Spruce Power (SPRU) Proxy filing summary

Executive summary

• Annual meeting scheduled for August 11, 2026, to be held virtually, with voting and Q&A available online.

• Key proposals include director elections, executive compensation, auditor ratification, redomiciliation to Texas, transfer restrictions to preserve tax benefits, and potential adjournment.

• Board recommends voting in favor of all proposals, emphasizing alignment with strategic goals and shareholder value.

Voting matters and shareholder proposals

• Election of two Class C directors for three-year terms expiring in 2029.

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

• Ratification of CohnReznick LLP as independent auditor for 2026.

• Approval of redomiciliation from Delaware to Texas.

• Approval of transfer restrictions in the charter to preserve net operating loss tax benefits.

• Approval of adjournment if needed to solicit additional votes.

Board of directors and corporate governance

• Board consists of seven members, divided into three classes with staggered terms.

• Nominees for Class C directors: Jonathan Ledecky (incumbent) and Jack Howard (new nominee, affiliated with major shareholder).

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

• Corporate governance guidelines, code of ethics, and insider trading policy in place.

• Board leadership structure includes combined CEO/Chair and an independent Lead Director.