UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
INTERNATIONAL ISOTOPES 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):
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF 2023 ANNUAL MEETING
OF SHAREHOLDERS
To the Shareholders of International Isotopes
Inc.:
NOTICE IS HEREBY GIVEN that the 2023 Annual
Meeting of Shareholders (the “Annual Meeting”) of International Isotopes Inc. (the “Company” or “our”)
will be held at 2:00 p.m., local time, on Wednesday, July 12, 2023, at our corporate headquarters located at 4137 Commerce Circle, Idaho
Falls, Idaho 83401, for the following purposes:
| 1. | To elect three directors to serve for a term of one year and until their successors are elected and qualified; |
| 2. | To ratify the appointment of Haynie & Company as our independent registered public accounting firm
for the fiscal year ending December 31, 2023; and |
| 3. | To consider any other business that may properly come before the Annual Meeting. |
Record Date
You are entitled to vote only if you
were a shareholder of the Company as of the close of business on May 22, 2023. As of that date, there were 517,941,366 shares of common
stock outstanding. A list of shareholders of record will be maintained and open for examination by any of our shareholders, for any purpose
relating to the Annual Meeting, during regular business hours at the address listed above for 10 days prior to the Annual Meeting.
Voting
Your vote is important. We encourage you to read the accompanying
proxy materials and submit your vote as soon as possible. You can find information about how to cast your vote in the question-and-answer
section of the accompanying proxy statement.
Pursuant to rules adopted by the U.S.
Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials via the Internet.
Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders entitled
to notice of, and to vote at, the Annual Meeting and at any postponement or adjournment thereof. Shareholders will have the ability to
access the proxy materials at www.envisionreports.com/INIS or request to receive a printed set of the
proxy materials by mail or an electronic set of materials by email. Instructions on how to access the proxy materials over the Internet
or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed
form by mail or electronically by email on an ongoing basis. We believe these rules allow us to provide our shareholders with the information
they need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE 2023 ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON JULY 12, 2023. The Notice,
our proxy statement and 2022 Annual Report on Form 10-K are available at: www.envisionreports.com/INIS.
BY ORDER OF THE BOARD OF DIRECTORS, |
|
|
/s/ Steve T. Laflin |
|
Steve T. Laflin |
|
Chief Executive Officer and Director |
|
Idaho Falls, Idaho
May 24, 2023
TABLE OF CONTENTS
4137 Commerce Circle
Idaho Falls,
Idaho 83401
_____________________________________
PROXY STATEMENT
_____________________________________
2023 ANNUAL MEETING OF SHAREHOLDERS
INFORMATION CONCERNING
SOLICITATION AND VOTING
This proxy statement contains information relating
to the solicitation of proxies by the Board of Directors (the “Board”) of International Isotopes Inc. (the “Company”,
“we”, “us” or “our”) for our 2023 Annual Meeting of Shareholders (the “Annual Meeting”)
to be held on Wednesday, July 12, 2023, at 2:00 p.m., local time, or at any adjournment or postponement thereof, for the purposes set
forth herein and in the accompanying Notice of 2023 Annual Meeting of Shareholders. The Annual Meeting will be held at our corporate
headquarters located at 4137 Commerce Circle, Idaho Falls, Idaho 83401
On or about June 2, 2023, we will commence mailing
a Notice of Internet Availability of Proxy Materials (the “Notice”). The Notice contains instructions on how to access this
proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”) over the
Internet, which are available at www.envisionreports.com/INIS. The Notice also contains instructions on how to request a paper copy of
our proxy materials, including this proxy statement, the 2022 Annual Report and a form of proxy card or voting instruction card. This
proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE ANNUAL MEETING
| Q: | Why am I receiving these materials? |
| A: | The Board is providing these proxy materials to you in connection
with the solicitation of proxies by the Board for the Annual Meeting, which will take place on July 12, 2023. As a shareholder, you are
invited to attend the Annual Meeting and are entitled to and requested to vote on the items of business described in this proxy statement. |
| Q: | What information is contained in this proxy statement? |
| A: | The information included in this proxy statement relates to
the proposals to be voted on at the Annual Meeting, the voting process, our Board and Board committees, the compensation of our directors
and certain executive officers, and certain other required information. |
| Q: | How may I obtain the 2022 Annual Report to Shareholders and
Form 10-K? |
| A: | A copy of our 2022 Annual Report is available at www.envisionreports.com/INIS.
Shareholders may request any exhibit to our 2022 Annual Report by specifically requesting a copy from our principal executive office
in writing to International Isotopes Inc., Attn: Secretary, 4137 Commerce Circle, Idaho Falls, Idaho 83401, or by telephone
at (208) 524-5300. |
| | Copies of the 2022 Annual Report are also available in the Investor
Center section of our website at www.intisoid.com and on the SEC’s website at www.sec.gov. The information contained on, or accessible
through, our website is not part of, or incorporated by reference in, this proxy statement. |
International Isotopes Inc. | 2023 Proxy Statement | 1
| Q: | What items of business will be voted on at the Annual Meeting? |
| A: | The items of business scheduled to be voted on at the Annual
Meeting are: |
| · | The election of three directors to serve for a term of one year and until their successors are elected
and qualified (Proposal 1); |
| · | The ratification of Haynie & Company as our independent registered public accounting firm for the
fiscal year ending December 31, 2023 (Proposal 2); and |
| · | To consider any other business that may properly come before the Annual Meeting. |
| Q: | How does the Board recommend that I vote? |
| A: | The Board recommends that you vote as follows: |
| · | “FOR” each of the three director nominees set forth in Proposal 1; and |
| · | “FOR” the ratification of Haynie & Company as our independent registered public accounting
firm for the fiscal year ending December 31, 2023 (Proposal 2). |
| | Any properly authorized proxy as to which no instructions are
given will be voted in accordance with the foregoing recommendations. |
| Q: | What shares can I vote? |
| A: | Each share of our issued and outstanding common stock as of
the close of business on May 22, 2023 (the “Record Date”) is entitled to be voted on all items being voted upon at the Annual
Meeting. You are entitled to one vote for each share of common stock you own. You may vote all shares owned by you as of the Record Date,
including (i) shares held directly in your name as the shareholder of record, and (ii) shares held for you as the beneficial owner through
a broker, trustee or other nominee such as a bank or brokerage service. On the Record Date, we had 517,941,366 shares of common stock
issued and outstanding. |
| Q: | What is the difference between holding shares as a shareholder
of record and as a beneficial owner? |
| A: | Most shareholders hold their shares through a broker, trust,
bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of
record and those owned beneficially. |
Shareholder of Record
If your shares are registered directly in your
name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, the shareholder of
record, and these proxy materials are being sent directly to you by us. As the shareholder of record, you have the right to grant your
voting proxy directly to us or to vote in person at the Annual Meeting. You may authorize your proxy by filling out the proxy card included
with the materials or by following the instructions on the Notice or your proxy card to vote by telephone or on the Internet.
Beneficial Owner
If your shares are held in an account at a
brokerage firm, bank, broker-dealer, trust or similar organization, then you are considered the beneficial owner of shares held in “street
name,” and these proxy materials are being forwarded to you together with a voting instruction card. The organization holding your
account is considered the shareholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right
to direct your broker, trustee, bank, or other nominee how to vote and are also invited to attend the Annual Meeting. Those instructions
are contained in a “vote instruction form.”
Since a beneficial owner is not the shareholder
of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker,
trustee, bank or other nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. Your broker, trustee,
bank or other nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee, bank or other nominee
how to vote your shares.
International Isotopes Inc. | 2023 Proxy Statement | 2
| Q: | How can I attend the Annual Meeting? |
| A: | You are entitled to attend the Annual Meeting only if you were
a shareholder or joint holder as of the close of business on the Record Date, or you hold a valid proxy for the Annual Meeting. You should
be prepared to present photo identification for admittance at the Annual Meeting. In addition, if you are a shareholder of record, your
name will be verified against the list of shareholders of record on the Record Date prior to your being admitted to the Annual Meeting.
If you are not a shareholder of record but hold shares through a broker or nominee (i.e., in street name), you should provide proof of
beneficial ownership on the Record Date, such as your most recent account statement prior to the Record Date, a copy of the voting instruction
card provided by your broker, trustee or nominee, or other similar evidence of ownership. If you do not provide photo identification
or comply with the procedures outlined above upon request, you will not be admitted to the Annual Meeting. The Annual Meeting will begin
promptly at 2:00 p.m., local time. If you need directions to the location of the Annual Meeting, please call us at (208) 524-5300. |
| Q: | How can I vote my shares in person at the Annual Meeting? |
| A: | Shares held in your name as the shareholder of record may be
voted in person at the Annual Meeting. Shares held beneficially in street name may be voted in person only if you obtain a valid proxy
from the broker, trustee, bank or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend
the Annual Meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be
counted if you later decide not to attend the Annual Meeting. |
| Q: | How can I vote my shares without attending the Annual Meeting? |
| A: | Whether you hold shares directly as a shareholder of record
or beneficially in street name, you may vote without attending the Annual Meeting. You may vote by granting a proxy or, for shares held
beneficially in street name, by submitting voting instructions to your broker, bank or other agent. In most cases, you will be able to
do this by using the Internet, by telephone or by mail if you received a printed set of the proxy materials. |
By Internet —
If you have Internet access, you may vote your shares by logging into the secure website, which will be listed on your Notice
or the proxy card, and following the instructions provided.
By Telephone —
If you have telephone access, you may vote your shares by calling the toll-free number listed on the proxy card and following the instructions
provided.
By Mail — If you requested
printed copies of the proxy materials, you may submit your proxy by mail by signing your proxy card if your shares are registered or,
for shares held beneficially in street name, by following the voting instructions included by your broker, bank or other agent, and mailing
it in accordance with the instructions provided. If you provide specific voting instructions, your shares will be voted as you have instructed.
Votes submitted via the Internet or by telephone
must be received by 2:00 p.m. MST on July 12, 2023. Submitting your proxy via the Internet or by telephone will not affect your right
to vote in person should you later decide to attend the Annual Meeting. Even if you plan to attend the Annual Meeting, we encourage you
to submit your proxy to vote your shares in advance of the Annual Meeting.
We provide Internet and telephone proxy voting
with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you
must bear any costs associated with your Internet and telephone access, such as usage charges from Internet access providers and telephone
companies.
| Q: | Can I change or revoke my vote? |
| A: | You may change or revoke your vote at any time prior to the
vote at the Annual Meeting. If you are the shareholder of record, you may change your vote by submitting a new proxy bearing a later
date (which automatically revokes the earlier proxy), by providing a written notice of revocation, prior to your shares being voted,
to our Secretary at International Isotopes Inc., Attn: Secretary, 4137 Commerce Circle, Idaho Falls, Idaho 83401, or by attending the
Annual Meeting and voting in person. Attendance at the Annual Meeting alone will not cause your previously granted proxy to be revoked,
unless you specifically so |
International Isotopes Inc. | 2023 Proxy Statement | 3
| | request. For shares you hold beneficially in street name, you
may change your vote by submitting new voting instructions to your broker, trustee, bank or other nominee, or, if you have obtained a
legal proxy from your broker, trustee, bank or other nominee giving you the right to vote your shares, by attending the Annual Meeting
and voting in person. |
| Q: | Is my vote confidential? |
| A: | Proxy instructions, ballots and voting tabulations that identify
individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the
Company or to third parties, except: (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes
and certification of the vote, and (3) to facilitate a successful proxy solicitation. Occasionally, shareholders provide written comments
on their proxy card, which are then forwarded to our management. |
| Q: | How many shares must be present or represented to conduct business
at the Annual Meeting? |
| A: | Transaction of business at the Annual Meeting may occur only
if a quorum is present. The quorum requirement for holding the Annual Meeting and transacting business is that holders of a majority
of the outstanding shares of our common stock entitled to vote must be present in person or represented by proxy. Abstentions, votes
withheld and broker non-votes are counted for the purpose of determining the presence of a quorum. |
| A: | In the election of directors (Proposal 1), you may vote “FOR”
or “WITHHELD” with respect to one or more of the nominees. For Proposal 2, you may vote “FOR,” “AGAINST”
or “ABSTAIN.” |
| | If you provide specific instructions with regard to a certain
item, your shares will be voted as you instruct on such items. If you are a shareholder of record and you sign and return your proxy
card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board (“FOR”
all of the director nominees and “FOR” the ratification of Haynie & Company as our independent registered public accounting
firm for the fiscal year ending December 31, 2023). |
| Q: | What is the voting requirement
to approve each of the proposals? |
| A: | Directors are elected (Proposal 1) by a plurality of the votes
cast, provided that a majority of the outstanding shares of common stock are present or represented and entitled to vote at the Annual
Meeting. Thus, the three nominees who receive the greatest number of “FOR” votes will be elected directors. |
The ratification of Haynie & Company
as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal 2), requires the affirmative
vote of a majority of the shares present in person or represented by proxy at the Annual Meeting.
Abstentions are shares that abstain from
voting on a particular matter. Abstentions count as being present for purposes of determining whether a quorum of shares is present at
the Annual Meeting. Abstentions will have no effect on Proposal 1, the election of directors, since approval by a percentage of the shares
present in person or represented by proxy or outstanding is not required. Abstentions will have the same effect as a vote “AGAINST”
on the ratification of the appointment of our independent registered public accounting firm (Proposal 2).
If your broker holds your shares in its name
(also known as “street name”), and does not receive voting instructions from you, the broker is permitted to vote your shares
only on “routine” matters. The ratification of Haynie & Company as our independent registered public accounting firm for
the fiscal year ending December 31, 2023 (Proposal 2) is the only discretionary matter that a broker is permitted to vote on at the Annual
Meeting. Broker non-votes are generally not considered votes entitled to vote at the Annual Meeting and therefore will have no direct
impact on the outcome of the vote for Proposal 1. We urge you to give voting instructions to your broker on all voting items.
| Q: | Is cumulative voting permitted for the
election of directors? |
| A: | No. We do not allow you to cumulate your vote in the election
of directors. For all matters proposed for shareholder action at the Annual Meeting, each share of common stock outstanding as of the
close of business on the Record Date is entitled to one vote. |
International Isotopes Inc. | 2023 Proxy Statement | 4
| Q: | What happens if additional matters are
presented at the Annual Meeting? |
| A: | Other than the items of business described in this proxy statement,
we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders,
Steve T. Laflin and W. Matthew Cox will have the discretion to vote your shares on any additional matters properly presented for a vote
at the Annual Meeting. If for any unforeseen reason any of our nominees is not available as a candidate for director, the persons named
as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board, unless the Board chooses
to reduce the number of directors serving on the Board. |
| Q: | What does it mean if I receive more than
one set of proxy materials? |
| A: | If you received more than one Notice (or full set of printed
proxy materials), this means that you have multiple accounts holding shares of our common stock. These may include accounts with our
transfer agent, and accounts with a broker, bank or other holder of record. Please vote all proxy cards for which you receive a Notice
(or full set of printed proxy materials) to ensure that all of your shares are voted. |
| Q: | Who will bear the cost of soliciting votes for the Annual Meeting? |
| A: | We are making this solicitation and will pay the entire cost
of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. In addition to the mailing of
these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our
directors, officers and employees, who will not receive any additional compensation for such solicitation activities. We may also engage
a proxy solicitor for a reasonable fixed fee, plus reasonable expenses for such services. Upon request, we will reimburse brokerage houses
and other custodians, nominees and fiduciaries for forwarding proxy and solicitation materials to shareholders. Your cooperation in promptly
voting your shares and submitting your proxy by telephone, Internet or by completing and returning the enclosed proxy card will help
to avoid additional expense. |
| Q: | What is the deadline to propose actions
for consideration at next year’s annual meeting of shareholders or to nominate individuals
to serve as directors? |
| A: | You may submit proposals, including director nominations, for
consideration at future shareholder meetings. |
Shareholder Proposals: For a shareholder
proposal to be considered for inclusion in our proxy statement for the 2024 Annual Meeting of Shareholders pursuant to SEC Rule 14a-8,
the written proposal must be received by our Secretary at our principal executive offices no later than February 3, 2024. If the date
of the 2024 Annual Meeting of Shareholders is moved more than 30 days before or after the anniversary date of this year’s Annual
Meeting, the deadline for inclusion of proposals in our proxy statement is instead a reasonable time before we begin to print and mail
the proxy materials. Such proposals must also comply with SEC regulations regarding the inclusion of shareholder proposals in company-sponsored
proxy materials. Proposals should be addressed to International Isotopes Inc., Attn: Secretary, 4137 Commerce Circle, Idaho Falls, Idaho
83401.
For a shareholder proposal that is not intended
to be included in our proxy statement as described above, the shareholder must deliver a proxy statement and form of proxy to holders
of a sufficient number of shares of our common stock to approve that proposal and give notice to us no later than April 18, 2024. If the
date of the 2024 Annual Meeting of Shareholders is moved more than 30 days before or after the anniversary date of this year’s Annual
Meeting, the deadline is instead a reasonable time before we mail the proxy materials.
Nomination of Director Candidates: You
may propose director candidates for consideration by the Board. Any such recommendations should include the nominee’s name and qualifications
for Board membership and should be directed to our Secretary at the address of our principal executive offices set forth above.
To comply with the universal proxy rules,
shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice
that sets forth the information required by Rule 14a-19 under the Securities and Exchange Act of 1934, as amended (the “Exchange
Act”), no later than May 13, 2024. In addition, Rule 14a-19 under the Exchange Act requires additional information be included in
director nomination notices, including a statement that the stockholder intends to solicit the holders of shares representing at least
67% of the voting power of shares entitled to vote on the
International Isotopes Inc. | 2023 Proxy Statement | 5
election of directors. If any change occurs with respect to
such stockholder’s intent to solicit the holders of shares representing at least 67% of such voting power, such stockholder must
notify us promptly.
| Q: | How may I communicate with the Board
or the non-employee directors on the Board? |
| A: | Any shareholder or other interested party may contact the Board
or any individual director, including any non-employee director or the non-employee directors as a group, by directing the communication
by mail or fax addressed to International Isotopes Inc., Attn: Chairman of the Board of Directors, 4137 Commerce Circle, Idaho Falls,
Idaho 83401, Fax: (208) 524-1411. In general, any shareholder communication delivered to us for forwarding to the Board or specified
directors will be forwarded in accordance with the shareholder’s instructions. |
| Q: | Where can I find the voting results of
the Annual Meeting? |
| A: | We will announce the voting results of the Annual Meeting in
a Current Report on Form 8-K, which will be filed with the SEC within four business days following the Annual Meeting. |
| Q: | Who can help answer my questions? |
| A: | If you have any questions about the Annual Meeting or how to
vote or revoke your proxy, you should contact us at International Isotopes Inc., Attn: Secretary, 4137 Commerce Circle, Idaho Falls,
Idaho 83401, or by telephone at (208) 524-5300. |
International Isotopes Inc. | 2023 Proxy Statement | 6
PROPOSAL 1: ELECTION OF DIRECTORS
Our Board currently consists of three directors:
Dr. Robert Atcher, Christopher Grosso and Steve T. Laflin. At the Annual Meeting, each director will be elected to serve until the next
annual meeting of shareholders and until his successor is elected and qualified. There are no family relationships among our executive
officers and directors.
If you are a record holder and you sign your
proxy card, but do not give instructions with respect to the voting of directors, your share will be voted “FOR” the three
director nominees recommended by the Board. If you wish to give specific instructions with respect to the voting of directors, you may
do so by indicating your instructions on your proxy card.
The Board expects that all of the director nominees
will be available to serve as directors, and each of the director nominees has consented to being named in this proxy statement. In the
event that any director nominee should become unavailable, however, the proxy holders, Steve T. Laflin and W. Matthew Cox, will vote
for a director nominee or nominees designated by the Board, unless the Board chooses to reduce the number of directors serving on the
Board.
Director Nominees
Biographical information and the business experience
for our directors who were nominated by our Board for re-election at the Annual Meeting is set forth below.
Dr. Robert Atcher,
age 71, has served as a director since August 2017. Dr. Atcher retired in 2017 from the Los Alamos National Laboratory, a national nuclear
laboratory for the U.S. Department of Energy, where, for over 20 years, he worked on various medical applications for isotopes. Dr. Atcher
also retired as the UNM/LANL Professor of Pharmacy in the College of Pharmacy at University of New Mexico in 2018. From 2016 to 2018,
Dr. Atcher served as President of the Education and Research Foundation for the Society of Nuclear Medicine and Molecular Imaging, a nonprofit
foundation to support research and training for professionals in the field, and he is a past president and fellow of the Society of Nuclear
Medicine and Molecular Imaging. He is also a Fellow of the American Institute of Chemistry. Dr. Atcher graduated from Washington University
in St. Louis with a degree in Chemistry, received his Ph.D. in Nuclear Chemistry from the University of Rochester, and his postdoctoral
training was done at Harvard Medical School in Boston, Massachusetts. He also received an M.B.A. from the University of New Mexico. Dr.
Atcher also holds an adjunct faculty appointment in the Radiopharmacy Program at the College of Pharmacy, University of New Mexico. Dr.
Atcher is a radiopharmaceutical chemist who has focused his work on the diagnosis and treatment of cancer and heart disease. Dr. Atcher’s
significant expertise in nuclear medicine provides invaluable expertise to our Board in matters regarding our operations and strategic
direction.
Christopher Grosso, age 55, has served
as a director since April 2002 and as the Chairman of the Board since July 2017. Mr. Grosso has been a partner of Kershner Grosso, Inc.
(“Kershner Grosso”), a New York-based money management firm, since 1998, where he currently leads the firm’s investment
research, stock selection and trading activities. Mr. Grosso was also a member of RadQual, LLC (“RadQual”), a global supplier
of molecular imaging quality control devices, until its sale to the Company in July 2021. From 1989 to 1998, Mr. Grosso was a Senior Research
Analyst and Portfolio Manager with Kershner Grosso. Prior to joining Kershner Grosso, Mr. Grosso was with Howe and Rusling Investment
Management and Chase Manhattan Bank. Mr. Grosso received a B.S. in Business Administration from Skidmore College. Mr. Grosso’s significant
financial expertise, including extensive experience with capital markets, investment banking and venture capital transactions, provides
invaluable expertise to our Board in matters regarding our capital requirements and strategic direction.
Steve T. Laflin, age 66, has served as a
director since June 2001. Since August 2001, Mr. Laflin has also served as Chief Executive Officer, and he served as our President
from August 2001 to May 2023. Mr. Laflin was also a member of RadQual until its sale to the Company in July 2021. From 1996 to 2001, he
served as President and General Manager of International Isotopes Idaho Inc., one of our subsidiaries. Mr. Laflin received a B.S. in
Physics from Idaho State University and has been employed in various senior engineering and management positions in the nuclear
industry since 1992. In addition to his institutional knowledge from his long tenure of service to us and his position as an
executive officer, Mr. Laflin’s significant engineering and management background in the nuclear industry is invaluable to the
Board.
THE BOARD RECOMMENDS A VOTE “FOR” THE
ELECTION OF EACH OF THE NOMINEES TO THE BOARD. |
International Isotopes Inc. | 2023 Proxy Statement | 7
CORPORATE GOVERNANCE PRINCIPLES AND BOARD
MATTERS
We are committed to having sound corporate
governance principles, which are essential to running our business efficiently and maintaining our integrity in the marketplace. Our
Code of Ethics is available at www.intisoid.com in the Investor Center section of our website.
Board Independence
The Board has determined that each of our
current directors and nominees, other than Steve T. Laflin, is “independent” under listing rules of The Nasdaq Stock Market
(“Nasdaq”). Mr. Laflin is not considered independent because he currently serves as our Chief Executive Officer.
Furthermore, the Board has determined that none of the members of either of our standing committees has a material relationship with
us (either directly, through a family member or as a partner, executive officer or controlling shareholder of any organization that receives
or makes payments from or to us) and each is “independent” within the meaning of Nasdaq’s director independence standards
under Nasdaq listing rules.
Board Committees
Our Board has three directors and two standing
committees: (1) Audit Committee and (2) Compensation Committee. The membership and the function of each of the committees are described
below. The Audit Committee operates under a written charter adopted by the Board, which is available in the Investor Center section of
our website at www.intisoid.com. As a small board, the Compensation Committee does not have a written charter.
Audit Committee
The Audit Committee assists the Board in overseeing
the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent registered public accounting
firm’s qualifications and independence, and the performance of any internal audit function and our independent registered public
accounting firm. The Audit Committee is comprised of two members, Christopher Grosso and Dr. Robert Atcher, with Mr. Grosso serving as
the chairman. Each of Mr. Grosso and Dr. Atcher is an “independent” director for audit committee service under Nasdaq listing
rules and applicable SEC rules and regulations. The Audit Committee is directly responsible for the appointment, compensation, and oversight
of our independent registered public accounting firm, and our independent registered public accounting firm reports directly to the Audit
Committee. The responsibility of the Audit Committee includes resolving disagreements between our management and the independent registered
public accounting firm related to financial reporting. The Audit Committee is also responsible for establishing procedures for receipt
of complaints relating to accounting, internal control, and auditing and confidential, anonymous information submitted by employees relating
to questionable accounting or auditing matters. The Audit Committee has the authority to employ independent counsel and other advisors
in connection with its duties. The Board has determined that each of Mr. Grosso and Dr. Atcher are “audit committee financial experts”
based on their prior experience as disclosed in their respective biographies in the section entitled “Proposal 1: Election of Directors—Director
Nominees.” The Audit Committee held one meeting in 2022.
The report of the Audit Committee is included in
the section entitled “Audit Committee Report” of this proxy statement.
Compensation Committee
The Compensation Committee reviews the compensation
and benefits of all of our officers annually, makes recommendations to the Board and reviews general policy matters relating to compensation
and benefits of our employees, including administration of our equity compensation plans. The Compensation Committee is comprised of two
members, Christopher Grosso and Dr. Robert Atcher, with Mr. Grosso serving as the chairman. The Compensation Committee held one meeting
in 2022. We do not use any compensation consultants to determine, or recommend, any compensation for our officers or directors. Executive
officers have no role in determining their own compensation. The non-employee directors approve the compensation of our Chief Executive
Officer. The entire Board, including Mr. Laflin, our Chief Executive Officer, approves the compensation of our Chief Financial
Officer. The practice of the Board has been to require unanimous approval to approve any action with respect to director compensation.
International Isotopes Inc. | 2023 Proxy Statement | 8
Nominating Committee
We do not have a standing nominating committee
or committee performing similar functions or a nominating committee charter. The Board believes it is appropriate not to have such a
committee because the entire Board, including Mr. Grosso and Dr. Atcher, each of whom is “independent” under Nasdaq listing
rules, participates in the consideration of director nominees. The Board will continue to assess the necessity of a nominating committee
and will establish one, if necessary, in the future. The entire Board considers any director nominees recommended by shareholders, as
detailed below.
Consideration of Director Nominees
Shareholder Nominees. The Board
does not have a formal policy regarding the consideration of director candidates nominated by shareholders because the Board is small
and there is low turnover among its members. Shareholders may nominate director candidates in writing, including the nominee’s name
and qualifications for Board membership, directed to our Secretary at the address of our principal executive offices set forth above.
Assuming that appropriate and requisite information has been provided on a timely basis, the Board will evaluate shareholder-recommended
candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted
by others.
Director Qualifications. Board
members should have high standards of professional and personal ethics, integrity and values. They should have relevant experience and
ability with respect to making and overseeing policy in business, technology, government or education sectors. They should be committed
to acting in our best interests and to objectively assessing Board, committee and management performance. They should have sufficient
time to carry out their duties and should have the willingness and ability to serve multiple terms to develop a deeper understanding of
our business affairs. Board members should be willing to avoid activities or interests that may create a conflict of interest with the
director’s responsibilities and duties to us. We do not have a separate policy regarding consideration of diversity in identifying
director nominees, but the Board strives to nominate directors with a variety of skills and backgrounds so that, as a group, the Board
will possess a broad perspective and the appropriate talent, skills and expertise to oversee our business, including gender, racial, ethnic
and cultural diversity.
Identifying and Evaluating Nominees
for Directors. The Board uses a variety of methods for identifying and evaluating nominees for director. In the event of a vacancy
on the Board, various potential candidates for director will be considered. Candidates may come to the Board’s attention through
current Board members, professional search firms, shareholders or other persons. These candidates will be evaluated at regular or special
meetings of the Board, and, may be considered at any point during the year. As noted above, properly submitted shareholder nominations
for candidates to the Board will be considered. Following verification of the shareholder status of persons proposing candidates, recommendations
will be aggregated and considered by the Board at a regularly scheduled meeting. If any materials are provided by a shareholder in connection
with the nomination of a director candidate, such materials will be forwarded to the Board. In evaluating nominees, the Board will seek
to achieve a balance of knowledge, experience and capability on the Board.
Board and Committee Meetings and Attendance
During 2022, the Board held eight meetings.
Each director attended at least 75% of the aggregate of: (i) the total number of meetings of the Board (held during the period for which
he was a director); and (ii) the total number of meetings held by all committees of the Board on which he served (during the period that
he served).
Attendance of Directors at 2022 Annual
Meeting of Shareholders
While we do not have
a formal policy requiring our directors to attend shareholder meetings, directors are invited and encouraged to attend all meetings of
shareholders. All of our directors at the time attended the 2022 Annual Meeting of Shareholders.
Board Leadership Structure
Christopher Grosso serves as the Chairman
of the Board and Mr. Laflin serves as our Chief Executive Officer and as a director. The Board does not have a policy regarding
separation of the roles of Chief Executive Officer and Chairman of the Board. The Board believes it is in our best interests to make that
determination based on current circumstances. The Board has determined that having a separate Chairman and Chief Executive Officer at
this time is appropriate given the current characteristics of our management and is in the best interest of our company and our shareholders.
Mr. Grosso, with his significant financial expertise and experience with the Company, is most capable of effectively identifying strategic
priorities, leading Board discussions and defining
International Isotopes Inc. | 2023 Proxy Statement | 9
our strategic objectives. Mr. Laflin, as
our Chief Executive Officer, is the individual selected by the Board to manage our company on a day-to-day basis, and his
direct involvement in our operations allows him to provide valuable insights with respect to strategic planning, the operational requirements
to meet our short- and long-term objectives, and management of risks facing our company. Our independent directors bring experience,
oversight and expertise from outside our company and the industry.
Board’s Role in Risk Oversight
The Board oversees our risk management activities.
One of the Board’s primary responsibilities under our corporate governance guidelines is reviewing our strategic plans and objectives,
including our principal risk exposures. The Board addresses, at least annually, our principal current and future risk exposures, including
any cyber-security risks. The Board receives regular reports from members of its committees, senior management and professional consultants
on areas of material risk to our business, including operational, financial, legal and regulatory, and strategic and reputation risks.
The Audit Committee oversees our procedures for the receipt, retention and treatment of complaints relating to accounting and auditing
matters and oversees our management of legal and regulatory compliance systems. The Compensation Committee oversees risks relating to
our compensation plans and programs. The Compensation Committee has reviewed and considered our compensation policies and programs in
light of the Board’s risk assessment and management responsibilities and will do so in the future on an annual basis. The Compensation
Committee believes that we have no compensation policies and programs that give rise to risks reasonably likely to have a material adverse
effect on us.
Code of Ethics
We have adopted a Code of Ethics for our principal
executive officer, principal financial officer, principal accounting officer or controller, and directors. The Code of Ethics is available
under the Investor Center of our website at www.intisoid.com. We intend to disclose any changes in or waivers from the Code of Ethics
that are required to be disclosed by posting such information on our website.
Anti-Hedging and Anti-Pledging Policy
Although the Company has no formal policy regarding
hedging transactions, the Company discourages employees, officers and directors from engaging in hedging transactions designed to offset
decreases in the market value of our securities, including certain forms of hedging or monetization transactions, such as zero-cost collars
and forward sale contracts. In addition, the Company discourages employees, officers and directors from holding our stock in a margin
account or pledging our securities as collateral to secure loans or other obligations.
Communications with the Board
Any shareholder or other interested party may
contact the Board or any individual director, including any non-employee director or the non-employee directors as a group, by directing
the communication by mail or fax addressed to International Isotopes Inc., Attn: Chairman of the Board of Directors, 4137 Commerce Circle,
Idaho Falls, Idaho 83401, Fax: (208) 524-1411. In general, any shareholder communication delivered to us for forwarding to the Board or
specified directors will be forwarded in accordance with the shareholder’s instructions.
International Isotopes Inc. | 2023 Proxy Statement | 10
PROPOSAL 2: RATIFICATION
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Haynie & Company has been appointed by
the Audit Committee to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Haynie
& Company has served as our independent registered public accounting firm since November 2018. Representatives of Haynie & Company
are expected to attend the Annual Meeting in person or via teleconference, where they will be available to respond to appropriate questions
and, if they desire, to make a statement.
Although shareholder approval is not required,
we desire to obtain from our shareholders an indication of their approval or disapproval of the Audit Committee’s action in appointing
Haynie & Company as our independent registered public accounting firm of our company for 2023. If our shareholders do not ratify
and approve this appointment, the Audit Committee will consider whether it should select other independent auditors.
Independent Registered Public Accounting Firm Fees
Fees billed by Haynie & Company in fiscal
years 2021 and 2022 were as follows:
Services Rendered | |
2021 | | |
2022 | |
Audit Fees(1) | |
$ | 107,030 | | |
$ | 107,904 | |
Audit-Related Fees | |
| — | | |
| — | |
Tax Fees | |
| — | | |
| — | |
All Other Fees | |
| — | | |
| — | |
Total | |
$ | 107,030 | | |
$ | 107,904 | |
_______________
(1) For professional services for auditing our annual
financial statements and reviewing the financial statements included in our other periodic reports filed with the SEC.
Pre-Approval Policies and Procedures
The Audit Committee is required to pre-approve
all audit and non-audit services provided by our independent registered public accounting firm. The Audit Committee approved the Haynie
& Company to provide audit services and pre-approved all of the services and fees of our independent registered public accounting
firms for 2021 and 2022.
THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF
HAYNIE & COMPANY AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023. |
International Isotopes Inc. | 2023 Proxy Statement | 11
AUDIT COMMITTEE
REPORT
The Audit Committee has reviewed and discussed
our audited financial statements for the fiscal year ended December 31, 2022 with our management and Haynie & Company, our independent
registered public accounting firm. Management is responsible for the preparation, presentation and integrity of the financial statements,
accounting and financial reporting principles and internal control over financial reporting. Haynie & Company is responsible for performing
an independent audit of the financial statements in accordance with generally accepted accounting principles and for expressing opinions
on the conformity of the financial statements with accounting principles generally accepted in the United States.
The Audit Committee has discussed with Haynie
& Company the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”)
and the SEC, and has received the written disclosures and the letter from Haynie & Company required by applicable requirements of
the PCAOB regarding communications with the Audit Committee concerning independence, and has discussed with Haynie & Company their
independence.
Based on the review and discussions referred
to above, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form
10-K for the year ended December 31, 2022 for filing with the SEC.
Audit Committee Report Submitted by:
Christopher Grosso (Chair)
Robert Atcher
International Isotopes Inc. | 2023 Proxy Statement | 12
MANAGEMENT
The following table sets forth certain
information regarding our executive officers who are responsible for overseeing the management of our business and one key employee as
of May 24, 2023:
Name |
Age |
Positions with the Company |
Executive Officers: |
|
|
Steve T. Laflin |
66 |
Chief Executive Officer and Director |
Shahe Bagerdjian |
39 |
President |
Matthew Cox |
39 |
Chief Financial Officer and Secretary |
Key Employee: |
|
|
John Miller |
59 |
Radiation Safety and Regulatory Manager |
Please refer to the biographical information
for Steve T. Laflin set forth in the section entitled “Proposal No. 1: Election of Directors—Director Nominees” of this
proxy statement.
Shahe Bagerdjian has served as our President
since May 8, 2023. Previously, Mr. Bagerdjian held various positions at Global Medical Solutions (GMS), a leading manufacturer and provider
of radiopharmaceuticals and diagnostic imaging products for applications in nuclear medicine, from March 2012 to May 2023, most recently
as Senior Vice President - Operations & Business Development. During his time at GMS, Mr. Bagerdjian was responsible for implementing
the short- and long- term strategy for the business as well as the day-to-day operations and other functions, including sales, engineering,
quality, regulatory, compliance, logistics, finance, legal and human resources. Mr. Bagerdjian received Bachelor of Science degrees in
Business Law and Finance from California State University, Northridge.
Matthew Cox has served as our Chief Financial
Officer and Secretary since September 2019. Previously, Mr. Cox served as our Controller from April 2019 until September 2019. Prior to
this role, Mr. Cox served as Controller for DL Beck Inc., a commercial general contractor, from August 2016 to March 2019, and as a Ranch
Analyst for Riverbend Ranch, a large registered Angus cattle ranch, from December 2013 to August 2016. From October 2008 to December 2013,
Mr. Cox served in various accounting roles for Kingston Companies, a privately-held conglomerate of companies in the agriculture, trucking,
and real estate development businesses, and John & John PLLC, a public accounting firm. Mr. Cox received a Bachelor of Science degree
in accounting from Brigham Young University - Idaho, and is a Certified Public Accountant licensed in the State of Idaho.
John Miller has served as our Radiation
Safety and Regulatory Manager since 2001. In addition to overseeing our radiation and safety programs, Mr. Miller is the lead employee
for regulatory issues and licensing. Considering the extensive requirements for regulatory compliance, licensing, and permits, Mr. Miller
plays an especially important role for our business. Mr. Miller has decades of nuclear physics, safety, and licensing experience and has
been instrumental in preparation and approval of our Nuclear Regulatory Commission (“NRC”) license for operations in Idaho
and more than 35 subsequent amendments to that license. Mr. Miller was also instrumental in our successful completion of NRC licensing
for our proposed uranium de-conversion and fluorine extraction processing facility in New Mexico. Mr. Miller has a BS in Physics, an MS
in Environmental Engineering, and is a Certified Health Physicist.
International Isotopes Inc. | 2023 Proxy Statement | 13
COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS
2022 Summary Compensation Table
The following table provides information concerning the compensation
of our named executive officers for the fiscal years ended December 31, 2022 and 2021.
Name and Principal Position |
Year |
Salary
($) |
Bonus
(S) |
Stock
Awards
($)(1) |
Option
Awards
($)(1) |
All
Other Compensation ($)(2) |
Total
($) |
Steve. T. Laflin |
2022 |
249,131 |
— |
27,692 |
105,037 |
112,076 |
493,936 |
Chief Executive Officer |
2021 |
244,136 |
— |
23,497 |
— |
113,601 |
381,233 |
Matthew Cox |
2022 |
131,402 |
5,414 |
— |
54,170 |
89 |
191,075 |
Chief Financial Officer and Secretary |
2021 |
124,271 |
— |
— |
13,218 |
80 |
137,569 |
___________
| (1) | The amounts included under the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date
fair value of the option and stock awards granted in each respective fiscal year, computed in accordance with Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, excluding the effect of any estimated forfeitures.
Assumptions used in the calculations of these amounts are included in Note 9 to our consolidated financial statements included in our
Annual Report on Form 10-K for the year ended December 31, 2022. |
| (2) | Consists of a monthly housing allowance of $6,000 per month plus related tax gross-up payments for Mr. Laflin, and life insurance
premiums paid by the Company for Mr. Laflin and Mr. Cox. |
Narrative Disclosure to Summary Compensation
Table
Steve Laflin Employment Agreement.
Effective February 2012, we entered into an Amended and Restated Employment Agreement, (as amended to date, the “Employment
Agreement”) with Mr. Laflin to serve as our President and Chief Executive Officer at a base salary of $200,000 with an annual $5,000
increase to his base salary, subject to further adjustment annually by the Board. Mr. Laflin may also receive an annual bonus at the end
of each year, at the discretion of the Board. Upon each anniversary of the Employment Agreement, Mr. Laflin is entitled to receive $28,000
of fully vested shares of our common stock issued pursuant to our equity compensation plans, calculated based on the average closing price
of our common stock for the 20 trading days prior to the date of grant; provided, however, that if the average closing price of our common
stock for the 20 trading days prior to the date of grant is below $0.05 per share, then the number of shares of common stock to be issued
shall be calculated based on a price of $0.05 per share. In addition, pursuant to the Employment Agreement, Mr. Laflin receives a monthly
housing allowance for $6,000 plus additional tax gross up payments for the monthly housing allowance. Under Modification #3, Mr. Laflin
is entitled to a $25,000 pre-tax bonus of $25,000 upon the successful transfer of the duties and responsibilities of Chief Executive Officer
to a designated replacement approved by the Board. Mr. Laflin is also subject to confidentiality, non-compete and non- disparagement provisions
under the Employment Agreement. The term of the Employment Agreement continues until August 31, 2023.
Mr. Laflin is also entitled to certain payments
upon the occurrence of certain events under the Employment Agreement. If we terminate Mr. Laflin without cause, or if we were to be dissolved
or sold, or if were to become a private company whose shares are no longer traded on a public exchange, the Board would have the power
to terminate Mr. Laflin’s employment and Mr. Laflin would be entitled to receive salary and benefits under his employment agreement
through the date of termination and for an additional 12 months thereafter. In the event that Mr. Laflin is terminated for cause or if
Mr. Laflin terminates the Employment Agreement, he would be entitled to receive any salary and benefits that have accrued through the
termination date.
2022 Equity Grants. As described
above, pursuant to his Employment Agreement, Mr. Laflin is entitled to a stock award each year equal to $28,000 of shares of our common
stock, subject to certain stock price limitations. In connection therewith, Mr. Laflin was granted a fully vested stock award of 307,692
shares of common stock in February 2022, calculated based on a stock price of $0.091 per share. We withheld 120,461 shares to satisfy
Mr. Laflin’s tax obligations in connection with this issuance. The net shares issued on February 28, 2022 totaled 187,231 shares.
International Isotopes Inc. | 2023 Proxy Statement | 14
2022 Outstanding Equity Awards at Fiscal Year-End
The following table provides information regarding the number and
estimated value of outstanding stock awards held by each of our named executive officers as of December 31, 2022.
|
|
Option Awards |
Name |
Grant Date |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable |
Option Exercise
Price
($) |
Option
Expiration Date |
Steve T. Laflin |
7/11/2017(1) |
4,000,000 |
— |
$0.060 |
7/11/2027 |
|
2/21/2022(2) |
1,000,000 |
1,000,000 |
$0.090 |
2/21/2032 |
Matthew Cox |
4/22/2019(1) |
125,000 |
62,500 |
$0.060 |
4/22/2029 |
|
8/19/2021(2) |
40,000 |
200,000 |
$0.110 |
8/19/2031 |
|
2/21/2022(4) |
250,000 |
750,000 |
$0.090 |
2/21/2032 |
___________
| (1) | The option vests in four equal annual installments beginning one year after grant date. |
| (2) | The option vests 50% at grant date and 50% one year after grant date. |
| (3) | The option vests in five equal annual installments beginning one year after grant date. |
| (4) | The option vests in four equal annual installments beginning at grant date. |
Termination and Change in Control Arrangements
Under our Amended and Restated 2015 Incentive
Plan, which amended and restated our 2006 Equity Incentive Plan (the “2015 Plan”), to maintain all of the participants’
rights in the event of (i) a merger or consolidation where we are not the surviving company; (ii) the dissolution of the Company; or (iii)
a transfer of all or substantially all of our assets, any outstanding options will become fully exercisable and vested to the full extent
of the original grant and the plan administrator can provide a cash-out for awards in connection with the transaction. If any of these
above events had occurred on December 31, 2022, based on the closing stock price of $0.03 per share of our common stock as reported on
the OTCQB on December 30, 2022, Mr. Cox would have been entitled to receive $30,375 for cash-out for unvested option awards. Mr. Laflin
would have been entitled to receive $30,000 for cash-out for unvested option awards.
As described above, Mr. Laflin is also entitled
to certain payments upon the occurrence of certain events under his Employment Agreement. If we terminated Mr. Laflin without cause, or
if we were to be dissolved or sold, or if were to become a private company whose shares were no longer traded on a public exchange, the
Board would have the power to terminate Mr. Laflin’s employment and Mr. Laflin would be entitled to receive salary and benefits
under his employment agreement through the date of termination and for an additional 12 months thereafter, which would be a payment of
approximately $372,359 (excluding benefits) assuming any of such events occurred as of December 31, 2022. In the event that Mr. Laflin
was terminated for cause or if Mr. Laflin terminated the Employment Agreement, he would only be entitled to receive any salary and benefits
that had accrued through the termination date.
International Isotopes Inc. | 2023 Proxy Statement | 15
Pay Versus Performance
In accordance with rules adopted
by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide
the following information regarding the relationship between executive compensation actually paid (“CAP”) for our principal
executive officer (“PEO”) and Non-PEO named executive officers (“NEOs”), and Company performance for the fiscal
years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions
for any of the years shown. The CAP amounts shown in the table below do not reflect the actual amount of compensation earned by or paid
to our named executive officers during the applicable year.
Year |
|
Summary
Compensation
Table Total for
PEO (1) |
|
|
Compensation
Actually Paid to
PEO (2) |
|
|
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
(1) |
|
|
Average
Compensation
Actually Paid
to Non-PEO
NEOs (3) |
|
|
Value of
Initial Fixed
$100
Investment
Based On
Total
Shareholder
Return (4) |
|
|
Net Income
(Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
493,936 |
|
|
450,531 |
|
|
191,075 |
|
|
152,992 |
|
|
$ |
60.00 |
|
|
$ |
303,238 |
|
2021 |
|
381,233 |
|
|
381,233 |
|
|
137,569 |
|
|
141,485 |
|
|
$ |
180.00 |
|
|
$ |
(902,347 |
) |
| (1) | Steve Laflin was our PEO for each year presented. Our only non-PEO NEO for each year presented was Matthew Cox, our chief financial
officer. |
| (2) | CAP reflects the exclusions and inclusions of certain amounts for the PEO as set forth below. Equity values are calculated in accordance
with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards for PEO column are the totals from the Stock Awards column set forth
in the Summary Compensation Table. Amounts in the Inclusion of Equity Values for PEO are derived from the second table in this footnote. |
Year | |
Summary Compensation Table Total for PEO | |
Exclusion of Stock Awards for PEO | |
Inclusion of Equity Values for PEO | |
CAP to PEO |
2022 | |
493,936 | |
105,037 | |
61,632 | |
450,531 |
2021 | |
381,233 | |
— | |
— | |
381,233 |
Year | |
Year-End Fair Value of Unvested Equity Awards Granted During the Year for PEO | |
Change in Fair Value of Unvested Equity Awards Granted in Prior Years for PEO | |
Change in Fair Value to Vesting Date of Equity Awards Granted and Vested During Year for PEO | |
Change in Fair Value to Vesting Date of Equity Awards Granted in Prior Years for PEO | |
Inclusion of Equity Values for PEO |
2022 | |
10,608 | |
— | |
51,024 | |
— | |
61,632 |
2021 | |
— | |
— | |
— | |
— | |
— |
International Isotopes Inc. | 2023 Proxy Statement | 16
| (3) | CAP reflects the exclusions and inclusions of certain amounts for the non-PEO NEO as set forth below.
Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards for non-PEO NEO column are
the totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Inclusion of Equity Values for non-PEO
NEO are derived from the second table in this footnote. |
Year | |
Summary Compensation Table Total for non-PEO NEO | |
Exclusion of Stock Awards for non-PEO NEO | |
Inclusion of Equity Values for non-PEO NEO | |
CAP to non-PEO NEO |
2022 | |
191,075 | |
54,170 | |
16,087 | |
152,992 |
2021 | |
137,569 | |
13,218 | |
17,134 | |
141,485 |
Year | |
Year-End Fair Value of Unvested Equity Awards Granted During the Year for non-PEO NEO | |
Change in Fair Value of Unvested Equity Awards Granted in Prior Years for non-PEO NEO | |
Change in Fair Value to Vesting Date of Equity Awards Granted and Vested During Year for non-PEO NEO | |
Change in Fair Value to Vesting Date of Equity Awards Granted in Prior Years for non-PEO NEO | |
Inclusion of Equity Values for non-PEO NEO |
2022 | |
8,463 | |
(4,598) | |
12,756 | |
(534) | |
16,087 |
2021 | |
10,398 | |
3,472 | |
— | |
3,264 | |
17,134 |
| (4) | Assumes $100 was invested for the period starting December 31, 2020, through the end of the listed
year in the Company. Historical stock performance is not necessarily indicative of future stock performance, |
Compensation Actually Paid and
TSR
As demonstrated by the following
graph, the CAP to the Company’s PEOs and the average amount of CAP to the Company’s non- PEO NEOs are aligned with the Company’s
cumulative TSR over the two years presented in the pay versus performance table above.
International Isotopes Inc. | 2023 Proxy Statement | 17
Compensation Actually Paid
and Net Income (Loss)
As demonstrated by the following
graph, the CAP to the Company’s PEOs and the average amount of CAP to the Company’s non- PEO NEOs are aligned with the Company’s
net income (loss) over the two years presented in the pay versus performance table above.
International Isotopes Inc. | 2023 Proxy Statement | 18
2022 Director Compensation
The following table sets forth information
regarding compensation for each of our non-employee directors for the year ended December 31, 2022. We generally do not pay our non-employee
directors retainer fees or other fees for service related to the Board or its committees. Equity awards may be granted to the members
of the Board from time to time under our equity compensation plans. We also reimburse our non-employee directors for their costs associated
with attending Board and committee meetings.
In connection with his appointment in August
2018, we entered into a Board of Directors Compensation Agreement with Dr. Atcher, pursuant to which Dr. Atcher receives compensation
at an hourly rate of $250 per hour for the time spent in connection with his Board service, including any research work done at the Company’s
request and attendance at Board and Board committee meetings.
Mr. Laflin does not receive any additional compensation
for his service as a director. See “2022 Summary Compensation Table” above for the compensation earned in 2021 by Mr. Laflin
for his service as our Chief Executive Officer.
Name | |
Fees Earned or Paid in Cash ($) | |
Option Awards ($) | |
All Other Compensation ($) | |
Total ($) |
Christopher Grosso | |
— | |
108,304 | |
— | |
108,304 |
Dr. Robert Atcher | |
— | |
108,304 | |
— | |
108,304 |
As of December 31, 2022, the aggregate number of shares underlying
outstanding stock option awards for each non-employee director was as follows: Mr. Grosso - 5,500,000 shares; and Dr. Atcher - 3,000,000
shares.
International Isotopes Inc. | 2023 Proxy Statement | 19
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information
known to us regarding the beneficial ownership of our common stock as of May 22, 2023 by:
| · | each person who, to our knowledge, beneficially owned more than 5% of our common stock on that date; |
| · | each of our named executive officers and directors; and |
| · | all of our executive officers and directors as a group. |
The number of shares beneficially owned
by each entity or person is determined under the SEC rules, and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole
or shared voting power or investment power and also any shares that the individual has the right to acquire within 60 days of May
22, 2023 through the exercise of any stock option or other right. For purposes of calculating each person’s or
group’s percentage ownership, shares that the person or group has the right to acquire within 60 days of May 22, 2023
through the exercise of any stock option or other right are included as outstanding and beneficially owned for that person or group,
but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group. Except as
otherwise indicated, each person named in the tables below has sole voting and investment power with respect to all shares of our
common stock shown as beneficially owned by such person.
Unless otherwise indicated, the address for
all persons named below is c/o International Isotopes Inc., 4137 Commerce Circle, Idaho Falls, Idaho 83401.
Name and address of Beneficial Owner |
Amount and Nature of
Beneficial Ownership |
Percent
of Class(1) |
Greater than 5% Shareholders: |
|
|
Kennerman
Associates Inc.(2)
480 Broadway, Suite 310
Saratoga Springs, New York 12866 |
232,233,586 |
42.3% |
John M. McCormack
and related parties(3)
1303 Campbell Road
Houston, TX 77055 |
108,945,591 |
20.8% |
Directors and Named Executive Officers: |
|
|
Robert Atcher(4) |
1,750,000 |
* |
Christopher Grosso(5) |
62,146,673 |
11.8% |
Steve T. Laflin(6) |
18,786,700 |
3.6% |
Matthew Cox(7) |
1,053,925 |
* |
All Directors and Executive Officers as a Group (5 persons)(8) |
83,737,298 |
15.6% |
_________________
| (1) | Percentage beneficially owned below is based on 517,941,366 shares
of our common stock outstanding on May 22, 2023. |
| (2) | Based on a Schedule 13G/A filed with the SEC on May 1, 2023, for which Kennerman Associates, Inc. d/b/a Kershner Grosso & Co. has
shared dispositive power and includes shares of various investment advisory clients and shares held by Christopher Grosso, a principal
of Kennerman Associates, Inc. d/b/a Kershner Grosso & Co. and our Chairman of the Board. |
| (3) | Includes (i) 98,872,652 shares beneficially held by trusts for the benefit of Mr. McCormack’s family members, and (ii) 7,000,000
shares issuable upon conversion of our Series C Convertible Redeemable Preferred Stock (the “Series C Preferred Stock”). |
| (4) | Includes 1,750,000 shares subject to stock options currently exercisable or exercisable within 60 days May 22, 2023. |
| (5) | Includes (i) 4,500,000 shares subject to stock options currently exercisable or exercisable within 60 days May 22, 2023,
and (ii) 5,040,000 shares issuable upon conversion of our Series C Preferred Stock, and (ii) 3,658,928 shares beneficially held by
family members. Excludes 170,086,913 shares of common stock owned by various investment advisory clients of Kennerman Associates,
Inc. d/b/a Kershner Grosso & Co. |
| (6) | Includes 6,000,000 shares subject to stock options currently exercisable or exercisable within 60 days May 22, 2023. |
| (7) | Includes 765,000 shares subject to stock options currently exercisable or exercisable within 60 days May 22, 2023. |
| (8) | Includes an aggregate of (i) 13,015,000 shares subject to stock options currently exercisable or exercisable within 60 days of
May 22, 2023, and (ii) 5,040,000 shares issuable upon conversion of our Series C Preferred Stock. |
International Isotopes Inc. | 2023 Proxy Statement | 20
Equity Compensation Plan Information
We currently maintain two equity compensation
plans that provide for the issuance of our common stock to officers and other employees, directors and consultants: our Amended and Restated
Employee Stock Purchase Plan (ESPP) and our 2015 Plan. Each of our equity compensation plans were previously approved by our shareholders.
The following table sets forth information regarding outstanding options and shares reserved for future issuance under the foregoing plans
as of December 31, 2022:
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights |
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights |
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a)) |
Equity compensation plans approved by shareholders |
24,993,500 |
$0.06 |
31,942,544(1) |
Equity compensation plans not approved by shareholders |
— |
— |
— |
Total |
24,993,500 |
$0.06 |
31,942,544(1) |
_________________
| (1) | Includes 29,401,134 shares available for issuance under the 2015 Plan and 2,541,410 shares available for issuance under our ESPP.
Shares available for issuance under the 2015 Plan may be granted in the form of stock options, stock awards, restricted stock awards,
restricted stock units, stock appreciation rights or any other form of equity compensation approved by the Board or the Compensation Committee. |
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our
officers and directors and persons who beneficially own more than 10% of a registered class of our equity securities to file reports of
ownership and changes in ownership with the SEC. To our knowledge, based solely on a review of the copies of such reports filed with the
SEC and written representations furnished to us that no other reports were required, we believe that all reports of our officers, directors
and persons who beneficially own more than 10% of our common stock required under Section 16(a) were timely filed during the year ended
December 31, 2022, except for:
| · | one late Form 4 for Steve Laflin related to an annual equity award and related tax
withholding on February 23, 2022, filed on May 1, 2023; and |
| · | one late Form 4 for Christopher Grosso related to a purchase by the Dianne Grosso
Credit Shelter Trust on November 15, 2022, filed on December 7, 2022. |
International Isotopes Inc. | 2023 Proxy Statement | 21
RELATED PERSON
TRANSACTIONS
2018 Promissory Note
In April 2018, we borrowed $120,000 from our
Chief Executive Officer (Mr. Laflin) and Chairman of the Board (Mr. Grosso) pursuant to a promissory note (the “2018 Promissory
Note”). The 2018 Promissory Note accrues interest at 6% per annum, which is payable upon maturity of the 2018 Promissory Note. The
2018 Promissory Note was originally unsecured and originally matured on August 1, 2018. At any time, the holder of the 2018 Promissory
Note may elect to have any or all of the principal and accrued interest settled with shares of our common stock based on the average price
of the shares over the previous 20 trading days. Pursuant to an amendment to the 2018 Promissory Note in June 2018, the maturity date
was extended to March 31, 2019 with all other provisions remaining unchanged. Pursuant to a second amendment to the 2018 Promissory Note
in February 2019, the maturity date was extended to July 31, 2019 with all other provisions remaining unchanged. Pursuant to a third amendment
to the 2018 Promissory Note in July 2019, the maturity date was extended to January 31, 2020 with all other provisions remaining unchanged.
Pursuant to a fourth amendment to the 2018 Promissory Note in December 2019, the maturity date was extended to December 31, 2021, and
the note was modified to become secured by company assets, with all other provisions remaining unchanged. In December 2021, the 2018 Promissory
Note was further modified to extend the maturity date to December 31, 2023, with all remaining terms unchanged. At December 31, 2022,
accrued interest on the note totaled $33,770.
2019 Promissory Note
In December 2019, we entered
into a promissory note agreement with our Chief Executive Officer (Mr. Laflin), Chairman of the Board (Mr. Grosso), and two significant
stockholders of the Company (the “2019 Promissory Note”). The 2019 Promissory Note authorizes us to borrow up to $1,000,000.
As of December 31, 2019, we borrowed $675,000 under the 2019 Promissory Note; the remaining $325,000 was borrowed in February 2020. The
2019 Promissory Note is secured and bears interest at 4% per annum and has a maturity date of December 31, 2022. According to the terms
of the 2019 Promissory Note, at any time, a holder of the 2019 Promissory Note may elect to have any or all of the principal and accrued
interest settled with shares of our common stock based on the average price of the shares over the previous 20 trading days. In connection
with the 2019 Promissory Note, the lenders were issued warrants totaling 30,000,000 Class O Warrants to purchase shares of our common
stock at $0.045 per share. The Class O Warrants are exercisable at an exercise price of $0.045 per share and have a term of five years.
In December 2022, the 2019 Promissory Note was modified to extend the maturity date to December 31, 2024, with all remaining terms unchanged.
At December 31, 2022, accrued interest on the 2019 Promissory Note totaled $119,131.
2021 Promissory Note
In April 2021, we borrowed $250,000 from our Chief
Executive Officer and Chairman of the Board pursuant to a promissory note (the “2021 Promissory Note”). The 2021 Promissory
Note accrued interest at 6% per annum, which was payable upon maturity of the 2021 Promissory Note. The 2021 Promissory Note was originally
secured and was to mature on December 31, 2022. At any time, the holders of the 2021 Promissory Note were able to elect to have any or
all of the principal and accrued interest settled with shares of our common stock at a conversion price of $0.11 per share. On March 31,
2022, we repaid the 2021 Promissory Note in full. The payment included $250,000 in principal and $14,500 in interest.
Policy on Transactions with Related Persons
The full Board reviews and approves any business
transactions in which related persons may have an interest. In determining whether to approve or ratify any such transaction, the Board
considers, in addition to other factors it deems appropriate, whether the transaction is on terms no less favorable to us than those
involving unrelated parties. All transactions disclosed above were reviewed and approved in accordance with the policy set forth above.
International Isotopes Inc. | 2023 Proxy Statement | 22
OTHER MATTERS
Householding
As permitted by the SEC’s proxy statement
rules, we will deliver only one set of proxy materials to multiple shareholders sharing the same address, unless we have received contrary
instructions from one or more of the shareholders. We will, upon written or oral request, promptly deliver a separate copy of the proxy
materials to a shareholder at a shared address to which a single copy of the proxy materials was delivered and will include instructions
as to how the shareholder can notify us that the shareholder wishes to receive a separate copy of the proxy materials. Registered shareholders
wishing to receive separate proxy materials in the future or registered shareholders sharing an address wishing to receive a single copy
of the proxy materials in the future may contact our transfer agent at Computershare Trust Company, N.A., 250 Royall Street, Canton,
Massachusetts 02021, Telephone: (800) 962-4284.
Other Matters
We do not intend to bring before the Annual Meeting
any matters other than the proposals specifically described above, and we know of no matters other than those to come before the Annual
Meeting. If any other matters properly come before the Annual Meeting or any postponement or adjournment thereof, it is the intention
of the persons named in the accompanying proxy to vote such proxy in accordance with the recommendation of our management on such matters,
including any matters dealing with the conduct of the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS, |
|
|
/s/ Steve T. Laflin |
|
Steve T. Laflin |
|
Chief Executive Officer and Director |
|
Idaho Falls, Idaho
May 24, 2023
International Isotopes Inc. | 2023 Proxy Statement | 23
![](https://content.edgar-online.com/edgar_conv_img/2023/05/24/0001515971-23-000078_proxycard_page1.jpg)
![](https://content.edgar-online.com/edgar_conv_img/2023/05/24/0001515971-23-000078_proxycard_page2.jpg)
International Isotopes (QB) (USOTC:INIS)
Historical Stock Chart
From May 2024 to Jun 2024
International Isotopes (QB) (USOTC:INIS)
Historical Stock Chart
From Jun 2023 to Jun 2024