Ameresco (AMRC) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2026, with voting rights for shareholders of record as of April 10, 2026.

• Shareholders will vote on director elections, auditor ratification, an amendment to the 2020 Stock Incentive Plan, and a say-on-pay advisory vote.

• The board recommends voting in favor of all proposals.

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

Voting matters and shareholder proposals

• Election of two Class I directors for three-year terms; board size will reduce from eight to seven.

• Ratification of RSM US LLP as independent auditor for fiscal year ending December 31, 2026.

• Approval of an amendment to the 2020 Stock Incentive Plan to increase available shares by 3,200,000.

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

• Shareholders may submit proposals for the 2027 annual meeting by December 25, 2026.

Board of directors and corporate governance

• Board is divided into three staggered classes; majority are independent under NYSE rules.

• Lead independent director role established to balance combined CEO/Chairman position.

• Board committees (audit, compensation, nominating/governance) are fully independent.

• Directors are selected based on integrity, business acumen, and diverse backgrounds.

• Stock ownership guidelines and anti-hedging/pledging policies are in place for directors and executives.