Schedule 14A


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549
SCHEDULE 14A

(Rule 14a-101)
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.  )

 

 

 

Filed by the Registrantþ

 

 

Filed by a Party other than the Registranto

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Check the appropriate box:

 

 

 

þ Preliminary Proxy Statement

 

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

o Definitive Proxy Statement

 

 

 

o Definitive Additional Materials

 

 

o Soliciting Material Pursuant to § 240.14a-12

USEC INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
      þ No fee required.
      o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
      (1) Title of each class of securities to which transaction applies:

      (2) Aggregate number of securities to which transaction applies:

 

 

 

 

(3) 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):


      (4) Proposed maximum aggregate value of transaction:

      (5) Total fee paid:


 

 

 

 



Fee paid previously with preliminary materials.

 

 

 

 



Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

      (1) Amount previously paid:

      (2) Form, schedule or registration statement no.:

      (3) Filing party:

      (4) Date filed:

 



 

USEC Inc.

Two Democracy Center

6903 Rockledge Drive

Bethesda, Maryland 20817

 

March   , 2008

 

Dear Shareholder:

 

You are cordially invited to attend our annual meeting of shareholders to be held on Thursday, April 24, 2008, at 10:00 a.m., Eastern Daylight Time, at the Marriott Bethesda North Hotel and Conference Center, 5701 Marinelli Road, North Bethesda, Maryland.

 

Matters scheduled for consideration at this meeting are (1) the election of ten directors, (2) the approval of a proposed amendment to the Company’s certificate of incorporation relating to the Company’s rights with respect to common stock held by foreign persons, and (3) the ratification of the appointment of the Company’s independent auditors. The meeting will also provide an opportunity to review with you USEC’s business during the year ended December 31, 2007.

 

Your vote is important no matter how many shares you own. We encourage you to vote your shares today. You may vote by completing and returning the enclosed proxy card in the postage-paid envelope provided or by using telephone or Internet voting systems. If you do attend the meeting and desire to vote in person, you may do so even though you have previously submitted your proxy.

 

We appreciate your continued confidence in the Company and look forward to seeing you at the annual meeting.

 Sincerely,

 

 

 

 

 

 

 

 

 

 

 


 

 

 

James R. Mellor

 

John K. Welch

 

 

Chairman of the Board

 

President and Chief Executive Officer

 



 

USEC Inc.

Two Democracy Center

6903 Rockledge Drive

Bethesda, Maryland 20817
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held April 24, 2008

 

The Annual Meeting of Shareholders of USEC Inc. will be held on Thursday, April 24, 2008, at 10:00 a.m., Eastern Daylight Time, at the Marriott Bethesda North Hotel and Conference Center,

5701 Marinelli Road, North Bethesda, Maryland, for the purpose of considering and voting upon:

 

1. The election of ten directors for a term of one year;

 

2. The approval of a proposed amendment to the Company’s certificate of incorporation relating to the Company’s rights with respect to common stock held by foreign persons;

 

3. The ratification of the appointment of PricewaterhouseCoopers LLP as USEC’s independent auditors for 2008; and

 

4. Such other business as may properly come before the meeting or any adjournments thereof.

 

We are enclosing a copy of the Company’s Annual Report for the year ended December 31, 2007 with this Notice and Proxy Statement.

 

The record date for determining shareholders entitled to notice of, and to vote at, the meeting was the close of business on February 28, 2008. Please complete and return the enclosed proxy card in the postage-paid envelope provided at your earliest convenience, or use telephone or Internet voting systems to vote your shares.

 

By Order of the Board of Directors,

 



Allen L. Lear

Interim General Counsel and Secretary

 

Bethesda, Maryland

March   , 2008
 

2008 PROXY STATEMENT

 

 

TABLE OF CONTENTS

 


 

 

 

 

 

 

 

Page

 

 

 

 

 

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

 

 

1

 

ITEM 1. ELECTION OF DIRECTORS

 

 

5

 

GOVERNANCE OF THE COMPANY

 

 

8

 

Governance Information

 

 

8

 

Our Governance Guidelines

 

 

8

 

Executive Sessions of Non-Management Directors

 

 

8

 

Communications with the Board of Directors

 

 

8

 

Director Independence

 

 

8

 

Criteria for Board Membership

 

 

9

 

Director Nominations by Shareholders

 

 

9

 

Code of Business Conduct

 

 

10

 

Transactions with Related Persons

 

 

10

 

Corporate Governance Information

 

 

10

 

Board and Committee Membership

 

 

11

 

Audit, Finance and Corporate Responsibility Committee

 

 

11

 

Compensation Committee

 

 

12

 

Nominating and Governance Committee

 

 

12

 

Regulatory and Government Affairs Committee

 

 

12

 

Technology and Competition Committee

 

 

12

 

Compensation of Directors

 

 

13

 

Standard Non-Employee Director Compensation Arrangement

 

 

13

 

Director Deferred Compensation Plan

 

 

13

 

Arrangements with James R. Mellor

 

 

14

 

Director Stock Ownership Guidelines

 

 

14

 

Director Compensation in Fiscal Year 2007

 

 

14

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

 

17

 

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

 

19

 

EXECUTIVE COMPENSATION

 

 

20

 

Compensation Discussion and Analysis

 

 

20

 

Compensation Committee Report

 

 

36

 

Summary Compensation Table

 

 

37

 

Grants of Plan Based Awards in Fiscal Year 2007

 

 

39

 

Outstanding Equity Awards at Fiscal Year-End December 31, 2007

 

 

40

 

Option Exercises and Stock Vested in Fiscal Year 2007

 

 

41

 

Pension Benefits in Fiscal Year 2007

 

 

42

 

Nonqualified Deferred Compensation in Fiscal Year 2007

 

 

44

 

Potential Payments Upon Termination or Change in Control

 

 

44

 

ITEM 2. APPROVAL OF PROPOSED AMENDMENT TO OUR CERTIFICATE OF INCORPORATION RELATING TO THE COMPANY’S RIGHTS WITH RESPECT TO COMMON STOCK HELD BY FOREIGN PERSONS

 

 

51

 

ITEM 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

 

 

57

 

Audit and Non-Audit Fees

 

 

57

 

AUDIT, FINANCE AND CORPORATE RESPONSIBILITY COMMITTEE REPORT

 

 

58

 

DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS AND OTHER INFORMATION

 

 

59

 

Date for Submission of Shareholder Proposals

 

 

59

 

Other Matters

 

 

59

 

Appendix A — Proposed Certificate of Amendment to Certificate of Incorporation

 

 

A-1

 

 
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