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USU > SEC Filings for USU > Form 8-K on 27-Jun-2013All Recent SEC Filings

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Form 8-K for USEC INC


Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements

Item 5.07. Submission of Matters to a Vote of Security Holders.

USEC Inc. ("USEC" or the "Company") held its 2013 annual meeting of stockholders on June 27, 2013. As of the record date, April 29, 2013, there were 124,001,162 shares of common stock outstanding, each entitled to one vote. 79.48% of those shares were represented at the annual meeting.

At the annual meeting, USEC's stockholders voted on five proposals and cast their votes as described below. The proposals are described in detail in the Company's proxy statement.

Proposal 1

USEC's stockholders elected seven directors (listed below) to hold office until
the next annual meeting of stockholders and until his successor is elected and
has qualified. There were no abstentions. The number of votes cast for or
withheld and the broker non-votes were as follows:

Name                      Votes For  Votes Withheld Broker Non-Votes
James R. Mellor, Chairman 39,538,780   3,360,507       55,653,466
Sigmund L. Cornelius      38,223,072   4,676,215       55,653,466
Joseph T. Doyle           39,583,224   3,316,063       55,653,466
William J. Madia          39,769,057   3,130,230       55,653,466
Walter E. Skowronski      39,794,542   3,104,745       55,653,466
M. Richard Smith          39,584,032   3,315,255       55,653,466
John K. Welch             39,224,626   3,674,661       55,653,466

Proposal 2

USEC's stockholders cast their votes with respect to the advisory approval of the Company's executive compensation as set forth below:

Votes For Votes Against Abstentions Broker Non-Votes 26,351,160 14,861,288 1,686,839 55,653,466

Proposal 3

USEC's stockholders approved an amendment to the Company's certificate of incorporation to effect a reverse stock split and authorized share reduction as set forth below:

Votes For Votes Against Abstentions Broker Non-Votes 79,153,624 17,160,341 2,238,788 0

Proposal 4

USEC's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent auditors for 2013 as set forth below:

Votes For Votes Against Abstentions Broker Non-Votes 92,569,860 4,404,435 1,578,458 0

Proposal 5

USEC's stockholders cast their votes with respect to a stockholder proposal regarding executive compensation as set forth below:

Votes For Votes Against Abstentions Broker Non-Votes 7,544,771 33,996,339 1,358,177 55,653,466

Item 8.01 Other Events.

On June 27, 2013, the Company issued a press release announcing that it would be effectuating a 1-for-25 reverse stock split of its common stock, as approved by the Company's stockholders at the 2013 annual meeting. Following the stockholder vote, USEC's Board of Directors determined that a 1-for-25 reverse stock split will be made effective on Monday, July 1, 2013. USEC's common stock will begin trading on the New York Stock Exchange (NYSE) on a split-adjusted basis when the market opens on Tuesday, July 2, 2013. At the effective time of the reverse stock split, every 25 shares of USEC's issued and outstanding common stock will be automatically converted into one issued and outstanding share of common stock, without any change in the par value per share.

As a result of the reverse stock split, the number of issued and outstanding shares of common stock of the Company will be reduced from approximately 124 million to approximately 5 million. The number of authorized shares of common stock will be reduced from 250 million to 25 million. Proportional adjustments will be made to USEC's equity incentive plan and the number of rights associated with each share of USEC's common stock under USEC's tax benefit preservation plan. The reverse stock split will have no effect on the company's authorized shares of preferred stock.

USEC common stock will continue to trade on the NYSE under the symbol "USU," but under a new CUSIP 90333E 207 and ISIN Number US90333E2072.

No fractional shares will be issued in connection with the reverse stock split. Following the reverse stock split, all fractional shares otherwise issuable will be aggregated and sold. Stockholders who otherwise would be entitled to receive fractional shares will be entitled to receive a pro rata portion of the net cash proceeds in lieu of such fractional shares.

While USEC is undertaking the reverse stock split to regain compliance with NYSE continued listing requirements regarding $1.00 minimum share price, there remains uncertainty regarding USEC's ability to maintain compliance with the NYSE's continued listing standards, including uncertainty regarding the NYSE's acceptance of USEC's plan to regain compliance with the NYSE's total market capitalization listing standard, as discussed in the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2013.

A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number  Description

99.1    Press release dated June 27, 2013, issued by USEC Inc.

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