Spruce Power (SPRU) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on August 11, 2026, with voting on key proposals including director elections, executive compensation, auditor ratification, redomiciliation to Texas, transfer restrictions to preserve tax benefits, and potential adjournment if needed.

• The Board recommends voting in favor of all proposals, including the redomiciliation from Delaware to Texas and the adoption of transfer restrictions to protect net operating loss (NOL) tax benefits.

• Stockholders of record as of June 16, 2026, are eligible to vote, with multiple voting methods available.

Voting matters and shareholder proposals

• Proposals include electing two Class C directors, advisory approval of executive compensation, ratification of CohnReznick LLP as auditor, redomiciliation to Texas, approval of transfer restrictions to preserve NOLs, and adjournment authority.

• The Board recommends voting FOR all proposals.

• Approval of redomiciliation and transfer restrictions requires a majority of outstanding shares; other proposals require a majority of votes cast.

Board of directors and corporate governance

• The Board is classified into three classes, with seven members; two Class C directors are up for election for three-year terms.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Corporate governance guidelines, code of conduct, and insider trading policies are in place and publicly available.

• The Board has a combined Chair/CEO role with an independent Lead Director to ensure oversight.