Aqua Metals (AQMS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for July 22, 2025, with six key proposals for shareholder vote, including director elections, stock issuance, a reverse stock split, stock plan amendment, auditor ratification, and executive compensation approval.

• Shareholders of record as of June 17, 2025, are eligible to vote in person, by mail, phone, or online.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of four directors for a one-year term.

• Approval to issue and sell up to $10 million in common stock under the Lincoln Park Purchase Agreement, potentially exceeding 20% of outstanding shares.

• Authorization for a reverse stock split at a ratio between 1:2 and 1:10, to be determined by the board.

• Amendment to the 2019 Stock Incentive Plan to increase reserved shares from 1.4 million to 4 million.

• Ratification of Forvis Mazars LLP as independent auditor for 2025.

• Advisory approval of executive compensation (say-on-pay).

Board of directors and corporate governance

• Board consists of four members, with a majority expected to be independent after repayment of a secured loan.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent membership.

• Board leadership is separated between chairman and CEO roles.

• Director resignation policy requires any director not receiving a majority vote to tender resignation.

• Policies in place for hedging, insider trading, and code of conduct.