on the purchase date, or (ii) the arithmetic average of the three lowest closing sale prices for our common stock during the ten consecutive trading days ending on the trading day immediately preceding the purchase date. A purchase notice for a Regular Purchase may only be issued after the markets have closed (i.e., after 4:00 pm eastern time), which ensures that the purchase price is always known and fixed at the time the purchase notice is issued.

On any trading day when the closing price of our common stock is above $0.50 and when the maximum Regular Purchase has been made as described above, we also have the right (but not the obligation), in our sole discretion, to present Lincoln Park with a purchase notice for an accelerated purchase (an “Accelerated Purchase”). An Accelerated Purchase directs Lincoln Park to purchase up to the lesser of (i) three times the number of shares purchased pursuant to a Regular Purchase, or (ii) 30% of the trading volume on the date of the Accelerated Purchase, in each case at a purchase price equal to 95% of the lower of the volume weighted average price of our common stock during the Accelerated Purchase measurement period on the applicable Accelerated Purchase date and the closing sale price of our common stock on the applicable Accelerated Purchase date.

Lincoln Park has no right to require the Company to sell any shares of common stock to Lincoln Park, but Lincoln Park is obligated to make purchases as we direct, subject to certain conditions. In all instances, we may not sell shares of our common stock to Lincoln Park under the Purchase Agreement if it would result in Lincoln Park beneficially owning more than 9.99% of our common stock. There are no upper limits on the price per share that Lincoln Park must pay for shares of common stock. There are no trading volume requirements or restrictions under the Purchase Agreement, and we control the timing and amount of any sales of our common stock to Lincoln Park. There are no limitations on use of

proceeds, financial or business covenants, restrictions on future funding, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. The Purchase Agreement may be terminated by us at any time, at our discretion, without any penalty or cost to us. We currently intend to use any net proceeds from the sale of securities to Lincoln Park for general corporate purposes, which may include advancing our graphite business, making additions to our working capital or funding future acquisitions, among other things.

We have agreed with Lincoln Park that we will not enter into any “variable rate” transactions with any third party for 36 months, beginning on the Commencement Date, pursuant to the terms of the Purchase Agreement. We issued to Lincoln Park 150,000 shares of common stock as commitment shares in consideration for entering into the Purchase Agreement.

The Purchase Agreement and Registration Agreement are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 4, 2020.

Intended Use of the Purchase Agreement

We intend to use the Purchase Agreement as a source of capital to finance the design, engineering and construction of a commercial-scale, battery-grade graphite processing plant that is intended to be located in the State of Alabama and known generally as the Coosa Graphite Project.

In February 2021, Westwater announced the commencement of a definitive feasibility study (“DFS”) for the Coosa Graphite Project that will produce designs and drawings for the detailed engineering effort needed before beginning the construction of the processing plant. The DFS also will identify long-lead items and provide detailed specifications for these items to be ordered. The processing plant will proceed in two phases. Phase I will build and operate a commercial-scale processing plant capable of producing 7,500 metric tonnes per year of our three battery-grade products, ULTRA-PMG™, ULTRA-CSPG™, and ULTRA-DEXDG™. In Phase II, the capacity of the processing plant will be increased to produce 15,000 metric tonnes per year. The DFS will address both Phase I and Phase II. The DFS is scheduled to be completed by the end of the second quarter of FY2021. Construction of the processing plant is anticipated to begin at the end of 2021 and continue through 2022.

Westwater plans to utilize the DFS as a basis for engaging financial institutions to fund the design, engineering and construction of the processing plant. Westwater realizes that any participation by financial institutions will also require capital contributions from Westwater. However, until the DFS is available and discussions on financing commence, the balance between funding from financial institutions and Westwater cannot be determined. As a result, Westwater put into place the Purchase Agreement to generate the necessary amount of capital that Westwater believes is needed to finance the design, engineering and construction of the processing plant. The Purchase Agreement will minimize capital risk to construct the processing plant and maintain the construction schedule.

Requirement to Seek Stockholder Approval

At the time we entered into the Purchase Agreement, our common stock was listed on the Nasdaq Capital Market, and we agreed in the Purchase Agreement that we would not issue or sell to Lincoln Park under the Purchase Agreement any shares of our common stock in excess of 3,804,370 (plus the 150,000 commitment shares), which represents 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless (i) we obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with the applicable rules of the Nasdaq Stock Market or (ii) the average price of all applicable sales of common stock to Lincoln Park under the Purchase Agreement (including the 150,000 commitment shares) equals or exceeds $6.15, such that issuances and sales of our common stock to Lincoln Park under the Purchase Agreement would be exempt from the Exchange Cap limitation under applicable Nasdaq rules. Also, the Purchase Agreement provides that we may not issue or sell any shares of our common stock under the Purchase Agreement if such issuance or sale would breach any applicable Nasdaq rules, and Nasdaq Rule 5635(d) requires us to obtain stockholder approval prior to the issuance of securities in connection with a transaction, other than a public offering, involving the sale, issuance or potential issuance by us of more than 19.99% of our outstanding shares of our common stock (or securities convertible into or exercisable for shares of our common stock) at a price less than the lower of (i) the closing price (as reflected on

Nasdaq.com) immediately preceding the signing of the binding agreement, or (ii) the average closing price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement (the “Nasdaq 20% Rule”). Under applicable Nasdaq rules, the Nasdaq 20% Rule continues to apply to transactions we entered into while our common stock was listed on the Nasdaq Capital Market, despite our subsequent decision to delist our common stock from the Nasdaq Capital Market.

In addition, because our common stock has been listed on the NYSE American commencing March 19, 2021, we are subject to the NYSE American listing rules, including Rule 713(a) of the NYSE American Company Guide (together with the Nasdaq 20% Rule, the “20% Rules”). Rule 713(a) of the NYSE American Company Guide requires stockholder approval of a transaction, other than a public offering, involving the sale, issuance or potential issuance by an issuer of common stock at a price less than the greater of book or market value which together with sales by officers, directors or principal stockholders of the issuer equals 20% or more of presently outstanding common stock.

Accordingly, to comply with the Exchange Cap and 20% Rules, we are seeking stockholder approval of the issuance of shares of our common stock under the Purchase Agreement. Through March 25, 2021, we have sold 3,800,000 shares of common stock (plus the 150,000 commitment shares) for aggregate gross proceeds of $24,922,200 under the Purchase Agreement, and $75,077,800 of the $100.0 million total commitment under the Purchase Agreement remains available for sale. We may sell up to an additional 4,370 shares under the Purchase Agreement without seeking additional stockholder approval in compliance with the 20% Rules.

In order to fully utilize the $100.0 million expected to be available to us, we believe that we would need to issue 12,000,000 additional shares of common stock to Lincoln Park, which would be in excess of the 20% Rules. Accordingly, in order to be able to sell to Lincoln Park the full amount available under the Purchase Agreement, we are seeking stockholder approval to issue more than 19.99% of our outstanding shares as of the date we entered into the Purchase Agreement with Lincoln Park.

In order to comply with the 20% Rules and to satisfy conditions under the Purchase Agreement, we are seeking stockholder approval to permit issuance of more than 19.99% of our common stock to Lincoln Park pursuant to the Purchase Agreement. We are seeking stockholder approval for the issuance of up to 15,950,000 shares of our common stock under the Purchase Agreement. We would seek additional stockholder approval before issuing more than such 15,950,000 shares.

Effect of Failure to Obtain Stockholder Approval

If the stockholders do not approve this Proposal 1, we will be unable to issue shares of common stock to Lincoln Park pursuant to the Purchase Agreement in excess of the Exchange Cap. As a result, the Company would need to seek alternative sources of financing in order to complete engineering and design and to commence construction of the processing facility for the Coosa Graphite Project. Those alternative sources of financing could include a traditional capital raise, which from past experience have been quite costly, are generally limited in size, may result in significant price discounts for stock offerings, and could include the concurrent issuance of warrants. Without the availability of the Purchase Agreement, Westwater also may need to consider putting into place a convertible debt facility, but those facilities could include significant discounts and could contain terms that may materially impact the value of the Coosa Graphite Project. Yet another option if the Purchase Agreement is not approved is the use of a partner or joint venture, but finding and negotiating with such entities takes time and, in the end, it is likely that Westwater would have to share a substantial portion of the anticipated profits from the Coosa Graphite Project, which is currently wholly-owned by Westwater.

Reasons for Transaction and Effect on Current Stockholders

The Board of Directors has determined that the Purchase Agreement with Lincoln Park is in the best interests of the Company and its stockholders because the right to sell shares to Lincoln Park provides the Company with a reliable source of capital at low cost as compared to other sources, and the ability to access that capital when and as needed, which de-risks the Coosa Graphite Project.

The Purchase Agreement does not affect the rights of the holders of outstanding common stock, but the sale of shares to Lincoln Park pursuant to the terms of the Purchase Agreement will have a dilutive effect on the existing stockholders, including the voting power and economic rights of the existing stockholders. As of March 25, 2021, the Company had 32,336,315 shares outstanding. If we were to sell to Lincoln Park all 15,950,000 shares we are seeking stockholder approval to issue under the Purchase Agreement, Lincoln Park would have purchased approximately 32.8% of the outstanding shares of the Company after such issuances; however, at any one time Lincoln Park is limited from owning more than 9.99 percent of the Company’s outstanding shares.

Notwithstanding the foregoing, the Purchase Agreement provides that the Company shall not issue, and Lincoln Park shall not purchase, any shares of our common stock under the Purchase Agreement if such shares proposed to be issued and sold, when aggregated with all other shares of our common stock then owned beneficially (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended) by Lincoln Park and its affiliates, would result in the beneficial ownership by Lincoln Park and its affiliates of more than 9.99% of our then issued and outstanding shares of common stock. This beneficial ownership limitation limits the number of shares Lincoln Park may beneficially own at any one time to 9.99% of our outstanding common stock. Consequently, the number of shares Lincoln Park may beneficially own in compliance with the beneficial ownership limitation may increase over time as the number of outstanding shares of our common stock increases over time. Lincoln Park may sell some or all of the shares it purchases under the Purchase Agreement, permitting it to purchase additional shares in compliance with the beneficial ownership limitation. We are not seeking stockholder approval to lift such 9.99% beneficial ownership limitation. However, even with the beneficial ownership limitation, Lincoln Park may be in a position to exert influence over the Company and there is no guarantee that the interests of Lincoln Park align with the interests of other stockholders.

Effect of Approval

If this Proposal 1 is approved by our stockholders, we will be able to issue shares in a greater number than permitted by the Exchange Cap to Lincoln Park under the Purchase Agreement. The number of shares of common stock that we may issue will fluctuate from time to time based on the price of our common stock, however we would seek additional stockholder approval before issuing more than 15,950,000 shares under the Purchase Agreement. We would also seek additional stockholder approval before agreeing to any increase in the value of the shares of common stock we may issue to Lincoln Park under the Purchase Agreement above $100.0 million.

In addition, the additional shares that we could issue to Lincoln Park will result in greater dilution to existing stockholders and may result in a decline in our stock price or greater price volatility.

Each additional share of common stock that would be issuable to Lincoln Park would have the same rights and privileges as each share of our currently authorized common stock.

Vote Required and Recommendation of the Board of Directors

If a quorum is present, the number of affirmative votes cast in favor of this Proposal 1 must exceed the number of votes cast against the proposal for approval of this proposal; provided, however, that the vote of any shares of our common stock issued to Lincoln Park pursuant to the Purchase Agreement will not be counted in determining whether or not Proposal 1 is approved. Abstentions and broker non-votes will not be taken into account in determining the outcome of the proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE ISSUANCE OF MORE THAN 19.99% OF THE COMPANY’S ISSUED AND OUTSTANDING COMMON STOCK PURSUANT TO THE PURCHASE AGREEMENT WITH LINCOLN PARK CAPITAL FUND, LLC.

PROPOSAL 2

AMENDMENT TO OUR 2013 OMNIBUS INCENTIVE PLAN

The Westwater Resources, Inc. 2013 Omnibus Incentive Plan (the “Incentive Plan”) is the sole active plan that provides for equity incentive compensation to our eligible directors, officers, employees and consultants. The Board believes that the Incentive Plan is in the best interests of the Company and our stockholders, as equity awards help to attract, retain and motivate the directors, officers and employees of the Company to achieve long-term performance goals and enable them to participate in the long-term growth of the Company. Equity awards as a form of compensation for our named executive officers (“NEO”s) also aligns the interests of the stockholders and the NEOs.

Stockholders originally approved the Incentive Plan at our June 4, 2013 annual meeting. As part of that approval, 1 million shares of our common stock were authorized and reserved for issuance under the Incentive Plan (that figure is not adjusted for two subsequent reverse stock splits in 2016 and 2019 discussed below) together with shares then still available for awards under our prior equity plans and any shares related to awards outstanding under our prior equity plans if they were to terminate by expiration, forfeiture, cancellation or otherwise. Equity awards were made from the Incentive Plan over the next three-and-a-half years, slowly reducing the number of shares available for future awards. On March 8, 2016, Westwater effectuated a 1-for-12 reverse stock split, which had the effective of significantly reducing even further the number of shares available in the Incentive Plan for future awards.

With only 54,460 shares remaining in the Incentive Plan at the end of 2016 (that figure is not adjusted for a subsequent reverse stock split in 2019 discussed below) on July 18, 2017, our stockholders approved an amendment to the Incentive Plan to increase the authorized number of shares of common stock available and reserved for issuance under the Incentive Plan, and to re-approve the material terms of the performance goals under the Incentive Plan. As part of that approval, another 1 million shares of our common stock were authorized and reserved for issuance under the Incentive Plan (that figure also is not adjusted for the subsequent reverse stock split in 2019 discussed below). Equity awards continued to be made from the Incentive Plan over the following eighteen months, again slowly reducing the number of shares available for future awards.

With only 13,905 shares remaining in the Incentive Plan at the end of 2018 (that figure is not adjusted for a subsequent reverse stock split discussed below), on April 18, 2019, our stockholders approved another amendment to the Incentive Plan to increase the authorized number of shares of common stock available and reserved for issuance under the Incentive Plan, and approved amendments to the limitations on the number of shares that may be issued in individual recipients in any calendar year. As part of that approval, another 3.3 million shares of our common stock were authorized and reserved for issuance under the Incentive Plan; however, on April 23, 2019, Westwater effectuated a 1-for-50 reverse stock split that dramatically reduced the increase to only 66,000 shares.

With only 45,886 shares remaining in the Incentive Plan at the end of 2019, on April 28, 2020, our stockholders approved another amendment to the 2013 Incentive Plan to increase the authorized number of shares of common stock available and reserved for issuance under such plan by 350,000 shares, and approved amendments to the limitations on the number of shares that may be issued to individual recipients in any calendar year. During 2020, Westwater’s Compensation Committee, Nominating and Corporate Governance Committee and Board of Directors approved the grant of equity awards in the form of both non-qualified stock options (“NQSO”s) to the Directors, which would vest on time-based criteria in one year, and restricted stock units (“RSU”s) to officers, employees and a consultant, which would vest on time-based and performance-based criteria over a three-year period. Those equity awards collectively totaled 337,300 shares of Westwater common stock. By the end of 2020, only 58,585 shares are available in the Incentive Plan for future awards. On March 15, 2021, our Board approved, subject to stockholder approval at the Annual Meeting, an amendment to the Incentive Plan to authorize 1,500,000 additional shares for issuance under the Incentive Plan. This amount was determined based upon the anticipated need to issue equity awards to directors, officers, employees and other eligible participants if any from the Incentive Plan over the next 2 years (the Incentive Plan can only operate until June 4, 2023), but recognizing that Westwater anticipates increasing the number of officers and employees to implement its business plan for the Coosa Graphite Project during those two years. In addition, this amount is consistent with prior increases to the Incentive Plan that have been approved by the stockholders. This amount represents approximately 4.6%, on a fully diluted

basis, of the 32,336,315 shares of our common stock that was outstanding as of March 25, 2021, and as such, represents minimal risk of dilution or overhang.

Our Board and its Compensation Committee and its Nominating and Corporate Governance Committee believe that equity awards are important in recruiting and retaining highly qualified officers, employees and non-employee directors. The Incentive Plan, as proposed to be amended, will allow the Company to continue to grant equity awards over the next two years and will continue to permit us the flexibility to determine the types and specific terms of awards made to participants. This flexibility allows us to make future awards based on our objectives of aligning compensation with stockholder value.

The following table summarizes the number of shares of common stock subject to outstanding equity awards under the Incentive Plan and our prior equity plans, along with the shares remaining available for issuance under the Incentive Plan, in each case as of December 31, 2020:


		As a % of Common Stock
	Numbers of Shares	Outstanding (1)
Stock options outstanding (2)	159,057	0.83	%
Restricted stock units outstanding	236,403	1.23
Restricted stock awards outstanding	—	—
Shares available for grant	58,585	0.31	%

(1)

Based on 19,171,859 shares outstanding as of December 31, 2020.

(2)

The weighted average exercise price of the outstanding stock options as of December 31, 2020 was approximately $7.71 per share. Excludes 2,000 replacement options issued to former option holders of Alabama Graphite Corp. upon the Company’s acquisition of Alabama Graphite on April 23, 2018.

Upon stockholder approval of the amendment to the Incentive Plan, it will become effective. If the stockholders do not approve the amendment to the Incentive Plan, it will not become effective, the existing Incentive Plan will continue in effect, and we may continue to grant awards under the existing Incentive Plan, subject to its terms, conditions and limitations and up to the limit of 58,585 shares.

A copy of the proposed amendment is attached to this proxy statement as Appendix A, and a full copy of the Incentive Plan as amended is attached hereto as Appendix B.

The Board recommends a vote FOR the approval of the amendment to the Incentive Plan.

Reasons for Approval

We have made strides to better position the Company for growth and future success by embarking on a growth strategy in the battery and energy storage graphite industry. We are committed to further improving the Company’s performance, and significant continued effort, focus and dedication will be necessary from our management and employees to do so. We believe it will be critical to our future success that we take steps to maintain the competitiveness of our incentive pay programs and that we continue to tightly align these incentive opportunities with the interests of our stockholders.

To achieve these critical objectives, as discussed more fully below, we are seeking additional shares for issuance under the Incentive Plan.

Retaining and Attracting Employees

Our ability to recruit, retain, reward and motivate employees and officers depends in part on our ability to offer competitive equity compensation. We believe we would be at a competitive disadvantage if we could not continue to use equity awards to recruit and compensate these individuals.

By approving the amendment to the Incentive Plan, based on our current stock price, we anticipate we could deliver competitive equity compensation and grant awards for the next two years, assuming no significant declines in the value of our equity.

Aligning our Employees’ Interests with our Stockholders

We believe that the use of equity awards as part of our compensation program is important to our continued success because it fosters a pay for performance culture, which is an important element of our overall compensation program. We believe equity compensation motivates employees to create stockholder value because the value employees realize from equity compensation is directly aligned with creation of stockholder value as reflected by the share price of the Company.

As discussed above, we believe that equity compensation aligns the goals and objectives of our employees with the interests of our stockholders and promotes a focus on long-term value creation. This long-term alignment between our employees and the interests of our stockholders is critical as our management strives to execute on our vision and growth plans. Equity awards that are subject to time-based and performance-based vesting criteria are designed to help retain our management and employees and will motivate them to attain our potential.

If we do not have the flexibility to grant equity awards made available by the increased reserve under the amendment to the Incentive Plan, we may need to increase the cash component of our employees’ compensation in order to remain market competitive. Increasing cash compensation would increase our cash compensation expense and would divert cash that could otherwise be invested in the Company’s business.

We are requesting approval of the amendment to the Incentive Plan in order to continue to recruit and retain the key employee talent that is vital to the execution of our vision and growth plans and to continue to tightly align compensation opportunities with the creation of stockholder value.

Corporate Governance Considerations

As discussed in more detail below, our Incentive Plan includes provisions designed to serve stockholders’ interests and promote effective corporate governance, including the following:

●

No “Evergreen Provision.” The Incentive Plan specifies a fixed number of shares available for future grants and does not provide for any automatic increase based on the number of outstanding shares of our common stock.

●

No Discounted Awards. The Incentive Plan prohibits the granting of stock options and stock appreciation rights with an exercise or grant price that is less than the fair market value of our common stock on the date.

●

No Re-pricing without Stockholder Approval. The Incentive Plan prohibits the re-pricing of stock options and stock appreciation rights, without first obtaining the approval of our stockholders.

Background for Approval of Additional Shares

As of December 31, 2020, 2021, we had 58,585 shares available for issuance of future equity awards under the Incentive Plan. In setting and recommending to stockholders the additional number of shares to be authorized for issuance under the Incentive Plan, as amended, the Board considered the following information:

●

The Company anticipates that the significant equity awards made during 2020 will continue and in fact be greater in total amounts based upon anticipated increases in officers and employees over the next two years.


					% of Weighted
					Average Number of
	Options	RSUs	Restricted		Shares Outstanding
Fiscal Year	Granted	Granted	Stock Granted	Total	During Year
2020	149,801	236,403	—	386,204	4.39	%
2019	20,943	—	—	20,943	1.07	%
2018	8,974	—	—	8,974	0.97	%

●

If we do not increase the shares available for issuance under our Incentive Plan, we would expect to exhaust the share reserve under our Incentive Plan such that there will not be enough shares for meaningful equity compensation in fiscal years 2021 or 2022, and we would thus lose an important compensation tool aligned with stockholder interests to attract, motivate and retain employees.

●

If approved, the issuance of the additional shares to be reserved under the Incentive Plan, as amended, would dilute the holdings of stockholders by an additional 4.6% on a fully-diluted basis, based on the 32,336,315 shares of our common stock outstanding as of March 25, 2021.

●

In light of the factors described above, our Board believes the additional authorized shares being requested under the amendment to the Incentive Plan represents reasonable potential equity dilution and provides significant incentive for officers, employees, non-employee directors and consultants to increase the value of the Company for all stockholders.

The major features of the Incentive Plan, as proposed to be amended, are summarized below.

Description of the Incentive Plan

Including the proposed amendment, the following is a general description of the material features of the Incentive Plan and its operation. A copy of the Incentive Plan is attached as Appendix B to this Proxy Statement. The description below is qualified in its entirety by the detailed provisions of the Incentive Plan, which are set forth in Appendix B, and the proposed amendment, which is set forth in Appendix A. Because participation in and the types of award to be granted under the Incentive Plan are subject to the discretion of our Compensation Committee, the benefits or amounts that will be received by any participant or group of participants are not currently determinable.

Eligibility

All of our officers, directors and employees, and the officers, directors and employees of our subsidiaries and affiliates, are eligible to receive awards under the Incentive Plan. In addition, consultants, advisers and certain other individuals whose participation in the Incentive Plan is determined to be in the best interests of the Company by the Compensation Committee may participate. However, NQSOs are only available to our employees. As of December 31, 2020, 11 individuals were eligible to receive awards under the Incentive Plan.

Administration of the Incentive Plan

The Incentive Plan is administered by our Compensation Committee, and our Compensation Committee determines all awards, all terms and conditions of awards. and the number of shares of common stock subject to awards

under the Incentive Plan for officers, employees and consultants. The Nominating and Corporate Governance Committee determines the number of shares of common stock subject to awards under the Incentive Plan for non-employee directors. Each member of our Compensation Committee and each member of our Nominating and Corporate Governance Committee is both a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act, and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code. Our Compensation Committee also interprets the provisions of the Incentive Plan. During any period of time in which we do not have a Compensation Committee, the Incentive Plan will be administered by the Board of Directors or another committee appointed by the Board of Directors. References herein to our Compensation Committee include a reference to the Board of Directors or another committee appointed by the Board of Directors for those periods in which the Board of Directors or such other committee appointed by the Board of Directors is acting.

Stock Authorization

The maximum number of shares of common stock available for awards under the Incentive Plan is equal to the sum of (x) 58,585 shares that existed within the Incentive Plan on December 31, 2020; (y) the additional 1,500,000 shares subject to the amendment, plus (y) the number of shares available for awards under our prior equity plans as of June 4, 2013, including any awards made under those plans that terminate by expiration, forfeiture or cancellation.

The maximum number of shares of common stock subject to options or stock appreciation rights that can be issued under the Incentive Plan to any person is 400,000 shares in any single calendar year. The maximum number of shares that can be issued under the Incentive Plan to any person other than pursuant to an option or stock appreciation right is 400,000 shares in any single calendar year. The maximum amount that may be paid as a cash-settled performance-based award for a performance period of twelve months or less to any person eligible for an award is $400,000 and the maximum amount that may be paid as a cash-settled performance-based award for a performance period of greater than twelve months to any person eligible for an award is also $400,000.

Share Usage

Each share subject to an award, including through dividend reinvestment rights, is counted against the share issuance limit on a one-for-one basis. The number of shares subject to a stock appreciation right is also counted against the share issuance limit on a one-for-one basis, regardless of the number of shares actually issued to settle the stock appreciation right. An award that, by its terms, cannot be settled in shares of stock will not count against the share issuance limit.

No Repricing

Except in connection with certain corporate transactions, no amendment or modification may be made to an outstanding stock option or stock appreciation right, including by replacement with or substitution of another award type, that would reduce the exercise price of the stock option or stock appreciation right or would replace any stock option or stock appreciation right with an exercise price above the current market price with cash or another security, in each case without the approval of our stockholders (although appropriate adjustments may be made to outstanding stock options and stock appreciation rights to achieve compliance with applicable law, including the Internal Revenue Code).

Types of Awards Available Under the Incentive Plan

The Incentive Plan allows for several different types of awards and sets forth the various terms and conditions associated with those awards. In sum, the following six type of awards can be made: (1) stock options including those that do not qualify as incentive stock options; (2) stock awards including restricted stock, unrestrictive stock and stock units; (3) stock appreciation rights; (4) performance-based awards; (5) dividend equivalents; and (6) other equity-based awards, including those payable in cash, as determined by the Compensation Committee. For a complete description of each award and their specific terms and conditions, see Appendix B.

Recoupment

Award agreements for awards granted pursuant to the Incentive Plan provide for mandatory repayment by the recipient to us of any gain realized by the recipient to the extent the recipient is in violation of or in conflict with certain agreements with us (including but not limited to an employment or non-competition agreement) or upon termination for “cause” as defined in the Incentive Plan, applicable award agreement, or any other agreement between us and the grantee. Awards are also subject to mandatory repayment to the extent the grantee is or becomes subject to any clawback or recoupment right we may have or to the extent any law, rule or regulation imposes mandatory recoupment.

Change in Control

If the Company experiences a change in control in which outstanding awards that are not exercised prior to the change in control will not be assumed or continued by the surviving entity: (i) except for performance-based awards, all shares of restricted stock and restricted stock units will vest and the underlying shares of common stock and all dividend equivalent rights will be delivered immediately before the change in control; and (ii) either or both of the following actions will be taken: (a) all options and stock appreciation rights will become exercisable 15 days before the change in control and terminate upon the completion of the change in control, or (b) the Compensation Committee may elect, in its sole discretion to cash out all options, stock appreciation rights, restricted stock and stock units before the change in control for an amount equal to, in the case of restricted stock or stock units, the formula or fixed price per share paid to stockholders pursuant to the change in control, in the case of options or stock appreciation rights, such formula or fixed price reduced by the option price or stock appreciation right price applicable to the award. In the case of performance-based awards denominated in shares of common stock, if more than half of the performance period has lapsed, the awards will be converted into shares of restricted stock or stock units based on actual performance to date. If less than half of the performance period has lapsed, or if actual performance is not determinable, the awards will be converted into shares of restricted stock or stock units assuming target performance has been achieved.

A change in control under the Incentive Plan occurs if:

●

a person, entity or affiliated group (with certain exceptions, including for certain existing stockholders) acquires, in a transaction or series of transactions, 50% or more of the total combined voting power of our outstanding securities;

●

individuals who constitute the Board cease for any reason to constitute a majority of the Board of Directors, treating any individual whose election or nomination was approved by a majority of the incumbent directors as an incumbent director for this purpose;

●

the Company consolidates or merges with or into any other entity, or any other entity consolidates or merges with us, other than any such transaction in which the 100% of the total combined voting power of our outstanding securities remains with the holders of securities who held such voting power immediately prior to such transaction; or

●

the Company sells or disposes of all or substantially all of its assets.

Adjustments for Stock Dividends and Similar Events

The Compensation Committee will make appropriate adjustments in outstanding awards and the number of shares of common stock available for issuance under the Incentive Plan, including the individual limitations on awards, to reflect stock splits and other similar events.

Amendment or Termination

The Board of Directors may amend, suspend or terminate the Incentive Plan at any time; provided that no amendment, suspension or termination may adversely impair the benefits of participants with outstanding awards without

the participants’ consent or violate our plan’s prohibition on repricing. Our stockholders must approve any amendment if such approval is required under applicable law or stock exchange requirements. Our stockholders also must approve any amendment that changes the no-repricing provisions of the Incentive Plan. The Incentive Plan has a term that expires ten years after stockholder approval of the plan, but it may be earlier terminated by the Board of Directors at any time.

Equity Compensation Plan Information

The table appearing on page 11 provides information as of December 31, 2020 with respect to the shares of the Company’s common stock that may be issued under the equity compensation plans of the Company. Our only active equity plan is our Incentive Plan.

Federal Income Tax Consequences

Incentive Stock Options. The grant of an option will not be a taxable event for the grantee or for the Company. A grantee will not recognize taxable income upon exercise of an incentive stock option (except that the alternative minimum tax may apply), and any gain realized upon a disposition of our common stock received pursuant to the exercise of an incentive stock option will be taxed as long-term capital gain if the grantee holds the shares of common stock for at least two years after the date of grant and for one year after the date of exercise (the “holding period requirement”). We will not be entitled to any business expense deduction with respect to the exercise of an incentive stock option, except as discussed below.

For the exercise of an option to qualify for the foregoing tax treatment, the grantee generally must be our employee or an employee of a subsidiary from the date the option is granted through a date within three months before the date of exercise of the option.

If all of the foregoing requirements are met except the holding period requirement mentioned above, the grantee will recognize ordinary income upon the disposition of the common stock in an amount generally equal to the excess of the fair market value of the common stock at the time the option was exercised over the option exercise price (but not in excess of the gain realized on the sale). The balance of the realized gain, if any, will be capital gain. We will be allowed a business expense deduction to the extent the grantee recognizes ordinary income.

Non-Qualified Options. The grant of an option will not be a taxable event for the grantee or the Company. Upon exercising a non-qualified option, a grantee will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the common stock on the date of exercise. Upon a subsequent sale or exchange of shares acquired pursuant to the exercise of a non-qualified option, the grantee will have taxable capital gain or loss, measured by the difference between the amount realized on the disposition and the tax basis of the shares of common stock (generally, the amount paid for the shares plus the amount treated as ordinary income at the time the option was exercised).

We will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Restricted Stock. A grantee who is awarded restricted stock will not recognize any taxable income for federal income tax purposes in the year of the award, provided that the shares of common stock are subject to restrictions (that is, the restricted stock is nontransferable and subject to a substantial risk of forfeiture). The fair market value of the common stock on the date the restrictions lapse (less the purchase price, if any) will be treated as compensation income to the grantee and will be taxable in the year the restrictions lapse and dividends paid while the common stock is subject to restrictions will be subject to withholding taxes. We will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Stock Units. There are no immediate tax consequences of receiving an award of stock units under the Incentive Plan. A grantee who is awarded stock units will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such grantee at the end of the restriction period or, if later, the payment date. We will be

entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Dividend Equivalent Rights. Participants who receive dividend equivalent rights will be required to recognize ordinary income in an amount distributed to the grantee pursuant to the award. We will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Stock Appreciation Rights. There are no immediate tax consequences of receiving an award of stock appreciation rights under the Incentive Plan. Upon exercising a stock appreciation right, a grantee will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the common stock on the date of exercise. We will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE WESTWATER RESOURCES, INC. 2013 OMNIBUS INCENTIVE PLAN TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK AVAILABLE AND RESERVED FOR ISSUANCE UNDER SUCH PLAN BY 1,500,000 SHARES.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as of December 31, 2020 with respect to the shares of common stock that may be issued under our equity compensation plans.


				Number of securities
		Weighted		remaining available
	Number of shares	average exercise		for future issuance
	issuable under	price of		under equity
	outstanding	outstanding		compensation plans
	options, warrants	options, warrants		(excluding securities
Plan Category	and rights (a)	and rights (b)		reflected in column(a)) (c)
Equity compensation plans approved by security holders (1)(2)(3)	395,460	$	4.36	58,585

(1)

Includes the Incentive Plan, the Amended and Restated 2004 Directors’ Stock Option and Restricted Stock Plan, and the 2004 Stock Incentive Plan. The Incentive Plan is the only equity compensation plan under which the Company currently issues equity awards. As of June 4, 2013, the Incentive Plan superseded all prior plans.

(2)

Upon completion of the Alabama Graphite transaction, the Company assumed Alabama Graphite’s stock-compensation plans. The Company will make no further issuances or grants under the Alabama Graphite plans. At December 31, 2020, there were 2,000 shares underlying exercisable options with a weighted-average exercise price of $75.08.

(3)	Weighted average exercise price of outstanding options only.

PROPOSAL 3

ELECTION OF DIRECTORS

The Board has nominated five directors for election at the Annual Meeting. The directors will hold office from election until the next Annual Meeting of Stockholders and until their successors are elected and qualified or until their death, resignation or removal. All of the nominees are currently directors and were elected by the stockholders at the 2020 Annual Meeting.

If your proxy is properly completed and received in time for the Annual Meeting, and if your proxy does not indicate otherwise, the represented shares will be voted “FOR” each of the directors presented below. We have no reason to believe that any of the nominees for director will be unable to serve if elected. However, if any of these nominees becomes unavailable, the persons named in the proxy intend to vote for any alternate designated by the current Board. Proxies cannot be voted for a greater number of persons than the nominees named.

The paragraphs below describe each nominee’s individual management and leadership experience for at least the last five years, which the Company believes, in the aggregate, creates a well-rounded and capable Board of Directors and contributes to the overall effectiveness of our Board and each of its Committees. The Company’s continuing efforts to diversify the Board of Directors has resulted in a 50/50 gender representation for independent Directors. Each nominee is an incumbent director. Each nominee consents to being named herein and to serve on the Board if elected. There are no family relationships among any director, executive officer or any person nominated or chosen by us to become a director.

Following each nominee’s biography below, we have highlighted certain notable skills and qualifications that contributed to his or her selection as a member of our Board of Directors.


Name	Age	Director Since	Primary Occupation
Terence J. Cryan	58	2017; 2006-16	Chairman of the Board, Westwater Resources, Inc. and Managing Director, MACCO Restructuring Group, LLC
Christopher M. Jones	62	2013	President and Chief Executive Officer, Westwater Resources, Inc.
Tracy D. Pagliara	58	2017	President & CEO of Williams Industrial Services Group, Inc.
Karli S. Anderson	47	2018	Vice President, Summit Materials, Inc.
Deborah A. Peacock	64	2020	President, CEO & Managing Director, Peacock Law, P.C.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED BELOW.

Director Nominees

Terence J. Cryan

Chairman of the Board and Chairman of the Nominating and Corporate Governance Committee

Terence J. Cryan rejoined the Westwater Resources Board as its Chairman in August 2017. He previously served as a director from October 2006 to March 2016, served as Westwater’s Interim President and Chief Executive Officer from September 2012 to March 2013, and served as Chairman of the Board from June 2014 through March 2016. Mr. Cryan is also Chairman of the Board of Ocean Power Technologies, Inc. where he has served as a director since October 2012.

Mr. Cryan currently serves as a Managing Director of MACCO Restructuring Group, LLC, which provides qualified interim leadership and advice to debtors and their stakeholders across a broad spectrum of business sectors. Mr. Cryan served as President and Chief Executive Officer of Global Power Equipment Group Inc. from March 2015 until July 2017. Previously, Mr. Cryan served as Co-founder and Managing Director of Concert Energy Partners, an investment and private equity firm based in New York City from 2001 until 2015. Prior to that, Mr. Cryan was a Senior Managing Director in the Investment Banking Division at Bear Stearns. Additionally, Mr. Cryan was a Managing Director, Head of the Energy and Natural Resources Group and member of the Investment Banking Operating Committee at Paine Webber

which he joined following its acquisition of Kidder, Peabody in 1994. From 2007 to 2010, Mr. Cryan also served as President and Chief Executive Officer of Medical Acoustics LLC.

Mr. Cryan served as a Director on the Board of Global Power Equipment Group Inc. from January 2008 until July 2017. Mr. Cryan was previously a Director on the Board of Superior Drilling Products, Inc. from June 2014 to December 2016. He was also previously a director of The Providence Service Corporation from May 2009 to May 2011 and Gryphon Gold Corporation from August 2009 to December 2012. Mr. Cryan has also been an adjunct professor at the Metropolitan College of New York Graduate School of Business and is a frequent speaker at finance and energy & natural resources industry gatherings. Mr. Cryan received a Master of Science degree in Economics from the London School of Economics in 1984 and a Bachelor of Arts degree in Economics from Tufts University in 1983. Mr. Cryan is a Board Leadership Fellow and member of the National Association of Corporate Directors.

Mr. Cryan’s extensive financial industry experience and educational background in economics provide him with a wealth of knowledge in dealing with financial, accounting and regulatory matters. Mr. Cryan’s prior professional experience also permits him to provide valuable advice to the Company with respect to potential capital raising and merger and acquisition transactions, and his prior Board service and service as Interim President and Chief Executive Officer of the Company provides him a deep understanding of the operations of the Company.

Christopher M. Jones

President and Chief Executive Officer

Chairman of the Health, Safety and Environment Committee

Christopher M. Jones has served as President and Chief Executive Officer and a director since April 2013 and served as the interim Chairman of the Board from March 2016 to August 2017. Mr. Jones has more than 30 years’ experience in the mining industry and was most recently President, Chief Executive Officer and a director of Wildcat Silver Corporation from August 2008 to May 2012, where he and his team effectively doubled the size of Wildcat Silver’s resources twice using proven metallurgical technologies. Prior to that, Mr. Jones was the Chief Operating Officer and the Mining General Manger at Albian Sands Energy from April 2004 to June 2008. Mr. Jones also held management positions at RAG Coal West Inc., Phelps Dodge Sierrita Corp. and Cyprus Amax Coal Company. He is a member of the American Institute of Mining, Metallurgical, and Petroleum Engineers and is a Professional Engineer registered in Utah and Alberta as well as a member of the National Association of Corporate Directors. Mr. Jones received a Bachelor of Science degree in Mining Engineering at the South Dakota School of Mines and a Master of Business Administration degree from Colorado State University.

Mr. Jones has extensive executive and leadership experience as a result of his prior employment in management roles at other companies within the mining industry, which enables him to provide valuable counsel to Westwater on issues of strategic planning and corporate governance. Mr. Jones’ extensive experience engaging First Nations peoples on Canada, leading efforts to implement The Mining Association of Canada’s Towards Sustainable Mining process, successful efforts to secure ISO 14001 certifications, and receiving national safety awards for safe mine performance will help secure success for Westwater as it develops businesses in the energy materials sector. In addition, Mr. Jones has a history of leading various mining and production operations, as well as exploration and development projects, which will be useful to Westwater in its efforts to develop its Coosa Graphite Project in Alabama.

Tracy D. Pagliara

Member of the Audit, Compensation and Nominating and Corporate Governance Committees

Tracy D. Pagliara has served as a director since July 2017. Since April 2018, Mr. Pagliara has been serving as CEO of Williams Industrial Services Group Inc. (f/k/a Global Power Equipment Group, Inc.), a publicly traded provider of construction and maintenance services to the power, energy and industrial customers (“Williams”). From July 2017 to April 2018, Mr. Pagliara served as Co-President and Co-CEO of Williams. Mr. Pagliara joined Williams in April 2010 as General Counsel, Secretary and Vice President, Business Development and served in multiple other positions of increasing responsibility, including Senior Vice President, Administration, prior to his appointment as Co-President and Co-CEO in July 2017. Prior to joining Williams in April 2010, Mr. Pagliara served as the Chief Legal Officer of Gardner Denver, Inc., a leading global manufacturer of highly engineered compressors, blowers, pumps and other fluid transfer equipment, from

August 2000 through August 2008. He also had responsibility for other roles during his tenure with Gardner Denver, including Executive Vice President of Administration, Chief Compliance Officer, and Corporate Secretary. Prior to joining Gardner Denver, Mr. Pagliara held positions of increasing responsibility in the legal departments of Verizon Communications/GTE Corporation from August 1996 to August 2000 and Kellwood Company from May 1993 to August 1996, ultimately serving in the role of Assistant General Counsel for each company. Mr. Pagliara has a B.S. in Accounting and a J.D. from the University of Illinois. He is a member of the Missouri and Illinois State Bars and a Certified Public Accountant.

Mr. Pagliara brings to the Board extensive experience advising public companies and companies in the energy industry, in addition to companies with similar capital needs to Westwater. Mr. Pagliara’s background in accounting will also permit him to contribute substantially as a member of the Audit Committee.

Karli S. Anderson

Chair of the Compensation Committee and Member of the Audit and the Health, Safety and Environment Committees

Karli S. Anderson is Vice President, Investor Relations at Summit Minerals, Inc., a leading vertically-integrated materials company with operations throughout North America. She previously served as Vice President, Investor Relations for Royal Gold, Inc., a precious metals stream and royalty company engaged in the acquisition and management of precious metal streams, royalties, and similar production-based interests with over 190 properties on six continents. Previously, from 2010 to 2013, Ms. Anderson was a Senior Director of Investor Relations for Newmont Mining Corporation, one of the world’s largest gold producers. Ms. Anderson’s 20 years of capital markets experience includes shareholder engagement related to environmental, social and governance (ESG) factors with both equity and fixed income investors as well as proxy advisory firms. From 2012 to 2018, Ms. Anderson served as Chairman of the Board of the Denver Gold Group, an organization representing seven-eighths of the world’s publicly traded gold and silver companies. Ms. Anderson holds a Bachelor’s Degree in telecommunications from Ohio University, a Masters of Business Administration (finance) from the Wharton School at the University of Pennsylvania and is in the process of completing her Master’s Degree in Professional Accounting from Colorado State University. Ms. Anderson is a Governance Fellow and member of the National Association of Corporate Directors.

Ms. Anderson’s insights and guidance, her wealth of experience in the mining industry, as well as her advocacy towards greater corporate governance within the investment community, will continue to be critical assets to Westwater.

Deborah A. Peacock

Chair of the Audit Committee, Member of the Compensation Committee

Ms. Peacock is an attorney licensed to practice law in New Mexico, Colorado and New York, and she is a Registered Patent Attorney. Ms. Peacock is also a Registered Professional Engineer in Colorado and New Mexico. Ms. Peacock is the President, CEO, Managing Director and owner of Peacock Law P.C. located in Albuquerque, New Mexico, which she founded in April 1995. In 2014, Ms. Peacock co-founded the Greater New Mexico Chapter of Women Corporate Directors and currently serves on its Board.

Since 2011, Ms. Peacock has served on the Board of Regents of New Mexico Institute of Mining & Technology and currently serves as the Chair. Ms. Peacock has served on the New Mexico Mining Safety Board since 2015. Since 2017, Ms. Peacock has served on the Board of Directors of THEMAC Resources Group, Ltd. (and Chairs its Corporate Governance Committee and is a member of its Audit Committee) as well as its wholly-owned subsidiary New Mexico Copper Corp. Since 2017, Ms. Peacock has served on the Board of Directors of New Mexico Gas Company, and since 2018 she has served on the Board of Directors of Emera Technologies, LLC – both wholly-owned subsidiaries of Emera, Inc. Ms. Peacock has served on the Board of New Mexico Angels since 2005. In addition to her current Board service, Ms. Peacock previously served on the Board of The Georgia O’Keeffe Museum located in Santa Fe, New Mexico and both its Audit and Executive Committees, and as Chair of its Audit Committee. She previously served on the New Mexico Environmental Improvement Board and as Chair for four years.

Ms. Peacock obtained her Bachelors of Science degree (B.S.) in Metallurgical Engineering from the Colorado School of Mines, and her Law Degree (J.D.) from Harvard Law School. She is also a Governance Fellow with the National

Association of Corporate Directors. Ms. Peacock brings to the Board extensive experience in or with corporate governance, financial oversight, a wide variety of business and corporate legal matters including intellectual property and mergers & acquisitions, and has knowledge of mining and metallurgy industries, environmental regulations, permitting, and community involvement and engagement.

CORPORATE GOVERNANCE

Board of Directors

The Company’s business and affairs are overseen by the Board pursuant to the Delaware General Corporation Law and the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”). Members of the Board are kept informed of the Company’s business through discussions with the Chairman and key members of management, by reviewing materials provided to them and by participating in Board and Committee meetings. All members of the Board are elected annually by the stockholders.

Regular attendance at Board meetings and the Annual Meeting is expected of each director. Our Board held 15 meetings during 2020. No director attended fewer than 75% of the total number of Board and applicable Committee meetings (held during the period that such director served) in 2020. The independent directors met in executive session at several of the Board meetings held in 2020. All of the directors at the time attended the 2020 Annual Meeting of Stockholders.

Board Leadership Structure

The Company’s governing documents allow the roles of Chairman and Chief Executive Officer to be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separate or combined based upon the Company’s needs and the Board’s assessment of the Company’s leadership from time to time. Currently, Mr. Cryan serves as Chairman and Mr. Jones serves as Chief Executive Officer.

Determination of 2021 Director Nominees

Each of the director nominees at the 2021 Annual Meeting are existing directors of the Company and stood for election and were elected at the Company’s 2020 Annual Meeting of Directors. Criteria for financial experience, diversity, and public company experience at a senior level were used as part of the selection process. Marvin K. Kaiser served on the Westwater Board of its Directors from 2007 until the 2020 Annual Meeting.

Director Independence

The Board annually reviews all relationships that directors have with the Company to affirmatively determine whether

SEC Form DEF 14A filed by Westwater Resources, Inc.