UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Current Report on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K filed by Lightbridge Corporation (the “Company”) with the Securities and Exchange Commission on May 19, 2023 (the “Initial 8-K”). The Initial 8-K reported the final voting results of the Company’s Annual Meeting of Stockholders held on May 18, 2023 (the “2023 Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision regarding the frequency with which it will include stockholder advisory votes to approve the compensation of the Company’s named executive officers in future annual meetings of stockholders (the “Say-on-Frequency Proposal”). No other changes have been made to the Initial 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously reported in the Initial 8-K, the option of “one year” received the highest number of votes cast by stockholders on the Say-on-Frequency Proposal. In light of this result and consistent with the recommendation of the Company’s Board of Directors as set forth in the proxy statement for the 2023 Annual Meeting, the Company will continue to include a non-binding advisory resolution to approve the compensation of the Company’s named executive officers in its proxy materials annually until the next required advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers, or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company and its stockholders. The next advisory vote regarding the frequency of say-on-pay votes is required to occur no later than the Company’s annual meeting of stockholders in 2029.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIGHTBRIDGE CORPORATION |
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Dated: September 6, 2023 | By: | /s/ Seth Grae |
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| Name: | Seth Grae |
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| Title: | President and Chief Executive Officer |
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