AirJoule Technologies (AIRJ) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 29, 2025, to elect two Class I directors, ratify the appointment of BDO USA, P.C. as auditor, and address other business.

• Stockholders of record as of April 8, 2025, are entitled to vote, with one vote per share of common stock.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• The Board recommends voting FOR all director nominees and FOR the ratification of the auditor.

Voting matters and shareholder proposals

• Proposals include electing two Class I directors (Matthew B. Jore and Stuart D. Porter) and ratifying BDO USA, P.C. as auditor for 2025.

• Stockholders may submit proposals for the 2026 meeting by December 17, 2025, and director nominations between January 29 and February 28, 2026.

• Universal proxy rules require additional notice for proxy solicitation by March 30, 2026.

Board of directors and corporate governance

• The Board consists of eight members divided into three classes with staggered three-year terms.

• Five directors are independent per Nasdaq standards; a Lead Independent Director was elected in March 2025.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and responsibilities.

• All directors attended at least 75% of meetings in 2024.