Wolfspeed (WOLF) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on October 27, 2026, to vote on the election of seven directors, approval of the 2026 Employee Stock Purchase Plan (ESPP), an advisory vote on executive compensation, and ratification of PricewaterhouseCoopers LLP as independent auditors for fiscal 2027.

• Stockholders of record as of August 31, 2026, are entitled to vote, with each share of common stock carrying one vote per proposal.

• Proxy materials are primarily distributed electronically to expedite delivery, reduce costs, and conserve resources, with paper copies available upon request.

Voting matters and shareholder proposals

• Proposal 1: Election of seven directors, all currently serving, with the Board recommending a vote FOR all nominees.

• Proposal 2: Approval of the 2026 ESPP, allowing employees to purchase stock at a discount, with up to 1,700,000 shares authorized.

• Proposal 3: Advisory (nonbinding) vote to approve executive compensation, with the Board recommending a FOR vote.

• Proposal 4: Ratification of PricewaterhouseCoopers LLP as independent auditors for fiscal 2027, recommended FOR by the Board.

• No other business is expected at the meeting; procedures for shareholder proposals and director nominations for 2027 are outlined.

Board of directors and corporate governance

• Seven nominees for director bring diverse experience in technology, finance, operations, and governance; all meet independence and share ownership guidelines.

• Board leadership includes a Chair, Lead Independent Director (if needed), and independent committee chairs.

• Standing committees: Audit, Compensation, Governance and Nominations, and an ad hoc Finance and Strategy Committee.

• The Board emphasizes diversity, independence, and relevant expertise in director selection.

• Codes of Ethics and Conduct apply to all directors and employees, with disclosures of amendments or waivers.