Eos Energy Enterprises (EOSE) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 3, 2026, will be held virtually to maximize shareholder participation and engagement.

• Shareholders will vote on five key proposals, including director elections, auditor ratification, executive compensation, share authorization, and incentive plan amendments.

• Proxy materials and annual report are available online, with multiple voting methods offered for convenience.

Voting matters and shareholder proposals

• Election of three Class III directors for three-year terms: Jeff Bornstein, Claude Demby, and Nathaniel Fick.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (say-on-pay).

• Amendment to increase authorized common stock from 600,000,000 to 800,000,000 shares.

• Amendment to the 2020 Incentive Plan to add 5,000,000 shares for equity awards.

Board of directors and corporate governance

• Board consists of seven directors elected by common stockholders and three Preferred Directors appointed by holders of Investor Preferred Stock.

• Board is divided into three classes with staggered three-year terms; Preferred Directors serve one-year terms.

• Ten of eleven directors are independent under Nasdaq and SEC rules.

• Board leadership is separated, with an independent Chair and CEO roles.

• Three fully independent standing committees: Audit, Leadership Development & Compensation, and Nominating and Corporate Governance.

• New Safety and Operations Oversight Committee established to enhance manufacturing oversight.