🧾 What This Document Is

This is a preliminary proxy statement (PRE 14A) for Centrus Energy Corp. Think of it as an invitation and informational booklet for the company's upcoming annual shareholder meeting. Its main purpose is to ask shareholders to vote on specific company decisions, like electing directors and approving executive pay.

👉 In simple terms: Shareowners are being asked to vote on five key proposals for the company's direction and governance.

Meeting Details:

When: Thursday, June 18, 2026, at 10:00 a.m. Eastern Time.
Where: Entirely online via a live webcast at www.virtualshareholdermeeting.com/LEU2026.
Record Date: To vote, you must have owned shares as of April 20, 2026.

🏢 What The Company Does

Centrus Energy Corp. is a critical player in the nuclear energy industry. 👉 In simple terms: They are a supplier of nuclear fuel and services. They are particularly known for their work in uranium enrichment, which is a key step in creating fuel for nuclear power plants. Their business is heavily tied to government contracts and national security.

🗳️ The 5 Proposals You're Voting On

This is the core of the meeting. The Board recommends a "FOR" vote on all five items.

Elect Six Directors: Vote to appoint the listed nominees to the Board for one-year terms.
Approve Executive Compensation (Advisory Vote): A non-binding vote to approve how the company pays its top executives ("Say on Pay").
Amend Corporate Charter: Approve a change to allow the company to limit the legal liability of certain officers in specific situations (this is called "exculpation").
Approve the Section 382 Rights Agreement: Renew a special shareholder rights plan. This is a defensive tactic to prevent a large, unexpected takeover that could harm the company's valuable tax benefits.
Ratify the Auditor: Confirm the selection of Deloitte & Touche LLP as the independent accounting firm for 2026.

👥 The Board of Directors: Who's In Charge?

The board provides oversight. Here are the six nominees up for election:

Mikel H. Williams (Age 69): Current Board Chairman. CEO experience in tech and manufacturing.
Kirkland H. Donald (Age 72): Retired Navy Admiral with deep nuclear and defense expertise.
Tina W. Jonas (Age 66): Former DoD Comptroller and UnitedHealth executive. Brings financial and government contracting skills.
William J. Madia (Age 78): Scientist and former manager of U.S. Department of Energy national labs.
Ray A. Rothrock (Age 71): Venture capitalist with a background in nuclear engineering and cybersecurity.
Amir V. Vexler (Age 53): The current President and CEO of Centrus. He brings direct operational leadership.

👉 Why it matters: The board is stacked with nuclear, government, and cybersecurity experts, reflecting the company's highly regulated and security-sensitive industry.

💰 Executive Compensation (The "Pay" Part)

The proxy details how the top bosses are paid. For 2025, the Summary Compensation Table shows:

CEO Amir Vexler's Total Compensation: $4,511,276.
This is made up of a base salary, stock awards, incentive plan payouts, and other benefits.

👉 The Philosophy: The company aims to tie pay closely to performance, with a mix of salary, annual cash bonuses, and long-term stock awards that vest over time to align executives' interests with shareholders.

🏛️ Corporate Governance Highlights

This section explains the rules and structure for managing the company fairly and ethically.

Separate Chairman & CEO: Mikel Williams (independent) is Chairman, while Amir Vexler is CEO. This separates oversight from management.
Committee Structure: Key committees (Audit, Compensation, Technology) are made up entirely of independent directors.
Stock Ownership Rules: Executives and directors are required to own significant company stock, aligning their wealth with shareholders.
Virtual Meeting: The entire annual meeting is online, which the company says improves access and communication.

📅 Shareholder Engagement & Response

Centrus management actively talked to its biggest investors after the 2025 meeting. They listened to feedback and took action:

What they heard: Requests for clearer financial guidance, better tracking of their big centrifuge project, and deeper technical oversight.
How they responded: They re-established financial guidance, provided operational milestones for the centrifuge project, gave capital spending guidance, and hired new executives with strong nuclear engineering backgrounds.

🧠 The Analogy

Running Centrus is like captaining a high-tech, nuclear-powered submarine. You need an expert crew (the Board) with specific skills (nuclear, government contracts), strict protocols (governance rules), and a clear destination (strategy). This document is the checklist for the annual crew review, where passengers (shareholders) get to vote on the crew's leadership and approve the captain's (CEO's) plan.

🧩 Final Takeaway

This proxy statement sets the stage for Centrus Energy's 2026 shareholder meeting. The key takeaways are the renewal of a defensive rights plan, the election of a security and nuclear-experienced board, and the opportunity to approve the company's executive pay structure. It shows a company deeply embedded in the national security-focused nuclear industry, actively managing both its operations and its relationship with investors.

LEU Proxy Seeks Approval for Defensive Rights Agreement