WWR Westwater Resources, Inc. - 8-K

Item 5.03

Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.

On Friday, May 22,
2026, at 8:00 a.m. Mountain Time, Westwater Resources, Inc. (the “ Corporation ”)
held its Annual General Meeting of Stockholders (the “ Annual Stockholder Meeting ”).

As described under Item
5.07 of this Current Report, the Corporation’s stockholders approved an amendment (“ Amendment ”)
to the Company's Amended and Restated Certification of Incorporation (as amended, the “ Certificate
of Incorporation ”) to increase the number of authorized shares of common stock of the Corporation from 200,000,000 shares
to 400,000,000 shares. The Amendment was filed with the office of the Secretary of State of Delaware on May 22, 2026, and became
effective upon filing. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by
reference to the complete text of the Amendment, a copy of which is filed as Exhibit 3.1 to this report and is incorporated by reference
herein.

Item 5.07

Submission of Matters
to a Vote of Security Holders.

At the Annual
Stockholder Meeting, six proposals were submitted to the stockholders for approval as set forth in the definitive Proxy Statement as
filed with the SEC on March 31, 2026 (the “ Proxy Statement ”). As of the record date, March 30, 2026, a
total of 124,702,952 shares of common stock of the Corporation were issued and outstanding and entitled to vote. The holders of
record of
63,938,258
shares of common stock were present in person or represented by proxy at the Annual Stockholder Meeting. Such amount represented
51.27%
of the shares entitled to vote at such meeting and constituted a quorum in accordance with the applicable provisions of the By-Laws
of the Corporation. The six proposals submitted to the stockholders for approval were to:

1.              Elect
as directors the five nominees named in the Proxy Statement.

2.              Approve
an amendment to the Corporation’s 2013 Omnibus Incentive Plan as amended (the “ Incentive
Plan ”), to increase the authorized number of shares of common stock of the Corporation available and reserved for issuance
under the Incentive Plan by 6,100,000 shares.

3.              Approve
an Amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock of the Corporation from
200,000,000 shares to 400,000,000 shares.

4.              Provide
advisory approval of the Corporation’s executive compensation.

5.              Ratify
the appointment of Baker Tilly US, LLP as the Corporation’s independent registered public accountant for 2026.

6.              Approve,
for purposes of complying with NYSE American Rule 713(a), the issuance of shares of common stock representing 20% or more upon the
conversion of certain Convertible Notes.

At the Annual Stockholder Meeting, the stockholders approved all six
of the proposals submitted. The specific voting results are provided below:

Proposal 1 - Election
of Directors

Nominees

For

Withheld

Broker Non-Votes

Terence J. Cryan

20,750,583

2,321,996

40,865,679

Frank Bakker

21,392,651

1,679,928

40,865,679

Tracy D. Pagliara

20,132,879

2,939,700

40,865,679

Karli S. Anderson

21,478,298

1,594,281

40,865,679

Deborah A. Peacock

21,554,527

1,518,052

40,865,679

Proposal 2 - Approval
of an Amendment to the Incentive Plan

For

Against

Abstain

Broker Non-Votes

16,580,833

6,143,016

348,730

40,865,679

Proposal 3 - Amendment to Certificate
of Incorporation to Increase the Authorized Common Shares

For

Against

Abstain

Broker Non-Votes

50,462,758

12,980,650

494,850

0

Proposal 4 - Non-binding
Advisory Approval of Executive Compensation

For

Against

Abstain

Broker Non-Votes

19,109,776

3,489,887

472,916

40,865,679

Proposal 5 - Ratification of the Appointment
of Baker Tilly US, LLP

For

Against

Abstain

Broker Non-Votes

61,571,486

1,426,753

940,019

0

Proposal 6 - Issuance of Common Stock Upon Conversion of Convertible
Notes

For

Against

Abstain

Broker Non-Votes

20,360,680

2,148,847

563,052

40,865,679

Item 9.01 Financial Statements and Exhibits.

Exhibit

No.

Description

3.1

Certificate
of Amendment to Amended and Restated Certificate of Incorporation of Westwater Resources, Inc.

104

Cover Page Interactive Data File (the cover page XBRL
tags are embedded in the Inline XBRL document).