5E Advanced Materials (FEAM) Proxy filing summary

Executive summary

• Virtual annual meeting set for Dec. 7, 2026; record date Oct. 14, with four proposals and Board recommendations in favor of each.

• Agenda includes five director elections, PwC ratification for FY2027, a 2.5M-share increase to the 2022 equity plan, and conditional adjournment to seek votes for the plan amendment.

Voting matters and shareholder proposals

• Board recommends FOR all five director nominees and all three other proposals; director elections are separate votes.

• Director nominees: Graham van't Hoff, Curtis Hébert, Barry Dick, Bryn Jones and Jonathan Siegler; each would serve through the 2027 annual meeting.

• Proposals 2–4 require approval by a majority of shares present or represented and entitled to vote; abstentions count against Proposals 2–4, while broker non-votes have no effect on Proposals 3–4.

• Proposal 4 would allow adjournment, if needed, to solicit additional proxies when Proposal 3 lacks sufficient votes.

Board of directors and corporate governance

• Board determined all five nominees qualify as Nasdaq-independent; Audit, Compensation, and Nominating and Corporate Governance committees are composed of independent directors.

• Chairman Graham van't Hoff and CEO roles are separate; Board reviews its leadership structure annually and evaluates Board, committee and director performance annually.

• FY2026 included eight Board meetings, four Audit Committee meetings, three Compensation Committee meetings and one Nominating and Corporate Governance Committee meeting; each current director attended at least 75% of applicable meetings.

• Majority voting applies in uncontested director elections; a reelection nominee who fails to receive a majority must tender a resignation, with Board decision and rationale due publicly within 90 days of results certification.

• Insider trading policy prohibits hedging; pledging securities requires advance approval, and the Code of Conduct applies to directors, officers and employees.