|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/19/24 Westwater Resources, Inc. 10-K 12/31/23 73:7.5M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.55M
2: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 192K
3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 28K
4: EX-21.1 Subsidiaries List HTML 20K
5: EX-23.1 Consent of Expert or Counsel HTML 21K
6: EX-23.2 Consent of Expert or Counsel HTML 36K
11: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 51K
Awarded Compensation
7: EX-31.1 Certification -- §302 - SOA'02 HTML 26K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 26K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 23K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 23K
17: R1 Document and Entity Information HTML 93K
18: R2 Balance Sheets HTML 116K
19: R3 Balance Sheets (Parenthetical) HTML 32K
20: R4 Statements of Operations HTML 77K
21: R5 Statements of Stockholders' Equity HTML 63K
22: R6 Statements of Cash Flows HTML 92K
23: R7 The Company and Summary of Significant Accounting HTML 94K
Policies
24: R8 Liquidity and Going Concern HTML 30K
25: R9 Property, Plant and Equipment HTML 60K
26: R10 Accrued Liabilities HTML 38K
27: R11 Stockholders Equity HTML 32K
28: R12 Stock-Based Compensation HTML 100K
29: R13 Other Income, Net HTML 40K
30: R14 Federal Income Taxes HTML 120K
31: R15 Commitments and Contingencies HTML 26K
32: R16 Leases HTML 91K
33: R17 Inventory HTML 23K
34: R18 The Company and Summary of Significant Accounting HTML 127K
Policies
35: R19 The Company and Summary of Significant Accounting HTML 65K
Policies (Tables)
36: R20 Property, Plant and Equipment (Tables) HTML 55K
37: R21 Accrued Liabilities (Tables) HTML 37K
38: R22 Stock-Based Compensation (Tables) HTML 97K
39: R23 Other Income, Net (Tables) HTML 37K
40: R24 Federal Income Taxes (Tables) HTML 116K
41: R25 Leases (Tables) HTML 91K
42: R26 THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 40K
POLICIES - Recurring Fair Value Measurements
(Details)
43: R27 THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 23K
POLICIES - Loss Per Share (Details)
44: R28 THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 24K
POLICIES - Product Development Expenses (Details)
45: R29 Liquidity and Going Concern (Details) HTML 46K
46: R30 PROPERTY, PLANT AND EQUIPMENT - Net Book Value of HTML 39K
Property, Plant and Equipment (Details)
47: R31 PROPERTY, PLANT AND EQUIPMENT - Construction in HTML 31K
Progress & Impairment of Property, Plant and
Equipment (Details)
48: R32 ACCRUED LIABILITIES - Accrued Liabilities on the HTML 32K
Balance Sheet (Details)
49: R33 STOCKHOLDERS EQUITY - Common Stock Issued, Net of HTML 50K
Issuance Costs (Details)
50: R34 STOCK-BASED COMPENSATION - Narrative (Details) HTML 60K
51: R35 STOCK-BASED COMPENSATION - Summary of Stock HTML 41K
Options Outstanding (Details)
52: R36 STOCK-BASED COMPENSATION - Assumptions Used to HTML 30K
Assess Fair Value of Stock Options Granted
(Details)
53: R37 STOCK-BASED COMPENSATION - Summary of RSU Activity HTML 51K
(Details)
54: R38 Other Income, Net (Details) HTML 31K
55: R39 Other Income, Net - Narrative (Details) HTML 36K
56: R40 FEDERAL INCOME TAXES - Schedule of Components of HTML 49K
Future Tax Assets and Liabilities (Details)
57: R41 FEDERAL INCOME TAXES - Schedule of Valuation HTML 26K
Allowance by Tax Jurisdiction (Details)
58: R42 FEDERAL INCOME TAXES - Narrative (Details) HTML 63K
59: R43 FEDERAL INCOME TAXES - Schedule of Loss From HTML 29K
Operations Before Income Taxes (Details)
60: R44 FEDERAL INCOME TAXES - Schedule of Reconciliation HTML 55K
of Expected Income Tax on Net Income at Statutory
Rates (Details)
61: R45 Commitments and Contingencies (Details) HTML 28K
62: R46 LEASES - Narrative (Details) HTML 57K
63: R47 LEASES - Lease cost (Details) HTML 36K
64: R48 LEASES - Supplemental information (Details) HTML 37K
65: R49 LEASES - Maturities of lease liabilities (Details) HTML 49K
66: R50 Inventory (Details) HTML 25K
67: R51 Pay vs Performance Disclosure HTML 33K
68: R52 Insider Trading Arrangements HTML 27K
70: XML IDEA XML File -- Filing Summary XML 120K
73: XML XBRL Instance -- wwr-20231231x10k_htm XML 1.40M
69: EXCEL IDEA Workbook of Financial Report Info XLSX 112K
13: EX-101.CAL XBRL Calculations -- wwr-20231231_cal XML 155K
14: EX-101.DEF XBRL Definitions -- wwr-20231231_def XML 312K
15: EX-101.LAB XBRL Labels -- wwr-20231231_lab XML 925K
16: EX-101.PRE XBRL Presentations -- wwr-20231231_pre XML 668K
12: EX-101.SCH XBRL Schema -- wwr-20231231 XSD 123K
71: JSON XBRL Instance as JSON Data -- MetaLinks 395± 576K
72: ZIP XBRL Zipped Folder -- 0001558370-24-003570-xbrl Zip 675K
Exhibit 97.1
WESTWATER RESOURCES, INC.
COMPENSATION RECOVERY POLICY
This Compensation Recovery Policy (this “Policy”) was adopted by the Board of Directors (the “Board”) of Westwater Resources, Inc. (the “Company”) on August 8, 2023, and became effective on October 2, 2023 (the “Effective Date”). This Policy has been adopted by the Company to address the recovery of erroneously awarded incentive-based compensation in compliance with the rules set forth in Section 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the related listing rules of the New York Stock Exchange – American (the “NYSE American”), specifically including Section 811 of the NYSE American Listed Company Manual (collectively, the “Clawback Rules”). To the extent this Policy is in any manner deemed inconsistent with the Clawback Rules, this Policy shall be treated as retroactively amended to be compliant with such rules.
Definitions
An “Executive Officer” is the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s subsidiaries are deemed executive officers of the Company only if such persons perform policy making functions for the Company.
Reference to “policy-making function” is not intended to include policymaking functions that are not significant. The identification of an Executive Officer for purposes of this Policy would include, at a minimum, executive officers identified pursuant to Item 401(b) of Regulation S-K promulgated under the Exchange Act.
“Financial Reporting Measures” are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the financial statements of the Company or included in a filing made by the Company with the Securities and Exchange Commission (the “SEC”).
“Incentive-Based Compensation” is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
Application of the Policy
This Policy shall apply in the event that:
| ● | the Company is required to prepare an “accounting restatement” due to material noncompliance of the Company with any financial reporting requirement under applicable securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. |
Recovery of Erroneously Awarded Compensation
The compensation that is subject to clawback under this Policy is Incentive-Based Compensation that is Received by an Executive Officer:
| a) | after such person began service as an Executive Officer; |
| b) | who served as an Executive Officer at any time during the performance period for such Incentive-Based Compensation (for the avoidance of doubt, this includes both current and former Executive Officers); |
| c) | while the Company has a class of securities listed on the NYSE American (or such other national securities exchange on which the Company’s securities are then listed); and |
| d) | during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement as described under the heading “Application of the Policy.” Further, see Rule 10D-1(b)(1)(i)(D) of the Exchange Act for certain circumstances under which this Policy will apply to Incentive-Based Compensation Received by an Executive Officer during a transition period arising due to a change in the Company’s fiscal year within or immediately following those three completed fiscal years. |
The Company’s obligation to recover Erroneously Awarded Compensation is not dependent on if or when the restated financial statements are filed.
Determination of Recovery Period
For purposes of determining the relevant recovery period, the date that the Company is required to prepare an accounting restatement shall be the earlier to occur of:
| a) | the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement as described under the heading “Application of the Policy”; or |
2
| b) | the date a court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement. |
Erroneously Awarded Compensation
The amount of Incentive-Based Compensation subject to this Policy (“Erroneously Awarded Compensation”) is the amount of Incentive-Based Compensation Received that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined based on the restated amounts and shall be computed without regard to any taxes paid.
For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an accounting restatement:
| a) | the amount shall be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received; and |
| b) | the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the NYSE American. |
Recovery by the Company
The Company shall recover reasonably promptly any Erroneously Awarded Compensation in compliance with this Policy, except to the extent that: (i) the conditions of paragraphs (a) or (b) below apply; and (ii) the Compensation Committee of the Board (the “Committee”), or in the absence of such a committee, a majority of the independent directors serving on the Board, has made a determination that recovery would be impracticable.
| a) | The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company shall make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the NYSE American. |
| b) | Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the registrant, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. |
3
“Reasonably Promptly”
The Board shall determine the repayment schedule for each amount of Erroneously Awarded Compensation in a manner that complies with the “reasonably promptly” requirement. Such determination shall be made consistent with any applicable legal guidance, by the SEC, the NYSE American, judicial opinion, or otherwise. The determination of what constitutes “reasonably promptly” may vary from case to case and will depend on the particular facts and circumstances applicable to the Company, the accounting restatement and the Erroneously Awards Compensation, among other factors. The Board is authorized to adopt additional rules to further describe what repayment schedules satisfy this requirement.
No Indemnification
Notwithstanding anything to the contrary in any other policy or governing document of the Company or any agreement between the Company and an Executive Officer, no Executive Officer shall be indemnified by the Company against the loss of any Erroneously Awarded Compensation.
Administration of Policy
The Board shall administer this Policy and reserves the right to amend this Policy or any portion of it as it deems appropriate at any time. Decisions of the Board with respect to this Policy shall be final, conclusive and binding on all Executive Officers subject to this Policy, unless determined to be an abuse of discretion or determined to be unenforceable by the SEC or the NYSE American.
Agreement to Policy by Executive Officers
From and after the Effective Date, each award agreement or other document setting forth the terms and conditions of any Incentive-Based Compensation granted to an Executive Officer shall include a provision incorporating the requirements of this Policy.
Further, the Board shall take reasonable steps to inform Executive Officers of this Policy. Executive Officers should read this Policy carefully and ask questions of the Company’s General Counsel. Each Executive Officer will be required to sign a Compensation Recovery Policy Acknowledgement and Agreement in a form hereto as Exhibit A.
4
Exhibit A
COMPENSATION RECOVERY POLICY
ACKNOWLEDGEMENT AND AGREEMENT
This Compensation Recovery Policy Acknowledgement and Agreement (this “Agreement”) is entered into as of the 2nd day of October 2023, between Westwater Resources, Inc. (the “Company”) and _____________________________ (the “Executive”).
Recitals:
WHEREAS, the Executive is an “Executive Officer” of the Company as defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended;
WHEREAS, the Company’s Board of Directors has adopted the Westwater Resources, Inc. Compensation Recovery Policy (the “Policy”); and
WHEREAS, in consideration of, and as a condition to the receipt of, future annual cash and equity-based awards, performance-based compensation and other forms of cash or equity compensation made under the Company’s short-term incentive plan and/or long-term incentive plan (collectively, “Incentive-Based Compensation”), the Executive and the Company are entering into this Agreement.
Agreement:
NOW, THEREFORE, the Company and the Executive hereby agree as follows:
1. The Executive acknowledges receipt of the Policy, a copy of which is attached hereto as Annex A and is incorporated into this Agreement by reference. The Executive has read and understands the Policy and has had the opportunity to ask questions to the Company regarding the Policy.
2. The Executive hereby acknowledges and agrees that the Policy shall apply to any Incentive-Based Compensation (as such term is defined in the Policy) received on or after October 2, 2023 (collectively, the “Compensation”), and all such Compensation shall be subject to repayment or forfeiture under the Policy. The Executive agrees to cooperate fully with the Company and to promptly repay or forfeit such Compensation that the Board determines under the Policy is required to be repaid or forfeited. In the event the Company takes legal action against the Executive for such repayment or forfeiture, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs for such legal action.
3. Any applicable award agreement or other document setting forth the terms and conditions of any Incentive-Based Compensation granted to the Executive on or after October 2, 2023, shall be deemed to include the restrictions imposed by the Policy and incorporate the same by reference. In the event of any inconsistency between the provisions of the Policy and the applicable award agreement or other document setting forth the terms and conditions of any Incentive-Based Compensation, the terms of the Policy shall govern.
5
4. The repayment or forfeiture of Compensation pursuant to the Policy and this Agreement shall not in any way limit or affect the Company’s right to pursue disciplinary action or dismissal, take legal action or pursue any other available remedies available to the Company. This Agreement and the Policy shall not replace, and shall be in addition to, any rights of the Company to recover compensation from its executive officers under applicable laws and regulations, including but not limited to the Sarbanes-Oxley Act of 2002.
5. The Executive acknowledges that the Executive’s execution of this Agreement is in consideration of, and is a condition to, the receipt by the Executive of future Incentive-Based Compensation from the Company; provided, however, that nothing in this Agreement shall be deemed to obligate the Company to make any awards or grants of Incentive-Based Compensation to the Executive in the future.
6. This Agreement may be executed in one or more counterparts, and by facsimile or electronic transmission, each of which will be deemed to be an original but all of which, taken together, shall constitute one and the same Agreement.
7.To the extent not preempted by federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. No modifications or amendments of the terms of this Agreement shall be effective unless in writing and signed by the parties or their respective duly authorized agents. This Agreement and the Policy shall survive and continue in full force in accordance with their terms notwithstanding any termination of the Executive’s employment with the Company and or its affiliates. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Executive, and the successors and assigns of the Company.
8.The Executive acknowledges and agrees that neither the Company’s adoption of the Policy nor the execution of this Agreement shall constitute “Good Reason” to terminate his or her employment within the meaning of any employment agreement between the Executive and the Company that may be in effective as of the date of the execution of this Agreement, as the same may be amended from time-to-time.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
EXECUTIVE | WESTWATER RESOURCES, INC. |
Name: _______________________________ Title: _______________________________ | Name: _______________________________ Title: _______________________________ |
6
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/19/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | ||||
| 8/8/23 | ||||
| List all Filings | ||||