Centrus Energy Corp. (NYSEMKT:LEU) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Departure
Effective August 31, 2017, director Hiroshi Sakamoto resigned from the Board of Directors of Centrus Energy Corp. (“Centrus” or the “Company”). Mr. Sakamoto was elected to the Board by the holders of the Class B common stock, who have the right to elect a total of two directors of the Company.
Director Appointment
to the Certificate of Incorporation of the Company, the holders of a majority of the voting power of the outstanding shares of Class B common stock of Centrus, voting as a separate class, have the right to elect a total of two qualified directors to the Board of Directors of Centrus, subject to certain limitations.Toshiba America Nuclear Energy Corporation (“Toshiba”) and BWXT Investment Company (“BWXT”) are the holders of all currently outstanding shares of Class B common stock of Centrus. Effective September 7, 2017, Tetsuo Iguchi was elected to the Centrus Board of Directors to fill the vacancy in one of the Class B-elected Director positions.
Mr. Iguchi, age 50, is Senior Vice President of Government & Industry Relations and General Manager of the Washington D.C. office of Toshiba America, Inc. Mr. Iguchi previously was assigned to the Overseas Sales and Marketing Department for Nuclear Division and also one of the Mount Fuji project team members working for Fukushima Daiichi restoration efforts. In July 2012, he was appointed Assistant General Manager of the Corporate Government & External Relations Division. He transferred to Toshiba America Inc. as Vice President for Government and Industry Relations and Deputy General Manager of the Washington DC office in January 2013 and was Visiting Fellow for the Center for Strategic and International Studies (CSIS).
Centrus, BWXT and Toshiba are parties to a Strategic Relationship Agreement, dated May 25, 2010, as supplemented by the Supplemental Strategic Relationship Agreement, dated September 30, 2014, a Support Agreement, dated January 5, 2017 and other agreements or arrangements described in the Company’s current reports on Form 8-K filed with the Securities and Exchange Commission on May 25, 2010, August 4, 2014, September 5, 2014 and January 5, 2017.BWXT and Toshiba are stockholders of the Company.
There are no transactions involving the Company and Mr. Iguchi that are reportable to Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.
In addition, Mr. Iguchi and the Company will enter into the Company’s standard indemnification agreement. The form of indemnification agreement was filed as Exhibit 10.77 to the Company’s annual report on Form 10-K for the year ended December 31, 2014, which was filed with the Securities and Exchange Commission on March 16, 2015.