Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 5.07 below, Lightbridge Corporation (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting") on October 27, 2022. At the Annual Meeting, the Company's stockholders approved an amendment to the Lightbridge Corporation 2020 Omnibus Incentive Plan (the "2020 Plan"). The amendment to the 2020 Plan became effective upon stockholder approval and increased the number of shares that may be issued thereunder from 650,000 shares to 1,100,000 shares, as described under Proposal 3 of the Company's definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on August 31, 2022 (the "2022 Proxy Statement"), which description is incorporated herein by reference.

The foregoing description of the amended 2020 Plan is qualified in its entirety by reference to the text of the amended 2020 Plan, which is set forth in Appendix B to the Company's 2022 Proxy Statement.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the Company's stockholders approved an amendment to the Articles of Incorporation of the Company to increase the number of authorized shares of common stock from 13,500,000 to 25,000,000. The Company submitted a Certificate of Amendment to the Articles of Incorporation of the Company (the "Amendment") with the Nevada Secretary of State on October 27, 2022. Following the filing of the Amendment, the Company has the authority to issue up to an aggregate of 25,000,000 shares of common stock. A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

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

The Company held its Annual Meeting virtually on October 27, 2022. At the Annual Meeting, the Company's stockholders voted on: (i) the election of six director nominees, (ii) the approval of an amendment to the Articles of Incorporation of the Company to increase the number of authorized shares of common stock from 13,500,000 to 25,000,000, (iii) the approval of an amendment to the 2020 Plan to increase the number of shares of common stock available for issuance thereunder 650,000 to 1,100,000, (iv) ratification of an amendment to the Amended and Restated Bylaws of the Company that provides that the holders of one-third of the outstanding shares of stock constitute a quorum at all meetings of the Company's stockholders, (v) to approve, on an advisory basis, the compensation of the Company's named executive officers, and (vi) ratification of BDO USA, LLP as the Company's independent registered public accounting firm for fiscal year 2022. The results of the votes are set forth below.

Proposal No. 1 - Election of Directors





The following nominees were elected as directors by the votes indicated to serve
until the Company's next annual meeting of stockholders, as set forth in the
2022 Proxy Statement:



Nominee                  For         Withheld       Broker-Non Vote
Seth Grae              4,663,338       105,998             2,119,185
Thomas Graham, Jr.     4,434,172       335,164             2,119,185
Sweta Chakraborty      4,653,773       115,563             2,119,185
Jesse Funches          4,694,601        74,735             2,119,185
Daniel Magraw          4,390,113       379,223             2,119,185
Mark Tobin             4,663,612       105,724             2,119,185





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Proposal No. 2 - Approval of the Amendment to the Company's Articles of Incorporation

The proposal to amend the Company's Articles of Incorporation to increase the authorized shares of common stock from 13,500,000 to 25,000,000 was approved by the stockholders by the following vote:





   For      Against   Abstain
5,843,664   877,792   167,065

Proposal No. 3 - Approval of an Amendment to the 2020 Plan

The stockholders approved an amendment to the 2020 Plan to increase the number of shares of common stock available for issuance thereunder from 650,000 to 1,100,000. The voting results were as follows:





   For      Against   Abstain   Broker-Non Vote
4,065,104   363,976   340,256      2,119,185

Proposal No. 4 - Ratification of the Amendment to the Company's Amended and Restated Bylaws

The proposal to ratify an amendment to the Amended and Restated Bylaws of the Company that provides that the holders of one-third of the outstanding shares of stock constitute a quorum at all meetings of the Company's stockholders was approved by the stockholders by the following vote:





   For      Against   Abstain   Broker-Non Vote
4,131,416   535,056   102,864      2,119,185

Proposal No. 5 - Advisory Vote on Executive Compensation

The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers as described in the 2022 Proxy Statement was approved by the stockholders by the following vote:





   For      Against   Abstain   Broker-Non Vote
4,073,664   556,985   138,687      2,119,185

Proposal No. 6 - Ratification of Auditors

The proposal to ratify the selection of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 was approved by the stockholders by the following vote:





   For      Against   Abstain
6,777,135   67,045    44,341

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description
    3.1         Certificate of Amendment to the Articles of Incorporation of
              Lightbridge Corporation, dated October 27, 2022.
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document).





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